EXHIBIT 10.2
FIRST AMENDMENT
TO
5-YEAR REVOLVING CREDIT AGREEMENT
dated as of
June 9, 2004
among
PIONEER NATURAL RESOURCES COMPANY,
as the Borrower
JPMORGAN CHASE BANK,
as Administrative Agent
JPMORGAN CHASE BANK and BANK OF AMERICA, N.A.,
as Issuing Banks
and
The Lenders Party Hereto
----------------------------
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Syndication Agent
BANK OF AMERICA, N.A., BANK ONE, N.A., FLEET NATIONAL BANK, WELLS
FARGO BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agents
----------------------------
J.P. MORGAN SECURITIES INC. and WACHOVIA
CAPITAL MARKETS, LLC, as Co-Arrangers and
Joint Bookrunners
THIS FIRST AMENDMENT TO CREDIT AGREEMENT 5-Year Revolving Credit Agreement
(this "First Amendment") dated as of June 9, 2004, among Pioneer Natural
Resources Company, a Delaware corporation, as the Borrower, JPMorgan Chase Bank,
as Administrative Agent, JPMorgan Chase Bank and Bank of America, N.A., as
Issuing Banks, the Lenders party hereto, Wachovia Bank, National Association, as
Syndication Agent, Bank of America, N.A., Bank One, N.A., Fleet National Bank,
Wells Fargo Bank, National Association, as Co-Documentation Agents, and J.P.
Morgan Securities Inc. and Wachovia Capital Markets, LLC, as Co-Arrangers and
Joint Bookrunners.
R E C I T A L S
A. The Borrower, the Administrative Agent, the Co-Arrangers, Joint
Bookrunners, Syndication Agent and Co-Documentation Agents and the Lenders are
parties to that certain Credit Agreement dated as of December 16, 2003 (the
"Credit Agreement"), pursuant to which the Lenders have made certain credit
available to and on behalf of the Borrower.
B. The Borrower has requested and the Lenders have agreed to amend certain
provisions of the Credit Agreement.
C. NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. Defined Terms. Each capitalized term which is defined in the
Credit Agreement, but which is not defined in this First Amendment, shall have
the meaning ascribed such term in the Credit Agreement. Unless otherwise
indicated, all section references in this First Amendment refer to sections of
the Credit Agreement.
Section 2. Amendments to Credit Agreement.
2.1 Amendments to Section 1.01.
(a) The definitions of "Agreement" and "Subsidiary Guarantor" in Section
1.01 of the Credit Agreement are hereby amended to read as follows:
"Agreement" means this Credit Agreement, as amended by the First
Amendment, as the same may from time to time be amended, modified,
supplemented or restated.
"Subsidiary Guarantor" means any Subsidiary that is required to
execute and deliver a Subsidiary Guaranty.
(b) The definitions of "First Amendment" and "Total Adjusted Debt" are
hereby added in Section 1.01 the Credit Agreement where alphabetically
appropriate to read as follows:
"First Amendment" means that certain First Amendment to Credit
Agreement dated as of June 9, 2004 among the Borrower, the Administrative
Agent, the Co-Arrangers, Joint Bookrunners, Syndication Agent and Co-
Documentation Agents and the Lenders.
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"Total Adjusted Debt" means as of any date of determination, all
Indebtedness (without duplication) of the Borrower and the Restricted
Subsidiaries on a consolidated basis (including any Indebtedness proposed
to be incurred on such date of determination and excluding all Indebtedness
to be paid on such date of determination with the proceeds thereof).
2.2 Amendment to Section 6.01. Section 6.01 of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:
"Section 6.01 Indebtedness.
(a) The Borrower will not, and will not permit any Restricted
Subsidiary to, create, incur, assume or permit to exist (collectively "incur")
any Indebtedness if the Borrower would be in breach of any covenant set forth in
Section 6.04 as a result of such incurrence.
(b) The Borrower will not permit any Restricted Subsidiary to
incur Indebtedness included in the definition of Total Adjusted Debt (including
for this purpose, the amount of such Indebtedness of the Borrower that is
Guaranteed by one or more Restricted Subsidiaries) except for (i) such
Indebtedness consisting of obligations, contingent or otherwise, in respect of
letters of credit outstanding at such time for all Restricted Subsidiaries in an
aggregate amount not exceeding $50,000,000 and (ii) other such Indebtedness
(including without limitation, obligations, contingent or otherwise, in respect
of letters of credit in excess of the amount permitted by clause (i) of this
Section 6.01(b)) outstanding at such time for all Restricted Subsidiaries in an
aggregate amount not exceeding $150,000,000."
2.3 Amendment to Section 6.05(b). Section 6.05(b) of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:
"(b) No Subsidiary shall Guarantee any Indebtedness included
in the definition of Total Adjusted Debt, except for Indebtedness of a
Restricted Subsidiary permitted by Section 6.01(b), unless it shall have
previously or concurrently therewith executed and delivered a Subsidiary
Guaranty to the Administrative Agent together with the items in Sections 4.01(c)
and (d) as to such Subsidiary Guarantor and the Subsidiary Guaranty."
Section 3. Termination of Subsidiary Guaranty. The Subsidiary Guaranty of
Pioneer Natural Resources USA, Inc. is hereby terminated.
Section 4. Conditions Precedent. The effectiveness of this First Amendment
is subject to the receipt by the Administrative Agent of the following documents
and satisfaction of the other conditions specified in this Section 4:
4.1 Counterparts of First Amendment. The Administrative Agent shall have
received from the Borrower and the Required Lenders multiple counterparts (in
such number as may be requested by the Administrative Agent) of this First
Amendment signed on behalf of each such party.
4.2 No Default. No Default shall have occurred and be continuing as of the
date hereof, after giving effect to the terms of this First Amendment.
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4.3 Concurrent Termination. As a result of and concurrently with the
termination of the Subsidiary Guaranty, any guarantee by Pioneer Natural
Resources USA, Inc. of any other Indebtedness included in the definition of
Total Adjusted Debt, except for Indebtedness of a Restricted Subsidiary
permitted by Section 6.01(b), shall be automatically terminated.
Section 5. Miscellaneous.
5.1 Confirmation. The provisions of the Credit Agreement, as amended by
this First Amendment, shall remain in full force and effect in accordance with
its terms following the effectiveness of this First Amendment.
5.2 Ratification and Affirmation; Representations and Warranties. The
Borrower hereby (a) represents and warrants to the Lenders that as of the date
hereof, after giving effect to the terms of this First Amendment, (i) all of the
representations and warranties contained in each Loan Document to which it is a
party are true and correct, except to the extent any such representations and
warranties are expressly limited to an earlier date, in which case, such
representations and warranties shall continue to be true and correct in all
material respects as of such specified earlier date, and (ii) no Default has
occurred and is continuing.
5.3 Loan Document. This First Amendment is a "Loan Document" as defined
and described in the Credit Agreement and all of the terms and provisions of the
Credit Agreement relating to Loan Documents shall apply hereto.
5.4 Counterparts. This First Amendment may be executed by one or more of
the parties hereto in any number of separate counterparts, and all of such
counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of this First Amendment by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.
5.5 No Oral Agreement. This First Amendment, the Credit Agreement and the
other Loan Documents executed in connection therewith represent the final
agreement between the parties and may not be contradicted by evidence of prior,
contemporaneous, or unwritten oral agreements of the parties. There are no
subsequent oral agreements between the parties.
5.6 GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed as of the date first written above.
Borrower: PIONEER NATURAL RESOURCES
- -------- COMPANY
By: /s/ Timothy L. Dove
----------------------------------
Name: Timothy L. Dove
Title: Executive Vice President and
Chief Financial Officer
Administrative Agent & Lender: JPMORGAN CHASE BANK
- -----------------------------
By: /s/ Robert C. Mertensotto
----------------------------------
Name: Robert C. Mertensotto
Title: Managing Director
Co-Arranger: J.P. MORGAN SECURITIES INC.
- -----------
By: /s/ George M. Serice
----------------------------------
Name: George M. Serice
Title: Vice President
Co-Arranger: WACHOVIA CAPITAL MARKETS, LLC
- -----------
By: /s/ David Humphreys
----------------------------------
Name: David Humphreys
Title: Director
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Syndication Agent & Lender: WACHOVIA BANK, NATIONAL
- -------------------------- ASSOCIATION
By: /s/ David Humphreys
----------------------------------
Name: David Humphreys
Title: Director
Documentation Agent & Lender: BANK OF AMERICA, N.A.
- ----------------------------
By: /s/ Ronald E. McKaig
----------------------------------
Name: Ronald E. McKaig
Title: Managing Director
Documentation Agent & Lender: BANK ONE, N.A.
- ---------------------------- (MAIN OFFICE CHICAGO)
By:
----------------------------------
Name:
Title:
Documentation Agent & Lender: FLEET NATIONAL BANK
- ----------------------------
By:
----------------------------------
Name:
Title:
Documentation Agent & Lender: WELLS FARGO BANK, NATIONAL
- ---------------------------- ASSOCIATION
By: /s/ David C. Brooks
----------------------------------
Name: David C. Brooks
Title: Vice President
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Lenders: ABN AMRO
- -------
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
CITIBANK, N.A.
By:
----------------------------------
Name:
Title:
CALYON NEW YORK BRANCH,
as successor in interest by
consolidation to
CREDIT AGRICOLE INDOSUEZ
By: /s/ Olivier Audemard
----------------------------------
Name: Olivier Audemard
Title: Managing Director
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CREDIT SUISSE FIRST BOSTON
acting through its Cayman Islands Branch
By: /s/ Paul Colon
----------------------------------
Name: Paul Colon
Title: Director
By: /s/ Karim Blasetti
----------------------------------
Name: Karim Blasetti
Title: Associate
DEUTSCHE BANK AG NEW YORK BRANCH
By: /s/ Michael Starmer Smith
----------------------------------
Name: Michael Starmer Smith
Title: Managing Director
By: /s/ Oliver Riedinger
----------------------------------
Name: Oliver Riedinger
Title: Vice President
THE BANK OF NOVA SCOTIA
By:
----------------------------------
Name:
Title:
SCOTIABANC INC.
By:
----------------------------------
Name:
Title:
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SUNTRUST BANK
By: /s/ James M. Warren
----------------------------------
Name: James M. Warren
Title: Director
UNION BANK OF CALIFORNIA, N.A.
By:
----------------------------------
Name:
Title:
BARCLAYS BANK PLC
By: /s/ Nicholas A. Bell
----------------------------------
Name: Nicholas A. Bell
Title: Director
BNP PARIBAS
By: /s/ David Dodd
----------------------------------
Name: David Dodd
Title: Director
By: /s/ Betsy Jocher
----------------------------------
Name: Betsy Jocher
Title: Vice President
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THE BANK OF NEW YORK
By:
----------------------------------
Name:
Title:
DNB NOR BANK ASA
By: /s/ Peter M. Dodge
----------------------------------
Name: Peter M. Dodge
Title: First Vice President
By: /s/ Nils Fykse
----------------------------------
Name: Nils Fykse
Title: Senior Vice President
MIZUHO CORPORATE BANK, LTD
By:
----------------------------------
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Mark E. Thompson
----------------------------------
Name: Mark E. Thompson
Title: Vice President
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WASHINGTON MUTUAL BANK, F.A.
By: /s/ Mark Isensee
----------------------------------
Name: Mark Isensee
Title: Vice President
AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED
By: /s/ John W. Wade
----------------------------------
Name: John W. Wade
Title: Director
HARRIS NESBITT FINANCING, INC.
(fka BMO NESBITT BURNS FINANCING, INC.)
By: /s/ James V. Ducote
----------------------------------
Name: James V. Ducote
Title: Vice President
KBC BANK N.V.
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
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TORONTO DOMINION (TEXAS), INC.
By: /s/ Mark A. Baird
----------------------------------
Name: Mark A. Baird
Title: Vice President
UFJ BANK LIMITED
By: /s/ Clyde L. Redford
----------------------------------
Name: Clyde L. Redford
Title: Senior Vice President
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