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EXHIBIT 10.32
[364 DAY CREDIT FACILITY]
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FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT FACILITY AGREEMENT
by and among
PIONEER NATURAL RESOURCES COMPANY,
as Borrower,
and
NATIONSBANK, N.A.,
as Administrative Agent,
and
CIBC INC.,
as Documentation Agent,
and
MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
as Documentation Agent,
and
THE CHASE MANHATTAN BANK,
as Syndication Agent,
THE CO-AGENTS SIGNATORY HERETO,
and
THE OTHER LENDERS SIGNATORY HERETO
Dated as of June 29, 1998
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FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT FACILITY AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT FACILITY AGREEMENT
(herein called this "Amendment"), is made as of June 29, 1998, by and among
PIONEER NATURAL RESOURCES COMPANY, a Delaware corporation (the "Borrower"),
NATIONSBANK, N.A., as successor-by-merger to NationsBank of Texas, N.A., as
Administrative Agent and Collateral Agent, CIBC INC., as Documentation Agent,
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Documentation Agent, THE CHASE
MANHATTAN BANK, as Syndication Agent, the "Co-Agents" party to the Credit
Agreement (as herein defined), and the other Lenders from time to time parties
to the Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders, the Managing Agents, the Collateral
Agent and the Co-Agents have heretofore entered into a certain Amended and
Restated Credit Facility Agreement - 364 Day Credit Facility, dated as of
December 18, 1997 (herein the "Credit Agreement"); and
WHEREAS, the Borrower, the Lenders, the Managing Agents, the Collateral
Agent and the Co-Agents now intend to amend the Credit Agreement in certain
respects; and
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, each of the Borrower, the Lenders, the Managing
Agents, the Collateral Agent and the Co-Agents hereby agree as follows:
SECTION 1. Defined Terms. All capitalized terms used but not otherwise
defined herein shall have the meanings given in the Credit Agreement.
SECTION 2. Amendments to Credit Agreement
a. The Credit Agreement is hereby amended by modifying each
reference therein to "NationsBank of Texas, N.A." to read
"NationsBank, N.A., successor-by-merger to NationsBank of
Texas, N.A."
b. The definitions of "Amendment Fee Rate", "Eurodollar
Margin" and "Facility Amount" in Section 1.1 of the Credit
Agreement are hereby amended and restated to read in their
entirety as follows:
" "Amendment Fee Rate" means 15.0 basis points."
" "Eurodollar Margin" means, on any date, with respect to each
Eurodollar Portion of a Revolving Loan, the sum of (i) the applicable
Commitment Utilization Margin plus (ii) the number of basis points per
annum set forth below based on the Applicable Rating Level on such
date:
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===========================================================
Applicable
Rating Level
- -----------------------------------------------------------
Level I 20.0 b.p.
- -----------------------------------------------------------
Level II 22.0 b.p.
- -----------------------------------------------------------
Level III 25.0 b.p.
- -----------------------------------------------------------
Level IV 38.0 b.p.
- -----------------------------------------------------------
Level V 47.0 b.p.
===========================================================
Changes in the Eurodollar Margin will occur automatically without prior
notice. Administrative Agent will give notice promptly to Borrower and
the Lenders of changes in the Eurodollar Margin."
" "Facility Amount" means the aggregate amount of the Commitments
(which amount shall initially be $100,000,000), as such amount may be
reduced from time to time pursuant to the terms of this Agreement."
c. Section 1.1 of the Credit Agreement is hereby amended by
inserting the following definitions of "Commitment Utilization",
"Commitment Utilization Level", "Commitment Utilization Margin",
"Year 2000 Compliant" and "Year 2000 Problem" in appropriate
alphabetical order:
" "Commitment Utilization" means, for any period, the ratio of (i)
the aggregate amount of then outstanding Loans plus then existing LC
Obligations to (ii) the current Facility Amount."
" "Commitment Utilization Level" means the level set forth below
that corresponds to the lowest of the ratings issued from time to time
by Moody's and S&P, as applicable, for Borrower's senior unsecured
long-term debt:
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Moody's S&P
- --------------------------------------------------------------------------------
Level A Baa3 or better BBB- or better
- --------------------------------------------------------------------------------
Level B Less than Baa3 Less than BBB-
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For example, if the Moody's rating is Ba1 and the S&P rating is BBB,
Level B shall apply. For purposes of the foregoing, (i) if ratings for
Borrower's senior unsecured long-term debt shall not be available from
S&P or Moody's, Level B shall be deemed applicable; and (ii) if any of
the Rating Agencies shall change its ratings nomenclature prior to the
date all Obligations have been paid and the Commitments canceled,
Borrower and the Lenders shall negotiate in good faith to amend the
references to
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specific ratings in this definition to reflect such change, and pending
such amendment, if an appropriate Commitment Utilization Level is
otherwise not determinable based upon the foregoing grid, the last
Commitment Utilization Level in effect at the time of such change shall
continue to apply."
" "Commitment Utilization Margin" means, on any date, the number of
basis points per annum set forth below based on the Commitment
Utilization Level on such date:
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Commitment Utilization Margin
- --------------------------------------------------------------------------------
Commitment Commitment
Commitment Utilization is Utilization is
Utilization Level "< or equal to .50" ">.50"
- --------------------------------------------------------------------------------
Level A 0 b.p. 5.0 b.p.
- --------------------------------------------------------------------------------
Level B 0 b.p. 10.0 b.p.
================================================================================
; provided, however, for the purpose of determining the Commitment
Utilization Margin for all periods ending prior to or on June 30, 1999,
the Commitment Utilization of Borrower shall be deemed to be greater
than ".50". Changes in the Commitment Utilization Margin will occur
automatically without prior notice."
" "Year 2000 Compliant" has the meaning given it in Section
4.1(s)."
" "Year 2000 Problem" has the meaning given it in Section 4.1(s)."
d. Section 4.1 of the Credit Agreement is hereby amended by
inserting the following Section 4.1(s) after Section 4.1(r):
"(s) Year 2000 Compliance. Borrower has (i) initiated a review
and assessment of all areas within its and each of its
Subsidiaries' business and operations (including those affected
by suppliers and vendors) that could be adversely affected by the
Year 2000 Problem (as herein defined), (ii) developed a plan and
time line for addressing the Year 2000 Problem on a timely basis,
and (iii) to date, implemented that plan in accordance with that
timetable. Borrower reasonably believes that all computer
applications (including those of its suppliers and vendors) that
are material to its or any of its Subsidiaries' business and
operations will be Year 2000 Compliant, except to the extent that
a failure to do so could not reasonably be expected to have
Material Adverse Effect. As used herein, the term "Year 2000
Problem" means the risk that computer applications used by the
Borrower or any of its Subsidiaries (or its suppliers and
vendors) may be unable to recognize and perform properly date-
sensitive functions involving certain dates prior to and any date
after December 31, 1999. As used herein, the term "Year 2000
Compliant" means that all computer applications
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will on a timely basis be able to perform properly date-
sensitive functions for all dates before and after January 1,
2000."
e. Section 5.1 of the Credit Agreement is hereby amended by
inserting the following Section 5.1(m) after Section 5.1(l):
"(m) Year 2000 Compliance. Borrower will promptly notify
Administrative Agent in the event Borrower discovers or
determines that any computer application (including those of its
suppliers and vendors) that is material to its or any of its
Subsidiaries' business and operations will not be Year 2000
Compliant on a timely basis, except to the extent that such
failure could not reasonably be expected to have a Material
Adverse Effect."
f. Section 5.3(a) of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:
"(a) EBITDAX to Consolidated Interest Expense Ratio. The ratio
of Borrower's "EBITDAX" to "Consolidated Interest Expense" for the
last four rolling Fiscal Quarters (i) ending June 30, 1998 and
September 30, 1998, will not be less than 2.50 to 1.0, (ii) ending
December 31, 1998, will not be less than 2.75 to 1.0, (iii) ending
March 31, 1999, will not be less than 3.00 to 1.0, (iv) ending June
30, 1999, will not be less than 3.25 to 1.0, and (v) ending after
June 30, 1999, will not be less than 3.75 to 1.0; provided, however,
that for the periods for calculation ending on or before December 31,
1998, each reference to "for the last four rolling Fiscal Quarters"
shall be deemed to be a reference to the period from April 1, 1998
through the date of such calculation. As used in this paragraph, the
term "Consolidated Interest Expense" means for any period, total
interest expense, whether paid or accrued, of Borrower and its
Subsidiaries on a Consolidated basis, including, without limitation,
all commissions, discounts and other fees and charges owed with
respect to Letters of Credit (as defined in the Primary Credit
Facility). As used in this paragraph, the term "EBITDAX" means for
any period the sum of the amounts for such period of Consolidated net
income, Consolidated Interest Expense, depreciation expense,
depletion expense, amortization expense, federal and state income
taxes, exploration and abandonment expense and other non-cash charges
and expenses, all as determined on a Consolidated basis for Borrower
and its Subsidiaries."
g. Section 5.3(b) of the Credit Agreement is hereby amended
and restated to read in its entirety as follows:
"(b) Consolidated Total Funded Debt to Total Capitalization.
Borrower's Consolidated Total Funded Debt to Total Capitalization will
not (i) as of the last day of the Fiscal Quarters ending June 30, 1998
and September 30, 1998, be greater than 62.5%, and (ii) as of the last
day of any Fiscal Quarter ending after September 30, 1998, be greater
than 60%."
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h. The fourth sentence of Section 8.17 of the Credit Agreement
is hereby amended and restated to read in its entirety as
follows:
"FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED IN THE FEDERAL
OR STATE COURTS OF TEXAS, EACH RESTRICTED SUBSIDIARY OF THE BORROWER
HEREBY IRREVOCABLY DESIGNATES BORROWER WITH OFFICES ON THE DATE HEREOF
AT 1400 WILLIAMS SQUARE WEST, 5205 NORTH O'CONNOR BOULEVARD, IRVING,
TEXAS 75039 TO RECEIVE FOR AND ON BEHALF OF SUCH RESTRICTED SUBSIDIARY,
SERVICES OF PROCESS IN TEXAS."
i. The Credit Agreement is hereby amended by replacing Exhibit J
to the Credit Agreement with Exhibit J to this Amendment.
j. The Credit Agreement is hereby amended by replacing
Schedule 1 to the Credit Agreement with Schedule 1 to this
Amendment.
k. Schedule 3 attached to the Credit Agreement is hereby
amended by deleting therefrom the reference to "Pioneer Natural
Resources (GPC) Inc., a Delaware corporation".
SECTION 3. Representations and Warranties. To confirm each Lender's
understanding concerning Borrower and its businesses, properties and
obligations, and to induce the Managing Agents, the Collateral Agent, the
Co-Agents and each Lender to enter into this Amendment, the Borrower hereby
reaffirms to the Managing Agents, the Collateral Agent, the Co-Agents and each
Lender that, as of the date hereof, its representations and warranties contained
in Section 4.1 of the Credit Agreement (as amended by this Amendment) and in the
other Loan Documents to which it is a party (except to the extent such
representations and warranties relate solely to an earlier date) are true and
correct and additionally represents and warrants as follows:
A. The execution and delivery of this Amendment and the performance by
the Borrower and the Restricted Subsidiaries of their respective
obligations under this Amendment, the Credit Agreement and the other
Loan Documents, as amended hereby, are within the Borrower's or such
Restricted Subsidiaries' corporate or partnership powers, have been
duly authorized by all necessary corporate or partnership action, have
received all necessary governmental approval (if any shall be
required), and do not and will not contravene or conflict with any
provision of law or of the Borrower's or such Restricted Subsidiaries'
charter or bylaws or partnership agreement or of any contractual
restriction, law or governmental regulation or court decree or order
binding on or affecting the Borrower or such Restricted Subsidiary.
B. This Amendment and the Credit Agreement as amended hereby are, and
the other Loan Documents when duly executed and delivered will be,
legal, valid and binding obligations of the Borrower and each
Restricted Subsidiary which is a party hereto or thereto, enforceable
in accordance with their terms except as such enforcement may be
limited by bankruptcy, insolvency or similar laws of general
application relating to the enforcement of creditors' rights generally
and by general principles of equity.
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SECTION 4. Conditions to Effectiveness. The effectiveness of this
Amendment is conditioned upon receipt by the Administrative Agent of all the
following documents and items, each in form and substance reasonably
satisfactory to the Administrative Agent:
A. this Amendment executed by the Borrower and the Required Lenders.
B. Borrower will pay, or cause the payment, to Administrative Agent for
the account of each Lender a non-refundable amendment fee payable to
each Lender determined by applying the Amendment Fee Rate to such
Lender's Percentage Share of the Facility Amount as of the date of this
Amendment.
C. Such other documents or items that the Administrative Agent may
reasonably request.
SECTION 5. Reaffirmation of Credit Agreement. This Amendment
constitutes a "Loan Document" as defined in the Credit Agreement and shall be
deemed to be an amendment to the Credit Agreement, and the Credit Agreement, as
amended hereby, is hereby ratified, approved and confirmed in each and every
respect. All references to the Credit Agreement or the Credit Facility Agreement
in any other document, instrument, agreement or writing shall hereafter be
deemed to refer to the Credit Agreement as amended hereby.
SECTION 6. Parties in Interest. All grants, covenants and agreements
contained in this Amendment shall bind and inure to the benefit of the parties
thereto and their respective successors and assigns; provided, however, that no
Restricted Subsidiary may assign or transfer any of its rights or delegate any
of its duties or obligations under this Amendment or any Loan Document without
the prior written consent of all Lenders.
SECTION 7. Counterparts. This Amendment may be separately executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to constitute one
and the same Amendment.
SECTION 8. GOVERNING LAW. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS
SHALL BE DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF
TEXAS AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF TEXAS AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW. CHAPTER 15 OF TEXAS REVISED CIVIL
STATUTES ANNOTATED ARTICLE 5069 (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN
ACCOUNTS AND REVOLVING TRI-PARTY ACCOUNTS) DOES NOT APPLY TO THIS AMENDMENT OR
TO THE NOTES.
SECTION 9. Severability. If any term or provision of this Amendment or
of any Loan Document shall be determined to be illegal or unenforceable in any
jurisdiction, such term or provision shall, as to such jurisdiction, be illegal
or unenforceable, without affecting the remaining terms or provisions in that
jurisdiction or the legality or enforceability of such terms or provisions in
any other jurisdiction.
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SECTION 10. WAIVER OF JURY TRIAL, PUNITIVE DAMAGES. EACH OF THE
BORROWER, AGENTS AND LENDERS HEREBY (I) IRREVOCABLY WAIVES, TO THE MAXIMUM
EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION, DIRECTLY OR INDIRECTLY, AT ANY TIME ARISING OUT OF,
UNDER OR IN CONNECTION WITH THE LOAN DOCUMENTS OR ANY TRANSACTION CONTEMPLATED
THEREBY OR ASSOCIATED THEREWITH, BEFORE OR AFTER MATURITY; (II) IRREVOCABLY
WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO
CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
DAMAGES; (III) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OR
COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED
THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVERS; AND (IV) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO
THIS AMENDMENT, THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
CONTAINED IN THIS SECTION.
SECTION 11. FORUM SELECTION AND CONSENT TO JURISDICTION. ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AMENDMENT OR
ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE AGENTS, THE LENDERS OR THE
BORROWER SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE
OF TEXAS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF
TEXAS; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY
COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE COLLATERAL AGENT'S OPTION,
IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE
FOUND. BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF
THE COURTS OF THE STATE OF TEXAS AND THE UNITED STATES DISTRICT COURT FOR THE
NORTHERN DISTRICT OF TEXAS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH
ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN
CONNECTION WITH SUCH LITIGATION. BORROWER FURTHER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE
WITHIN OR WITHOUT THE STATE OF TEXAS. FOR THE PURPOSE OF ANY ACTION OR
PROCEEDING INSTITUTED IN THE FEDERAL OR STATE COURTS OF TEXAS, EACH RESTRICTED
SUBSIDIARY OF THE BORROWER HEREBY IRREVOCABLY DESIGNATES BORROWER WITH OFFICES
ON THE DATE HEREOF AT 1400 WILLIAMS SQUARE WEST, 5205 NORTH O'CONNOR BOULEVARD,
IRVING, TEXAS 75039 TO RECEIVE FOR AND ON BEHALF OF SUCH RESTRICTED SUBSIDIARY,
SERVICE OF PROCESS IN TEXAS. BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR
HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY
SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
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BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS.
SECTION 12. Effectiveness. This Amendment shall become effective as of
June 29, 1998, when counterparts hereof executed on behalf of the Borrower and
each Lender (or notice thereof satisfactory to the Agent) shall have been
received by the Administrative Agent, and all conditions set forth in Section 4
hereof have been fulfilled.
SECTION 13. Entire Agreement. THIS WRITTEN AMENDMENT AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[SIGNATURES BEGIN ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, this Amendment is executed as of the date first
written above.
BORROWER:
PIONEER NATURAL RESOURCES COMPANY
By: /s/ Garrett Smith
----------------------------------------
Name: M. Garrett Smith
Title: Executive Vice President and Chief
Financial Officer
LENDERS:
NATIONSBANK, N.A.,
successor-by-merger to NationsBank of
Texas, N.A., individually and as
Administrative Agent and as Collateral
Agent
By: /s/ Frank K. Stowers
----------------------------------------
Name: Frank K. Stowers
Title: Vice President
CIBC INC.,
individually and as Documentation Agent
By: /s/ M. A.G. Corkum
----------------------------------------
Name: Michael A.G. Corkum
Title: Authorized Signatory
MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
individually and as Documentation Agent
By: /s/ John Kowalczuk
----------------------------------------
Name: Michael Kowalczuk
Title: Vice President
S-1
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THE CHASE MANHATTAN BANK,
individually and as Syndication Agent
By: /s/ Lawrence Palumbo, Jr.
----------------------------------------
Name: Lawrence Palumbo, Jr.
Title: Vice President
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, individually and as Co-Agent
By: /s/ Ronald E. McKaig
----------------------------------------
Name: Ronald E. McKaig
Title: Vice President
THE BANK OF NEW YORK,
individually and as Co-Agent
By: /s/ Raymond J. Palmer
----------------------------------------
Name: Raymond J. Palmer
Title: Vice President
THE BANK OF NOVA SCOTIA,
individually and as Co-Agent
By: /s/ F.C.H. Ashby
----------------------------------------
Name: F.C.H. Ashby
Title: Senior Manager, Loan Operations
ROYAL BANK OF CANADA,
individually and as Co-Agent
By: /s/ Linda M. Stephens
----------------------------------------
Name: Linda M. Stephens
Title: Senior Manager
UNION BANK OF CALIFORNIA, N.A.,
individually and as Co-Agent
By: /s/ Gary Shekerjian
----------------------------------------
Name: Gary Shekerjian
Title: Assistant Vice President
S-2
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WELLS FARGO BANK, N.A.,
individually and as Co-Agent
By: /s/ Lester J.N. Keliher
----------------------------------------
Name: Lester J.N. Keliher
Title: Vice President
THE FUJI BANK, LIMITED-HOUSTON AGENCY,
individually and as Co-Agent
By: /s/ David Kelley
----------------------------------------
Name: David Kelley
Title: Sr. Vice President
DEN NORSKE BANK ASA,
individually and as Lead Manager
By: /s/ J. Morten Kreutz
----------------------------------------
Name: J. Morten Kreutz
Title: Vice President
By: /s/ Charles E. Hall
----------------------------------------
Name: Charles E. Hall
Title: Senior Vice President
BANQUE PARIBAS,
individually and as Lead Manager
By: /s/ A. David Dodd
----------------------------------------
Name: A. David Dodd
Title: Vice President
By: /s/ Marian Livingston
----------------------------------------
Name: Marian Livingston
Title: Vice President
FIRST UNION NATIONAL BANK,
individually and as Lead Manager
By: /s/ Robert R. Wetteroff
----------------------------------------
Name: Robert R. Wetteroff
Title: Senior Vice President
S-3
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BANKERS TRUST COMPANY,
as a Lender
By: /s/ Marcus Tarkington
----------------------------------------
Name: Marcus Tarkington
Title: Vice President
CREDIT AGRICOLE INDOSUEZ,
as a Lender
By: /s/ W. Leroy Startz
----------------------------------------
Name: W. Leroy Startz
Title: First Vice President
By: /s/ Dean Balice
----------------------------------------
Name: Dean Balice
Title: Senior Vice President, Branch
Manager
NATEXIS BANQUE,
as a Lender BFCE
By: /s/ Mark A. Harrington
----------------------------------------
Name: Mark A. Harrington
Title: Vice President and Regional
Manager
By: /s/ N. Eric Ditges
----------------------------------------
Name: N. Eric Ditges
Title: Assistant Vice President
TORONTO DOMINION (TEXAS), INC.,
as a Lender
By: /s/ Debbie A. Greene
----------------------------------------
Name: Debbie A. Greene
Title: Vice President
THE TOYO TRUST & BANKING CO., LTD.,
as a Lender
By: /s/ T. Mikumo
----------------------------------------
Name: T. Mikumo
Title: Vice President
S-4
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WACHOVIA BANK, N.A.,
as a Lender
By:
----------------------------------------
Name:
Title:
THE DAI-ICHI KANGYO BANK, LTD., NEW YORK
BRANCH, as a Lender
By:
----------------------------------------
Name:
Title:
THE SANWA BANK, LIMITED,
as a Lender
By:
----------------------------------------
Name:
Title:
KBC BANK N.V.,
as a Lender
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
S-5
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Exhibit J
Form of Designated Officer's Certificate
Reference is made to (i) the Primary Credit Facility pursuant to that
certain Amended and Restated Credit Facility Agreement dated as of December 18,
1997, as amended, by and among Borrower, NationsBank, N.A., as Administrative
Agent, CIBC Inc., as Documentation Agent, Morgan Guaranty Trust Company of New
York, as Documentation Agent, The Chase Manhattan Bank, as Syndication Agent,
the Co-Agents party thereto, and the Lenders from time to time parties thereto
(the "Primary Credit Agreement") and (ii) the 364 Day Credit Facility pursuant
to that certain Amended and Restated Credit Facility Agreement dated as of
December 18, 1997, as amended, by and among Borrower, NationsBank, N.A., as
Administrative Agent, CIBC Inc., as Documentation Agent, Morgan Guaranty Trust
Company of New York, as Documentation Agent, The Chase Manhattan Bank, as
Syndication Agent, the Co-Agents party thereto, and the Lenders from time to
time parties thereto (the "364 Day Credit Agreement" and, together with the
Primary Credit Facility, the "Credit Agreements"). Terms which are defined in
the Credit Agreements and which are used but not defined herein are used herein
with the meanings given them in the Credit Agreements.
This Certificate is furnished pursuant to Section 5.1(b)(2) of the
Credit Agreements. Together herewith the Borrower is furnishing to Managing
Agents, the Co-Agents and each Lender the Borrower's [Financial Statements] (the
"Financial Statements") as of _____________ (the "Reporting Date"). The Borrower
hereby represents, warrants, and acknowledges to Agents and each Lender that:
(a) the Designated Officer of the Borrower signing this instrument is a
duly elected, qualified and acting officer of the Borrower;
(b) the Financial Statements are accurate and complete and satisfy the
requirements of the Credit Agreements;
(c) attached as Schedule I hereto is a schedule of calculations showing
compliance (or noncompliance, as the case may be) as of the
Reporting Date with the requirements of Section 5.3 of the Credit
Agreements; and
(d) on the Reporting Date, the Borrower was, and on the date hereof the
Borrower is, in full compliance with the disclosure requirements of
Section 5.1(d) of the Credit Agreements, and no Default otherwise
existed on the Reporting Date or otherwise exists on the date of
this Certificate [except for Default(s) under Section(s)_________
of the Credit Agreements, which [is/are] more fully described on a
schedule attached hereto].
Exhibit J - Page 1
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The Designated Officer of the Borrower signing this instrument hereby
certifies that he has reviewed the Loan Documents and the Financial Statements
and has otherwise undertaken such inquiry as is in his opinion necessary to
enable him to express an informed opinion with respect to the above
representations, warranties and acknowledgments of the Borrower and, to the best
of his knowledge, such representations, warranties, and acknowledgments are
true, correct and complete.
PIONEER NATURAL RESOURCES COMPANY
By:
----------------------------------------
Name:
Title:
Date:
--------------------------------------
Exhibit J - Page 2
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Schedule I
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COMPLIANCE WITH FINANCIAL COVENANTS AS OF _____________ . ($ in 000's)
================================================================================
A. EBITDAX TO CONSOLIDATED INTEREST EXPENSE RATIO
========
Minimum ratio allowed :1
========
B. CONSOLIDATED TOTAL FUNDED DEBT TO TOTAL
CAPITALIZATION
========
Maximum ratio allowed %
========
================================================================================
COMPUTATION OF FINANCIAL REQUIREMENTS AND RATIOS AS OF ____________
================================================================================
A. EBITDAX TO CONSOLIDATED INTEREST EXPENSE RATIO
(Section 5.3(a)) ($ in 000's)
(i) EBITDAX (as defined in Section 5.3(a))
For the period ended __________ , the sum of the amounts for such
period of Consolidated net income, Consolidated Interest Expense,
depreciation expense, depletion expense, amortization expense,
federal and state income taxes, exploration and abandonment
expense and other non-cash charges and expenses, all as
determined on a Consolidated basis for Borrower and its
Consolidated Subsidiaries; $
---------
(ii) CONSOLIDATED INTEREST EXPENSE (as defined in Section 5.3(a))
For the period ended _________ , total interest expense, whether
paid or accrued, of Borrower and its Consolidated Subsidiaries
on a Consolidated basis, including, without limitation, all
commissions, discounts and other fees and charges owed with
respect to Letters of Credit. $
---------
CONSOLIDATED INTEREST EXPENSE $
=========
EBITDAX TO CONSOLIDATED INTEREST EXPENSE RATIO ((i)(ii)) $
=========
Minimum ratio allowed :1
==========
Exhibit J - Page 3
18
B. CONSOLIDATED TOTAL FUNDED DEBT TO TOTAL
CAPITALIZATION (Section 5.3(b)) ($ in 000's)
(i) CONSOLIDATED TOTAL FUNDED DEBT (as defined in Section 1.1)
(a) All indebtedness of Borrower and its Consolidated
Subsidiaries for borrowed money $
---------
(b) Plus indebtedness of Borrower and its Consolidated
Subsidiaries constituting an obligation to pay the deferred
purchase price of property or services (other than customary
payment terms taken in the ordinary course of the business) $
---------
(c) Plus indebtedness of Borrower and its Consolidated
Subsidiaries evidenced by a bond, debenture, note or similar
instrument $
---------
(d) Plus principal obligations under leases capitalized in
accordance with GAAP under which either Borrower or any of
its Consolidated Subsidiaries is the lessee $
---------
(e) Plus indebtedness or obligations of the type described in
clauses (a), (b), (c) or (d) of the definition of Debt,
which are secured by a Lien on any property owned by
Borrower or any of its Consolidated Subsidiaries, whether or
not such indebtedness or obligations have been assumed by
Borrower or any of its Consolidated Subsidiaries (limited
however to the lesser of (1) the amount of its liability or
(2) the value of such property) (excluding Debt of the type
referred to in clause (e) of the definition of "Debt") $
---------
(f) Plus the undischarged balance of any production payment
created by Borrower or any of its Consolidated Subsidiaries
or for the creation of which Borrower or its Consolidated
Subsidiaries directly or indirectly received payment. $
---------
CONSOLIDATED TOTAL FUNDED DEBT $
=========
Exhibit J - Page 4
19
(ii) TOTAL CAPITALIZATION (as defined in Section 1.1)
(a) Consolidated Total Funded Debt of the Borrower and its
Consolidated Subsidiaries (See B(i) above) $
---------
(b) Plus Consolidated shareholders' equity of the Borrower and
its Consolidated Subsidiaries $
---------
TOTAL CAPITALIZATION $
=========
CONSOLIDATED TOTAL FUNDED DEBT TO TOTAL
CAPITALIZATION((i)/(ii)) %
=========
Maximum ratio allowed %
=========
Exhibit J - Page 5
20
Schedule 1
Schedule of Lenders' Commitments and Percentage Share
Lenders Commitment Percentage Share
------- ---------- ----------------
NationsBank, N.A. $8,636,363.64 8.636363636363640%
CIBC Inc. $8,636,363.64 8.636363636363640%
Morgan Guaranty Trust Company of New $8,636,363.64 8.636363636363640%
York
The Chase Manhattan Bank $8,636,363.64 8.636363636363640%
Bank of America National Trust and $5,454,545.45 5.454545454545450%
Savings Association
The Bank of New York $5,454,545.45 5.454545454545450%
The Bank of Nova Scotia $5,454,545.45 5.454545454545450%
Royal Bank of Canada $5,454,545.45 5.454545454545450%
Union Bank of California, N.A. $5,454,545.45 5.454545454545450%
Wells Fargo Bank, N.A. $5,454,545.45 5.454545454545450%
The Fuji Bank, Limited - Houston Agency $5,454,545.45 5.454545454545450%
Den Norske Bank ASA $3,636,363.64 3.636363636363640%
Banque Paribas $3,636,363.64 3.636363636363640%
First Union National Bank $3,636,363.64 3.636363636363640%
Bankers Trust Company $1,818,181.82 1.818181818181820%
Credit Agricole Indosuez $1,818,181.82 1.818181818181820%
Natexis Banque $1,818,181.82 1.818181818181820%
Toronto Dominion (Texas), Inc. $1,818,181.82 1.818181818181820%
The Toyo Trust & Banking Co., Ltd. $1,818,181.82 1.818181818181820%
Wachovia Bank, N.A. $1,818,181.82 1.818181818181820%
The Dai-Ichi Kangyo Bank, Ltd., New $1,818,181.82 1.818181818181820%
York Branch
The Sanwa Bank, Limited $1,818,181.82 1.818181818181820%
KBC Bank N.V. $1,818,181.82 1.818181818181820%
===============================================
Totals: $100,000,000.00 100.000000000000000%
Schedule 1 - Page 1