0000950134-08-000277 Sample Contracts

Crude Oil Purchase Contract
Pioneer Southwest Energy Partners L.P. • January 8th, 2008 • Crude petroleum & natural gas

This contract by and between Pioneer Natural Resources USA (“Pioneer”), with an address of 5205 N. O’Connor Blvd. Irving, Texas and Plains Marketing, L.P., (“PMLP”), covering the sale and delivery by Pioneer and the purchase and receipt by PMLP of the hereinafter specified oil is entered into in accordance with the following terms and conditions:

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FORM] PIONEER SOUTHWEST ENERGY PARTNERS L.P. 2008 LONG TERM INCENTIVE PLAN RESTRICTED UNIT AGREEMENT FOR NONEMPLOYEE DIRECTORS (INITIAL AWARD)
Restricted Unit Agreement for Nonemployee Directors • January 8th, 2008 • Pioneer Southwest Energy Partners L.P. • Crude petroleum & natural gas • Delaware

This Restricted Unit Agreement (this “Agreement”) is made and entered into by and between PIONEER NATURAL RESOURCES GP LLC, a Delaware limited liability company (the “Company”), and (the “Director”). This Agreement is entered into as of the ___day of , 200___(the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.

CONTRACT NO 2582-1013 January 19, 2005
Pioneer Southwest Energy Partners L.P. • January 8th, 2008 • Crude petroleum & natural gas

This contract by and between Pioneer Natural Resources USA (“Pioneer”), with an address of PO Box 3178, Midland, TX 79702 and Plains Marketing, L.P., (“PMLP”), covering the sale and delivery by Pioneer and the purchase and receipt by PMLP of the hereinafter specified oil is entered into in accordance with the following terms and conditions:

AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • January 8th, 2008 • Pioneer Southwest Energy Partners L.P. • Crude petroleum & natural gas • Texas

THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 14, 2007 (the “Effective Date”), is entered into by and among PIONEER SOUTHWEST ENERGY PARTNERS L.P., a Delaware limited partnership (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, WELLS FARGO BANK, N. A., as Syndication Agent, and BMO CAPITAL MARKETS FINANCING, INC., as Documentation Agent.

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