NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


 Exhibit 10.1 
 NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 
 THIS NINTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of May 31, 2012, is by and among Concho Resources Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto (the
“Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Unless the context otherwise requires or unless otherwise expressly defined herein, capitalized terms
used but not defined in this Amendment have the meanings assigned to such terms in the Credit Agreement (as defined below). 

WITNESSETH: 
 WHEREAS, the Borrower, the Administrative Agent and the Lenders entered into that certain Amended and Restated Credit Agreement dated as of July 31, 2008 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”); and 
 WHEREAS, the
Borrower has requested that the Administrative Agent and the Required Lenders amend the Credit Agreement in certain respects. 

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Borrower, the Administrative Agent and the Required Lenders hereby agree as follows: 
 SECTION 1. Amendments to Credit Agreement. Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 3 of this Amendment, and in reliance
on the representations, warranties, covenants and agreements contained in this Amendment, the Credit Agreement shall be amended in the manner provided in this Section 1. 

1.1 Additional Definition. Section 1.01 of the Credit Agreement shall be and it hereby is amended by inserting the
following definition in alphabetical order: 
 “Ninth Amendment Effective Date” means
May 31, 2012. 
 1.2 Amended Definition. The following definition set forth in Section 1.01 of the
Credit Agreement shall be and it hereby is amended in its entirety to read as follows: 
 “Maximum
Facility Amount” means, as of the Ninth Amendment Effective Date, $2,500,000,000. 
 SECTION 2. Reallocation and Increase of
Commitments and Maximum Facility Amount. Notwithstanding anything to the contrary contained in Section 2.20 of the Credit Agreement, the Lenders party hereto have agreed to, among other things, permit one or more of the Lenders to
increase their respective Commitments under the Credit Agreement (each, an “Increasing Lender”) pursuant to the terms of this Section 2. Each of the Administrative Agent and the


  

			
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Borrower hereby consents to the increase in each Increasing Lender’s Commitment. On the date this Amendment becomes effective and after giving effect to the increased Commitments of the
Increasing Lenders and the increase in the Aggregate Commitment, the Commitment of each Lender shall be as set forth on Schedule 2.01 of this Amendment and the Maximum Facility Amount shall be $2,500,000,000. Each Lender party hereto hereby
consents to the Commitments set forth on Schedule 2.01 of this Amendment and the increase in the Maximum Facility Amount to $2,500,000,000. The increase in each Increasing Lender’s Commitment shall be deemed to have been consummated
pursuant to the terms of the Lender Certificate attached as Exhibit I to the Credit Agreement as if such Increasing Lender had executed a Lender Certificate with respect to such increase. To the extent requested by any Lender and in
accordance with Section 2.16 of the Credit Agreement, the Borrower shall pay to such Lender, within the time period prescribed by Section 2.16 of the Credit Agreement, any amounts required to be paid by the Borrower under Section 2.16
of the Credit Agreement in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the increase in the
Aggregate Commitment contemplated by this Section 2. 
 SECTION 3. Conditions. The amendments to the Credit Agreement
set forth in Section 1 of this Amendment and the increase in the Aggregate Commitment and the Maximum Facility Amount contained in Section 2 of this Amendment shall be effective upon the satisfaction of each of the conditions
set forth in this Section 3. 
 3.1 Execution and Delivery. Each Loan Party and the Required Lenders shall
have executed and delivered this Amendment and any other documents requested by the Administrative Agent prior to the date hereof, all in form and substance satisfactory to the Administrative Agent. 

3.2 Fees. The Borrower and the Administrative Agent shall have executed and delivered a fee letter in connection with this
Amendment, and the Administrative Agent shall have received the fees separately agreed upon in such fee letter. 
 3.3 No
Default. No Default shall have occurred and be continuing or shall result from the effectiveness of this Amendment. 

3.4 Other Documents. The Administrative Agent shall have received such other instruments and documents incidental and appropriate
to the transaction provided for herein as the Administrative Agent or its special counsel may reasonably request prior to the date hereof, and all such documents shall be in form and substance satisfactory to the Administrative Agent. 

SECTION 4. Post-Closing Covenant. Within seventy-five (75) days following the Ninth Amendment Effective Date (or such longer
period as permitted by the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent Mortgages reasonably satisfactory to the Administrative Agent with respect to the Borrowing Base Properties, or the
portion thereof, as required by Section 6.16(c) of the Credit Agreement. 

  

			
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 SECTION 5. Representations and Warranties of the Borrower. To induce the Lenders to enter into
this Amendment, the Borrower hereby represents and warrants to the Lenders as follows: 
 5.1 Reaffirmation of
Representations and Warranties/Further Assurances. After giving effect to the amendments contained herein, each representation and warranty of the Borrower or any Guarantor contained in the Credit Agreement or in any other Loan Document is true
and correct in all material respects on the date of this Amendment (except that any representation or warranty which by its terms was made as of a specified date shall be true and correct in all material respects only as of such specified date and
any representation or warranty which is qualified by reference to “materiality” or “Material Adverse Effect” is true and correct in all respects). 
 5.2 Corporate Authority; No Conflicts. The execution, delivery and performance by the Borrower and each Guarantor (to the extent a party hereto or thereto) of this Amendment and all documents,
instruments and agreements contemplated herein are within the Borrower’s or such Guarantor’s corporate or other organizational powers, have been duly authorized by necessary action and require no approval, consent or action by or in
respect of, or filing with, any court or agency of government. 
 5.3 Enforceability. This Amendment constitutes the
valid and binding obligation of the Borrower enforceable in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and
(ii) the availability of equitable remedies may be limited by equitable principles of general application. 
 5.4 No
Default. As of the date of this Amendment, no Default has occurred and is continuing. 
 SECTION 6. Miscellaneous.

 6.1 Reaffirmation of Loan Documents and Liens. Any and all of the terms and provisions of the Credit Agreement and
the Loan Documents shall, except as amended and modified hereby, remain in full force and effect. The Borrower hereby agrees that the amendments and modifications herein contained shall not impair its liabilities, duties and obligations under the
Credit Agreement and the other Loan Documents to which it is a party or the Liens granted by it securing the payment and performance thereof. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right,
power or remedy of any Lender, the L/C Issuer or the Administrative Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents. Upon and after the
execution of this Amendment by each of the parties hereto, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference
in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby. This
Amendment is a Loan Document, and all provisions in the Credit Agreement pertaining to Loan Documents apply hereto. 

  

			
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 6.2 Parties in Interest. All of the terms and provisions of this Amendment shall bind
and inure to the benefit of the parties hereto and their respective successors and assigns. 
 6.3 Legal Expenses. The
Borrower hereby agrees to pay all reasonable fees and expenses of special counsel to the Administrative Agent incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and all related
documents. 
 6.4 Counterparts. This Amendment may be executed in one or more counterparts and by different parties
hereto in separate counterparts each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. However, this Amendment shall bind no party until the Borrower, the Required Lenders, and the Administrative Agent have
executed a counterpart. Delivery of photocopies of the signature pages to this Amendment by facsimile or electronic mail shall be effective as delivery of manually executed counterparts of this Amendment. 

6.5 Complete Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 
 6.6 Headings. The headings, captions and arrangements used in this Amendment are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of
this Amendment, nor affect the meaning thereof. 
 6.7 Governing Law. This Amendment shall be governed by, and construed
in accordance with, the law of the State of Texas. 
 [Signature pages follow]


  

			
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 IN WITNESS WHEREOF, the parties hereto have caused this Ninth Amendment to Amended
and Restated Credit Agreement to be duly executed as of the date first above written. 
  

			
	BORROWER:
	
	 CONCHO RESOURCES INC.,
 a Delaware corporation

		
	By:	 	 /s/ Darin G. Holderness

	Name:	 	Darin G. Holderness
	Title:	 	 Senior Vice President, Chief Financial
 Officer and Treasurer




  

			
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	JPMORGAN CHASE BANK, N.A.,
	as Administrative Agent
		
	By:	 	 /s/ Mark E. Olson

		 	 Mark E. Olson
 Authorized
Officer

	
	 JPMORGAN CHASE BANK, N.A.,
 as a Lender, L/C Issuer and Swing Line Lender

		
	By:	 	 /s/ Mark E. Olson

		 	 Mark E. Olson
 Authorized
Officer



  

  

			
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	BANK OF AMERICA, N.A.,
	as Syndication Agent and a Lender
		
	By:	 	 /s/ Christoher Renyi

	Name:	 	Christopher Reyni
	Title:	 	Vice President



  

			
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	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, f/k/a CALYON (NEW YORK BRANCH),
	as a Co-Documentation Agent and a Lender
		
	By:	 	 /s/ Darrell Stanley

	Name:	 	Darrell Stanley
	Title:	 	Managing Director
		
	By:	 	 /s/ Sharada Manne

	Name:	 	Sharada Manne
	Title:	 	Managing Director



  

			
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	ING CAPITAL LLC,
	as a Co-Documentation Agent and a Lender
		
	By:	 	 /s/ Charles Hall

	Name:	 	Charles Hall
	Title:	 	Managing Director


  

  

			
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	SCOTIABANC INC.,
	as a Lender
		
	By:	 	 /s/ J.F. Todd

	Name:	 	J.F. Todd
	Title:	 	Managing Director



  

			
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	UNION BANK, N.A.,
	as a Lender
		
	By:	 	 /s/ Bradley Kraus

	Name:	 	Bradley Kraus
	 Title:
	 	IBO


  

  

			
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	COMPASS BANK,
	as a Lender
		
	By:	 	 /s/ Kathleen J. Bowen

	Name:	 	Kathleen J. Bowen
	Title:	 	Senior Vice President


  

  

			
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	KEY BANK NATIONAL ASSOCIATION,
	 as a Lender

		
	By:	 	 /s/ Craig A. Hanselman

	Name:	 	Craig A. Hanselman
	Title:	 	Vice President



  

			
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	U.S. BANK NATIONAL ASSOCIATION,
	 as a Lender

		
	By:	 	 /s/ Bruce E. Hernandez

	Name:	 	Bruce E. Hernandez
	Title:	 	Vice President



  

			
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	WELLS FARGO BANK, N.A.,
	 as a Co-Documentation Agent and a Lender

		
	By:	 	 /s/ Edward Pak

	Name:	 	Edward Pak
	Title:	 	Director



  

			
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	SUMITOMO MITSUI BANKING CORPORATION,
	as a Lender
		
	By:	 	 /s/ Shuji Yabe

	Name:	 	Shuji Yabe
	Title:	 	Managing Director



  

			
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	NATIXIS (formerly Natexis Banques Populaires),
	as a Lender
		
	By:	 	 /s/ Louis P. Laville, III

	Name:	 	Louis P. Laville, III
	Title:	 	Managing Director
		
	By:	 	 /s/ Mary Lou Allen

	Name:	 	Mary Lou Allen
	Title:	 	Director



  

			
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	SUNTRUST BANK,
	as a Lender
		
	By:	 	 /s/ Gregory C. Magnuson

	Name:	 	Gregory C. Magnuson
	Title:	 	Vice President



  

			
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	BOKF, NA dba BANK OF TEXAS,
	as a Lender
		
	By:	 	 /s/ Matt Chase

	Name:	 	Matt Chase
	Title:	 	Vice President



  

			
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	CITIBANK, N.A. (formerly Citibank Texas, N.A.),
	as a Lender
		
	By:	 	 /s/ Mason McGurrin

	Name:	 	Mason McGurrin
	Title:	 	Vice President


  

  

			
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	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	as a Lender
		
	By:	 	 /s/ Courtney E. Meehan

	Name:	 	Courtney E. Meehan
	Title:	 	Vice President
		
	By:	 	 /s/ Marguerite Sutton

	Name:	 	Marguerite Sutton
	Title:	 	Director



  

			
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	THE FROST NATIONAL BANK,
	 as a Lender

		
	By:	 	 /s/ Alex Zenkoski

	Name:	 	Alex Zenkoski
	Title:	 	Vice President



  

			
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	BANK OF MONTREAL,
	as a Lender
		
	By:	 	 /s/ Gumaro Tijerina

	Name:	 	Gumaro Tijerina
	Title:	 	Director



  

			
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	BARCLAYS BANK PLC,
	as a Lender
		
	By:	 	 /s/ Vanessa A. Kurbatskiy

	Name:	 	Vanessa A. Kurbatskiy
	Title:	 	Vice President



  

			
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	THE ROYAL BANK OF SCOTLAND plc,
	 as a Lender

		
	By:	 	 /s/ Sanjay Remond

	Name:	 	Sanjay Remond
	Title:	 	Director



  

			
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	UBS LOAN FINANCE LLC,
	as a Lender
		
	By:	 	 /s/ Mary E. Evans

	Name:	 	Mary E. Evans
	Title:	 	Associate Director
		
	By:	 	 /s/ Irja R. Otsa

	Name:	 	Irja R. Otsa
	Title:	 	Associate Director


  

  

			
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	CAPITAL ONE, NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	 /s/ Nancy Mak

	Name:	 	Nancy Mak
	Title:	 	Vice President



  

			
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	CIBC, INC.,
	as a Lender
		
	By:	 	 /s/ Trudy Nelson

	Name:	 	Trudy Nelson
	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Richard Antl

	Name:	 	Richard Antl
	Title:	 	Authorized Signatory



  

			
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	REGIONS BANK,
	 as a Lender

		
	By:	 	 /s/ Kelly L. Elmore III

	Name:	 	Kelly L. Elmore III
	Title:	 	Senior Vice President



  

			
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	ROYAL BANK OF CANADA,
	 as a Lender

		
	By:	 	 /s/ Mark Lumpkin, Jr.

	Name:	 	Mark Lumpkin, Jr.
	Title:	 	Authorized Signatory



  

			
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	AMEGY BANK, N.A.,
	 as a Lender

		
	By:	 	 /s/ JB Askew

	Name:	 	JB Askew
	Title:	 	Officer



  

			
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	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
		
	By:	 	 /s/ Shaheen Malik

	Name:	 	Shaheen Malik
	Title:	 	Vice President
		
	By:	 	 /s/ Michael D. Spaight

	Name:	 	Michael D. Spaight
	Title:	 	Associate



  

			
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 CONSENT AND REAFFIRMATION 

The undersigned (each a “Guarantor”) hereby (i) acknowledges receipt of a copy of the foregoing Ninth Amendment to
Amended and Restated Credit Agreement (the “Ninth Amendment”); (ii) consents to the Borrower’s execution and delivery thereof; (iii) agrees to be bound thereby; (iv) affirms that nothing contained therein shall
modify in any respect whatsoever its guaranty of the obligations of the Borrower to Lenders pursuant to the terms of its Guaranty in favor of Agent and the Lenders (the “Guaranty”) or the Liens granted by it securing payment and
performance thereunder and (v) reaffirms that the Guaranty and such Liens are and shall continue to remain in full force and effect. Although each Guarantor has been informed of the matters set forth herein and has acknowledged and agreed to
same, each Guarantor understands that the Lenders have no obligation to inform any Guarantor of such matters in the future or to seek any Guarantor’s acknowledgment or agreement to future amendments or waivers for its Guaranty to remain in full
force and effect, and nothing herein shall create such duty or obligation. 
 IN WITNESS WHEREOF, the undersigned has
executed this Consent and Reaffirmation on and as of the date of this Ninth Amendment. 
  

			
	GUARANTORS:
	
	COG OPERATING LLC,
	a Delaware limited liability company
		
	By:	 	 /s/ Darin G. Holderness

	Name:	 	Darin G. Holderness
	Title:	 	Senior Vice President, Chief Financial Officer and Treasurer
	
	COG REALTY LLC,
	a Texas limited liability company
		
	By:	 	 /s/ Darin G. Holderness

	Name:	 	Darin G. Holderness
	Title:	 	Senior Vice President, Chief Financial Officer and Treasurer



  

			
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	QUAIL RANCH LLC,
	a Texas limited liability company
		
	By:	 	 /s/ Darin G. Holderness

	Name:	 	Darin G. Holderness
	Title:	 	Senior Vice President, Chief Financial Officer and Treasurer
	
	COG HOLDINGS LLC,
	a Texas limited liability company
		
	By:	 	 /s/ Darin G. Holderness

	Name:	 	Darin G. Holderness
	Title:	 	Senior Vice President, Chief Financial Officer and Treasurer
	
	CONCHO OIL & GAS LLC,
	a Texas limited liability company
		
	By:	 	 /s/ Darin G. Holderness

	Name:	 	Darin G. Holderness
	Title:	 	Senior Vice President, Chief Financial Officer and Treasurer
	
	DELAWARE RIVER SWD LLC,
	a Texas limited liability company
		
	By:	 	 /s/ Darin G. Holderness

	Name:	 	Darin G. Holderness
	Title:	 	Senior Vice President, Chief Financial Officer and Treasurer
	
	COG PRODUCTION LLC,
	a Texas limited liability company
		
	By:	 	 /s/ Darin G. Holderness

	Name:	 	Darin G. Holderness
	Title:	 	Senior Vice President, Chief Financial Officer and Treasurer



  

			
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	COG ACREAGE LP,
	a Texas limited partnership
		
	By:	 	COG Production LLC, its general partner
		
	By:	 	 /s/ Darin G. Holderness

	Name:	 	Darin G. Holderness
	Title:	 	Senior Vice President, Chief Financial Officer and Treasurer



  

			
	NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT
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 SCHEDULE 2.01 

COMMITMENTS 

AND APPLICABLE PERCENTAGES 
  

									
	 Lender
	  	Commitment1	 	  	Applicable Percentage	 
	 JPMorgan Chase Bank, N.A.
	  	$	237,000,000	  	  	 	9.4800000	% 
	 Bank of America, N.A.
	  	$	237,000,000	  	  	 	9.4800000	% 
	 Wells Fargo Bank, N.A.
	  	$	236,500,000	  	  	 	9.4600000	% 
	 Credit Agricole Corporate and Investment Bank, f/k/a Calyon (New York Branch)
	  	$	148,000,000	  	  	 	5.9200000	% 
	 ING Capital LLC
	  	$	148,000,000	  	  	 	5.9200000	% 
	 Compass Bank
	  	$	87,500,000	  	  	 	3.5000000	% 
	 Scotiabanc Inc.
	  	$	87,500,000	  	  	 	3.5000000	% 
	 Sumitomo Mitsui Banking Corporation
	  	$	87,500,000	  	  	 	3.5000000	% 
	 Union Bank, N.A.
	  	$	87,500,000	  	  	 	3.5000000	% 
	 U.S. Bank National Association
	  	$	87,500,000	  	  	 	3.5000000	% 
	 Bank of Scotland plc
	  	$	75,000,000	  	  	 	3.0000000	% 
	 Natixis
	  	$	75,000,000	  	  	 	3.0000000	% 
	 Deutsche Bank Trust Company Americas
	  	$	69,000,000	  	  	 	2.7600000	% 
	 Key Bank National Association
	  	$	69,000,000	  	  	 	2.7600000	% 
	 Suntrust Bank
	  	$	69,000,000	  	  	 	2.7600000	% 
	 Barclays Bank PLC
	  	$	65,000,000	  	  	 	2.6000000	% 
	 Bank of Montreal
	  	$	65,000,000	  	  	 	2.6000000	% 
	 The Royal Bank of Scotland plc
	  	$	65,000,000	  	  	 	2.6000000	% 
	 UBS Loan Finance LLC
	  	$	65,000,000	  	  	 	2.6000000	% 
	 Capital One, N.A.
	  	$	60,000,000	  	  	 	2.4000000	% 
	 CIBC Inc.
	  	$	60,000,000	  	  	 	2.4000000	% 
	 Comerica Bank
	  	$	60,000,000	  	  	 	2.4000000	% 
	 Citibank, N.A.
	  	$	40,000,000	  	  	 	1.6000000	% 
	 The Frost National Bank
	  	$	40,000,000	  	  	 	1.6000000	% 
	 BOKF, NA dba Bank of Texas
	  	$	35,000,000	  	  	 	1.4000000	% 
	 Regions Bank
	  	$	35,000,000	  	  	 	1.4000000	% 
	 Royal Bank of Canada
	  	$	35,000,000	  	  	 	1.4000000	% 
	 Goldman Sachs Bank USA
	  	$	25,000,000	  	  	 	1.0000000	% 
	 Societe Generale
	  	$	25,000,000	  	  	 	1.0000000	% 
	 Amegy Bank, N.A.
	  	$	12,000,000	  	  	 	0.4800000	% 
	 Credit Suisse AG
	  	$	12,000,000	  	  	 	0.4800000	% 
	 Total
	  	$	2,500,000,000	  	  	 	100.0000000	% 

  
  

	1 	 As of the Ninth Amendment Effective Date, and subject to adjustment as a result of changes in the Borrowing Base and the Maximum Facility Amount.




  

			
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		  	SCHEDULE 2.01