ADMINISTRATIVE SERVICES AGREEMENT among PIONEER SOUTHWEST ENERGY PARTNERS L.P., PIONEER NATURAL RESOURCES GP LLC, PIONEER SOUTHWEST ENERGY PARTNERS USA LLC, and PIONEER NATURAL RESOURCES USA, INC. dated effective as of May 6, 2008Administrative Services Agreement • May 9th, 2008 • Pioneer Southwest Energy Partners L.P. • Crude petroleum & natural gas
THIS ADMINISTRATIVE SERVICES AGREEMENT is entered into on, and effective as of May 6, 2008, among Pioneer Natural Resources GP LLC, a Delaware limited liability company (the “General Partner”), Pioneer Southwest Energy Partners L.P., a Delaware limited partnership (the “Partnership”), Pioneer Southwest Energy Partners USA LLC, a Texas limited liability company (the “Operating Company”), and Pioneer Natural Resources USA, Inc., a Delaware corporation (“Pioneer USA,” and collectively with the General Partner, the Partnership and the Operating Company, the “Parties” and each, a “Party”).
OMNIBUS OPERATING AGREEMENTOmnibus Operating Agreement • May 9th, 2008 • Pioneer Southwest Energy Partners L.P. • Crude petroleum & natural gas
This Omnibus Operating Agreement (this “Agreement”) is made and entered into this 6th day of May, 2008, by and between Pioneer Natural Resources USA, Inc., a Delaware corporation (“Pioneer USA”), and Pioneer Southwest Energy Partners USA LLC, a Texas limited liability company (“PSE USA”). Pioneer USA and PSE USA are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
TAX SHARING AGREEMENT BY AND AMONG PIONEER NATURAL RESOURCES COMPANY AND PIONEER SOUTHWEST ENERGY PARTNERS L.P. May 6, 2008Tax Sharing Agreement • May 9th, 2008 • Pioneer Southwest Energy Partners L.P. • Crude petroleum & natural gas • Delaware
Tax Sharing Agreement (the “Agreement”), dated this 6th day of May, 2008, by and among PIONEER NATURAL RESOURCES COMPANY (“Pioneer”), a Delaware corporation, and PIONEER SOUTHWEST ENERGY PARTNERS L.P. (the “Partnership”), a Delaware limited partnership.
MEMBERSHIP INTEREST SALE AGREEMENTMembership Interest Sale Agreement • May 9th, 2008 • Pioneer Southwest Energy Partners L.P. • Crude petroleum & natural gas
This Membership Interest Sale Agreement (the “Agreement”) is executed as of May 6, 2008 between Pioneer Natural Resources USA, Inc., a Delaware corporation (“Pioneer USA”), and Pioneer Southwest Energy Partners L.P., a Delaware limited partnership (“MLP”, and together with Pioneer USA, being sometimes collectively referred to as the “Parties” and individually as a “Party”).
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PIONEER SOUTHWEST ENERGY PARTNERS L.P.Pioneer Southwest Energy Partners L.P. • May 9th, 2008 • Crude petroleum & natural gas • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PIONEER SOUTHWEST ENERGY PARTNERS L.P., dated May 6, 2008, is entered into by and between Pioneer Natural Resources GP LLC, a Delaware limited liability company, as the General Partner, and Pioneer Natural Resources USA, Inc., a Delaware corporation, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
CONTRIBUTION AGREEMENT by and among PIONEER NATURAL RESOURCES USA, INC. PIONEER NATURAL RESOURCES GP LLC and PIONEER SOUTHWEST ENERGY PARTNERS L.P. May 6, 2008Contribution Agreement • May 9th, 2008 • Pioneer Southwest Energy Partners L.P. • Crude petroleum & natural gas
THIS CONTRIBUTION AGREEMENT, dated as of May 6, 2008, is entered into by and among Pioneer Natural Resources USA, Inc., a Delaware corporation (“Pioneer USA”), Pioneer Natural Resources GP LLC, a Delaware limited liability company (the “General Partner”), and Pioneer Southwest Energy Partners L.P., a Delaware limited partnership (“MLP”). The foregoing parties hereto are referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Each capitalized term used herein that is defined in Section 1.1 shall have the meaning assigned to such term in Section 1.1. Other terms defined herein have the meanings so given them.
