Exhibit 4.1


 


WPX
ENERGY, INC.


 


AND


 


THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A.


 


as Trustee


 





 



 


SIXTH SUPPLEMENTAL INDENTURE


 


Dated as of June 17, 2020


 


to the


 


INDENTURE


 


Dated as of September 8, 2014


 





 



 






    	 	 	 



    	 	 	 



    

 





TABLE
OF CONTENTS


 





 



 




	Page
	Article 1
	Definitions
	Section 1.01.   Relation to Base Indenture	1
	Section 1.02.   Definition of Terms	1
	 	 
	Article 2
	 General Terms and Conditions of the Notes
	 
	Section 2.01.   Designation and Principal Amount	10
	Section 2.02.   Maturity	10
	Section 2.03.   Form, Payment and Appointment	10
	Section 2.04.   Global Notes	11
	Section 2.05.   Interest	11
	Section 2.06.   No Sinking Fund	12
	Section 2.07.   Satisfaction and Discharge	12
	Section 2.08.   Execution of Securities	12
	 	 
	Article 3
	 Redemption of the Notes
	 
	Section 3.01.   Optional Redemption	12
	Section 3.02.   Election or Obligation to Redeem; Notice to Trustee	14
	Section 3.03.   Selection by Trustee of Notes to be Redeemed	14
	Section 3.04.   Deposit of Redemption Price	14
	Section 3.05.   Notes Redeemed in Part	15
	Section 3.06.   Repurchases on the Open Market	15
	 	 
	Article 4 
	Change of Control
	 
	Section 4.01.   Offer to Repurchase Upon Change of Control	15
	 	 
	Article 5
	 Forms of Notes
	 
	Section 5.01.   Forms of Notes	17
	 	 
	Article 6
	 Original Issue of Notes
	 
	Section 6.01.   Original Issue of Notes	17







 






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	Article 7
	 Miscellaneous
	 
	Section 7.01.   Ratification of Indenture	17
	Section 7.02.   Trustee Not Responsible for Recitals	17
	Section 7.03.   Governing Law	18
	Section 7.04.   Waiver of Trial by Jury	18
	Section 7.05.   Table of Contents, Headings, etc	18
	Section 7.06.   Execution in Counterparts	18
	Section 7.07.   Separability; Benefits	18
	 	 
	EXHIBIT A-1   Form of 5.875% Senior Notes due 2028	A-1



 






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THIS SIXTH SUPPLEMENTAL
INDENTURE (this “Sixth Supplemental Indenture”), dated as of June 17, 2020, is between WPX Energy, Inc., a Delaware
corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association
(the “Trustee”).


 


R E C I T A L S


 


WHEREAS, the Company
has executed and delivered to the Trustee an Indenture, dated as of September 8, 2014, between the Company and the Trustee (the
“Base Indenture” and, as supplemented by this Sixth Supplemental Indenture, the “Indenture”),
providing for the issuance from time to time of series of Securities of the Company;


 


WHEREAS, Section 10.01(c)
of the Base Indenture provides for the Company and the Trustee to enter into an indenture supplemental to the Base Indenture to
establish the forms or terms of Securities of any series as permitted by ‎Section
2.01 and ‎Section 2.02 of the Base Indenture;


 


WHEREAS, pursuant to
‎‎Section 2.02 of the Base Indenture, the Company wishes
to provide for the issuance of a new series of Securities to be known as its 5.875% Senior Notes due 2028 (the “Notes”),
the form and terms of such Notes and the terms, provisions and conditions thereof to be set forth as provided in this Sixth Supplemental
Indenture; and


 


WHEREAS, the Company
has requested that the Trustee execute and deliver this Sixth Supplemental Indenture, and all requirements necessary to make this
Sixth Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms, and to make the Notes, when
executed by the Company and authenticated and delivered by the Trustee, the valid, binding and enforceable obligations of the Company,
have been done and performed, and the execution and delivery of this Sixth Supplemental Indenture has been duly authorized in all
respects;


 


NOW, THEREFORE, in
consideration of the covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


Article
1

Definitions


 


Section 1.01.     
Relation to Base Indenture. This Sixth Supplemental Indenture constitutes an integral part of the Base Indenture.


 


Section 1.02.     
Definition of Terms. For all purposes of this Sixth Supplemental Indenture:


 


(a)        
Capitalized terms used herein without definition shall have the meanings set forth in the Base Indenture;


 


(b)        
a term defined anywhere in this Sixth Supplemental Indenture has the same meaning throughout;


 






    	 	 	 



    	 	 	 



    







 


(c)         
 the singular includes the plural and vice versa;


 


(d)       
  headings are for convenience of reference only and do not affect interpretation;


 


(e)       
  the following terms have the meanings given to them in this ‎Section 1.02(e):


 


“Additional
Notes” shall have the meaning specified in Section 2.01.


 


“Applicable
Premium” shall mean, with respect to any Note at any Redemption Date, the greater of:


 


(a)          1.0%
of the principal amount of the Note; or


 


(b)          the
excess of:


 


		(i)	the present value at such Redemption Date of (A) the Redemption Price of the Note at June 15, 2023
(such Redemption Price being set forth in the table appearing in Section 3.01(d)) plus (B) all required interest payments due on
the Note through June 15, 2023 (in each case excluding accrued but unpaid interest to the Redemption Date), computed using a discount
rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points discounted to the Redemption Date on a semi-annual
basis (assuming a 360 day year consisting of twelve 30 day months), over



 


		(ii)	the principal amount of the Note.



 


“Borrowing
Base” shall mean, with respect to borrowings under the Credit Agreement and any amendment to and/or modification or replacement
of the foregoing in the form of a reserve-based borrowing base credit facility, in each case with lenders that include commercial
banks regulated by the U.S. Office of the Comptroller of the Currency, the maximum amount determined or re-determined by the lenders
thereunder as the aggregate lending value to be ascribed to the Oil and Gas Properties and other assets of the Company and its
subsidiaries against which such lenders are prepared to provide loans, letters of credit or other Indebtedness to the credit parties,
using customary practices and standards for determining reserve-based borrowing base loans and which are generally applied to borrowers
in the Oil and Gas Business by commercial lenders, as determined semi-annually during each year and/or on such other occasions
as may be required or provided for therein.


 


“Change of
Control” shall mean:


 


(a)          the
direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in
one or a series of related transactions, of all or substantially all of the properties or assets (including Capital Stock of
the Subsidiaries of the Company) of the Company and its Subsidiaries taken as a whole, to any “person” (as that
term is used in Section 13(d)(3) of the Exchange Act) (other than the Company or its Subsidiaries);


 






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(b)       the
adoption of a plan relating or the liquidation or dissolution of the Company; or


 


(c)       any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding
any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent
or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and
13d-5 under the Exchange Act except that a person or group shall be deemed to have “beneficial ownership” of all securities
that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of
time (such right, an “option right”)), directly or indirectly, of 50% or more of the equity securities of the Company
entitled to vote for members of the Board of Directors or equivalent governing body of the Company on a fully-diluted basis (and
taking into account all such securities that such person or group has the right to acquire pursuant to any option right).


 


“Change of
Control Offer” shall have the meaning specified in Section 4.01(b).


 


“Change of
Control Payment” shall have the meaning specified in Section 4.01(b)(i).


 


“Change of
Control Payment Date” shall have the meaning specified in Section 4.01(b)(ii).


 


“Change of
Control Triggering Event” shall have the meaning specified in Section 4.01(a).


 


“Credit Agreement”
shall mean that certain Second Amended and Restated Credit Agreement, dated as of March 18, 2016, among the Company, Wells Fargo
Bank, National Association, as Administrative Agent, Lender and Swingline Lender, and the other lenders party thereto, including
any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case
as amended, restated, modified, renewed, refunded, replaced or refinanced from time to time.


 


“Credit Facilities”
shall mean one or more debt facilities (including the Credit Agreement), commercial paper facilities, loan agreements, indentures
or other financing agreements in each case with banks or other institutional lenders or investors providing for revolving credit
loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities
formed to borrow from such lenders against such receivables), debt securities or letters of credit, in each case, as amended, restated,
modified, renewed, refunded, replaced or refinanced in whole or in part from time to time, including any agreement restructuring
all or any portion of the indebtedness thereunder or increasing the amount loaned or issued thereunder or altering the maturity
thereof.


 






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“Disqualified
Stock” shall mean any Capital Stock that, by its terms (or by the terms of any security into which it is convertible,
or for which it is exchangeable, in each case, at the option of the holder thereof), or upon the happening of any event, matures
or is mandatorily redeemable for any consideration (other than Capital Stock), pursuant to a sinking fund obligation or otherwise,
or is redeemable for any consideration (other than Capital Stock) at the option of the holder thereof, in whole or in part, on
or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital
Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company
to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock.


 


“DTC”
shall have the meaning set forth in Section 2.04(a).


 


“Equity Offering”
shall mean any public or private sale of Capital Stock (other than Disqualified Stock) made for cash on a primary basis by the
Company, or other cash equity contribution to the Company, in each case after the date of this Sixth Supplemental Indenture.


 


“Global Note”
shall have the meaning set forth in Section 2.04(a).


 


“holder”
shall mean a Person in whose name a Note is registered.


 


“Hydrocarbons”
shall mean oil, natural gas, casing head gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous
hydrocarbons and all constituents, elements or compounds thereof and products refined or processed therefrom.


 


“Interest
Payment Date” shall have the meaning set forth in Section 2.05(b).


 


“Interest
Period” shall have the meaning set forth in Section 2.05(a).


 


“Investment
Grade Rating” shall mean a rating equal to or higher than: (a) Baa3 (or the equivalent) by Moody’s; or (b) BBB-
(or the equivalent) by S&P, or, if either such entity ceases to rate the Notes for reasons outside of the Company’s control,
the equivalent investment grade credit rating from any other Rating Agency.


 


“Issue Date”
shall mean June 17, 2020.


 


“Maturity
Date” shall have the meaning set forth in Section 2.02.


 


“Moody’s”
shall mean Moody’s Investors Service, Inc. or, if Moody’s Investors Service, Inc. shall cease rating debt securities
having a maturity at original issue of at least one year and such ratings business shall have been transferred to a successor Person,
such successor Person; provided, however, that if there is no successor Person, then “Moody’s”
shall mean any other nationally recognized rating agency, other than S&P, that rates debt securities having a maturity at original
issuance of at least one year and that shall have been designated by the Company.


 






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“Oil and Gas
Business” shall mean (i) the acquisition, exploration, development, production, operation and disposition of interests
in oil, gas and other Hydrocarbon properties, (ii) the gathering, marketing, treating, processing, refining (but not crude oil
refining), storage, selling and transporting of any production from such interests or properties, (iii) any business relating to
exploration for or development, production, treatment, processing, refining (but not crude oil refining), storage, transportation
or marketing of oil, gas and other minerals and products produced in association therewith and (iv) any activity that is ancillary
to or necessary or appropriate for the activities described in clauses (i) through (iii) of this definition.


 


“Oil and Gas
Properties” shall mean all properties, including equity or other ownership interest therein, owned by such Person or
any of its subsidiaries which contain or are believed to contain Proved Reserves.


 


“Proved Reserves”
shall mean crude oil and natural gas reserves constituting “proved oil and gas reserves” as defined in Rule 4-10 of
Regulation S-X of the Securities Act. For the avoidance of doubt, “proved oil and gas reserves” shall include any reserves
attributable to natural gas liquids.


 


“Rating Agencies”
shall mean Moody’s and S&P, or if S&P or Moody’s or both shall not make a rating on the Notes publicly available
(other than as a result of voluntary action, or inaction, on the part of the Company), a nationally recognized statistical rating
agency or agencies, as the case may be, selected by the Company (as certified by a resolution of the Company’s Board of Directors)
which shall be substituted for S&P or Moody’s, or both, as the case may be.


 


“Rating Decline”
shall mean a decrease in the ratings of the Notes by one or more gradations (including gradations within categories as well as
between rating categories) as a result of a Change of Control by each of the Rating Agencies on any date from the date of the public
notice of an arrangement that could result in a Change of Control until the end of the 30-day period following public notice of
the occurrence of the Change of Control (which 30-day period will be extended so long as the rating of the Notes is under publicly
announced consideration for possible downgrade by either of the Rating Agencies and the other Rating Agency has either downgraded,
or publicly announced that it is considering downgrading, the Notes). Notwithstanding the foregoing, if the Notes have an Investment
Grade Rating by each of the Rating Agencies, then “Rating Decline” means a decrease in the ratings of the Notes by
one or more gradations (including gradations within categories as well as between rating categories) as a result of a Change of
Control by each of the Rating Agencies such that the rating of the Notes by each of the Rating Agencies falls below an Investment
Grade Rating on any date from the date of the public notice of an arrangement that could result in a Change of Control until the
end of the 30-day period following public notice of the occurrence of the Change of Control (which 30-day period will be extended
so long as the rating of the Notes is under publicly announced consideration for possible downgrade by either of the Rating Agencies
and the other Rating Agency has either downgraded, or publicly announced that it is considering downgrading, the Notes). The Trustee
shall not be responsible for monitoring, or charged with knowledge of, the ratings of the Notes.


 






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“Record Date”
shall have the meaning set forth in Section 2.05(b).


 


“Redemption
Date” shall mean, with respect to any Note or portion thereof to be redeemed, each date fixed for such redemption by
or pursuant to this Sixth Supplemental Indenture and the Notes.


 


“Redemption
Price” shall mean, with respect to any redemption of Notes, the applicable redemption price set forth in this Sixth Supplemental
Indenture.


 


“S&P”
shall mean S&P Global Ratings, a division of S&P Global, Inc., or, if S&P Global Ratings shall cease rating debt securities
having a maturity at original issue of at least one year and such ratings business shall have been transferred to a successor Person,
such successor Person; provided, however, that if there is no successor Person, then “S&P” shall
mean any other nationally recognized rating agency, other than Moody’s, that rates debt securities having a maturity at original
issuance of at least one year and that shall have been designated by the Company.


 


“Treasury
Rate” shall mean, in respect of any Redemption Date, the yield to maturity, as of the time of computation, of the most
recently issued United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal
Reserve Statistical Release H.15 that has become publicly available at least two Business Days prior to such time (or, if such
Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period
from the Redemption Date to June 15, 2023; provided, however, that if the period from the Redemption Date to June
15, 2023, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant
maturity of one year will be used. The Company will (a) calculate the Treasury Rate no later than the second (and no earlier than
the fourth) Business Day preceding the applicable Redemption Date and (b) prior to such Redemption Date, file with the Trustee
a statement setting forth the Applicable Premium and the Treasury Rate and showing the calculation of each in reasonable detail.


 


The terms “Base
Indenture,” “Company,” “Indenture,” “Notes,” “Sixth
Supplemental Indenture,” and “Trustee” shall have the respective meanings set forth in the recitals
to this Sixth Supplemental Indenture and the paragraph preceding such recitals.


 


(f)       The
definitions of “Permitted International Debt” and “Permitted Liens” from the Base Indenture
shall not apply to the Notes and hereafter shall be void and of no force and effect except solely with respect to any series of
securities issued under the Base Indenture prior to the date of this Sixth Supplemental Indenture, or to any subsequent series
of securities issued under the Base Indenture as at the time supplemented and modified under the express terms of which series
any such Section is to be applicable; and, insofar as relating to the Notes, any reference to “Permitted International
Debt” and “Permitted Liens” in the Base Indenture shall instead be deemed to refer to the definitions
of such terms in this Sixth Supplemental Indenture.


 






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“Permitted
International Debt” shall mean Indebtedness of any International Subsidiary for which neither the Company nor any Domestic
Subsidiary, directly or indirectly, provides any guarantee or other credit support and which is secured, if at all, only by pledges
of or liens on assets (i) held by an International Subsidiary on the Issue Date, (ii) acquired by an International Subsidiary from
a Person not constituting an Affiliate or (iii) acquired by an International Subsidiary from the Company, any Domestic Subsidiary
or other Affiliate on terms that, in the good faith judgment of the Company’s Board of Directors, are no less favorable to
the Company or the relevant Domestic Subsidiary or other Affiliate than those that would have been obtained in a comparable transaction
by the Company or such Domestic Subsidiary or other Affiliate with an unrelated Person or, if in the good faith judgment of the
Company’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction
is otherwise fair to the Company or the relevant Domestic Subsidiary or other Affiliate from a financial point of view.


 


“Permitted
Liens” shall mean:


 


(a)       
any Lien securing any Indebtedness under any of the Credit Facilities; provided that, the aggregate principal amount
of all Indebtedness incurred thereunder (with letters of credit being deemed to have a principal amount equal to the maximum potential
liability of the Company and its Subsidiaries thereunder) and then outstanding does not exceed the greater of (a) $1.5 billion,
(b) the sum of $750 million and 10.0% of Consolidated Net Tangible Assets, and (c) the Borrowing Base;


 


(b)        
any Lien existing on any property at the time of the acquisition thereof and not created in contemplation of such acquisition
by the Company or any of its Subsidiaries, whether or not assumed by the Company or any of its Subsidiaries;


 


(c)        
any Lien existing on any property of a Subsidiary of the Company at the time it becomes a Subsidiary of the Company and
not created in contemplation thereof and any Lien existing on any property of any Person at the time such Person is merged or liquidated
into or consolidated with the Company or any Subsidiary thereof and not created in contemplation thereof;


 


(d)       
purchase money and analogous Liens incurred in connection with the acquisition (including through merger, consolidation
or other reorganization), development, construction, improvement, repair or replacement of property (including such Liens securing
Indebtedness incurred within 12 months of the date on which such property was acquired, developed, constructed, improved, repaired
or replaced); provided that all such Liens attach only to the property acquired, developed, constructed, improved, repaired or
replaced and the principal amount of the Indebtedness secured by such Lien shall not exceed the gross cost of the property;


 


(e)         Liens
on accounts receivable and related proceeds thereof arising in connection with a receivables financing and any Lien held by
the purchaser of receivables derived from property or assets sold by the Company or any Subsidiary thereof and securing such
receivables resulting from the exercise of any rights arising out of defaults on such receivables;


 






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(f)        
leases constituting Liens existing on the Issue Date or thereafter existing and any renewals or extensions thereof;


 


(g)       
any Lien securing industrial development, pollution control or similar revenue bonds;


 


(h)       
Liens existing on the Issue Date;


 


(i)        
Liens in favor of the Company or any of its Subsidiaries;


 


(j)        
Liens securing Indebtedness incurred to refund, extend, refinance or otherwise replace Indebtedness (“Refinanced
Indebtedness”) secured by a Lien permitted to be incurred under this Indenture; provided that the principal amount of
such Refinanced Indebtedness does not exceed the principal amount of Indebtedness refinanced (plus the amount of penalties, premiums,
fees, accrued interest and reasonable expenses incurred therewith) at the time of refinancing;


 


(k)       
Liens on any assets or properties, or pledges of the Capital Stock, of (a) any Joint Venture owned by the Company or any
of its Subsidiaries or (b) any Non-Recourse Subsidiary, in each case only to the extent securing Non-Recourse Indebtedness of such
Joint Venture or Non-Recourse Subsidiary;


 


(l)        
Liens on the products and proceeds (including insurance, condemnation and eminent domain proceeds) of and accessions to,
and contract or other rights (including rights under insurance policies and product warranties) derivative of or relating to, property
permitted by this Indenture to be subject to Liens but subject to the same restrictions and limitations set forth in this Indenture
as to Liens on such property (including the requirement that such Liens on products, proceeds, accessions, and rights secure only
obligations that such property is permitted to secure);


 


(m)     
any Liens securing Indebtedness neither assumed nor guaranteed by the Company or any Subsidiary of the Company nor on which
the Company or a Subsidiary of the Company customarily pays interest, existing upon real estate or rights in or relating to real
estate (including rights-of-way and easements) acquired by the Company or such Subsidiary, which mortgage Liens do not materially
impair the use of such property for the purposes for which it is held by the Company or such Subsidiary;


 


(n)       
any Lien existing or hereafter created on any office equipment, data processing equipment (including computer and computer
peripheral equipment), or transportation equipment (including motor vehicles, aircraft and marine vessels);


 


(o)       
undetermined Liens and charges incidental to construction or maintenance;


 


(p)        any
Lien created or assumed by the Company or any Subsidiary of the Company on oil, gas, coal or other mineral or timber property
owned or leased by the Company or any Subsidiary of the Company to secure loans to the Company or a Subsidiary of the
Company, for the purpose of developing such properties;


 






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(q)       
any Lien created by the Company or any Subsidiary of the Company on any contract (or any rights thereunder or proceeds therefrom)
providing for advances by the Company or such Subsidiary to finance oil, natural gas, hydrocarbon or other mineral exploration
or development, which Lien is created to secure Indebtedness incurred to finance such advances;


 


(r)        
any Lien granted in connection with a cash collateralization or similar arrangement to secure obligations of the Company
or any Subsidiary of the Company to issuing banks in connection with letters of credits issued at the request of the Company or
any Subsidiary of the Company;


 


(s)       
Liens on cash deposits in the nature of a right of setoff, banker’s lien, counterclaim or netting of cash amounts
owed arising in the ordinary course of business on deposit accounts;


 


(t)        
Liens arising under or from farm-out or farm-in agreements, carried working interest arrangements or agreements, joint operating
agreements, unitization and pooling arrangements and agreements, royalties, overriding royalties, contracts for sales of oil, gas
or other mineral interests, area of mutual interest agreements, division orders, joint ventures, partnerships and similar agreements
relating to the exploration or development of, or production from, oil and gas properties incurred in the ordinary course of business;


 


(u)       
Liens occurring in, arising from, or associated with Specified Escrow Arrangements;


 


(v)       
Liens securing Permitted International Debt;


 


(w)      
Liens not otherwise permitted so long as the aggregate outstanding principal amount of the Indebtedness secured thereby
does not exceed $10,000,000 at any time; and


 


(x)       
Liens in respect of production payments, forward sales and similar arrangements arising in connection with Indebtedness
that is payable solely out of the proceeds of the sale of oil, natural gas, hydrocarbon or other minerals produced from the properties
to which such Lien attaches.


 


Each of the foregoing
paragraphs (a) through (x) shall also be deemed to permit (i) appropriate Uniform Commercial Code and other similar filings to
perfect the Liens permitted by such paragraph and (ii) Liens on the products and proceeds (including insurance, condemnation and
eminent domain proceeds) of and accessions to, and contract or other rights (including rights under insurance policies and product
warranties) derivative of or relating to, the property permitted to be encumbered under such paragraph, but subject to the same
restrictions and limitations herein set forth as to Liens on such property (including the requirement that such Liens on products,
proceeds, accessions and rights secure only the specified obligations, and in the amount, that such property is permitted to secure).


 






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Article
2


General Terms and Conditions of the Notes


 


Section 2.01.     
Designation and Principal Amount. The Notes may be issued from time to time upon written order of the Company for
the authentication and delivery of Notes pursuant to ‎ Section 2.03 of the Base
Indenture; provided, however, that the Trustee may authenticate the Notes by manual or electronic signature.


 


There is hereby authorized
a series of Securities designated as 5.875% Senior Notes due 2028 initially limited in aggregate principal amount to U.S.$500,000,000
(except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Notes of
such series pursuant to Sections 2.06, 2.07‎, 2.08, 2.09,
3.03 or 10.04 of the Base Indenture or Section 4.01(d) hereof). The Company may, without the consent of the holders of the Notes,
issue additional Notes (“Additional Notes”) having the same ranking and the same interest rate, maturity and
other terms as the Notes, except for the public offering price, the issue date and, if applicable, the initial interest payment
date and initial interest accrual date. Any Additional Notes having such similar terms, together with the initial Notes, will constitute
a single series of Notes under the Indenture; provided that if the Additional Notes are not fungible for U.S. federal income
tax purposes with the initial Notes, the Additional Notes shall be issued under a separate CUSIP number. No Additional Notes may
be issued if an Event of Default has occurred and is continuing with respect to the Notes.


 


Section 2.02.     
Maturity. The date upon which the Notes shall become due and payable at final maturity, together with any accrued
and unpaid interest is June 15, 2028 (the “Maturity Date”).


 


Section 2.03.      
Form, Payment and Appointment. Except as provided in Section 2.04, the Notes shall be issued in fully registered,
certificated form, bearing identical terms. The transfer of the Notes will be registrable, and such Notes will be exchangeable
for Notes of a like aggregate principal amount bearing identical terms and provisions, at the office or agency of the Company maintained
for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the Principal Office of the Trustee,
acting through the corporate trust office of its affiliate, The Bank of New York Mellon, located at 240 Greenwich Street, New York,
New York 10286. The Company shall make all payments of principal of, premium, if any, and interest on the Notes in certificated
form (i) to holders having an aggregate principal amount of $2,000,000 or less, by check mailed to such holder’s address
as shall appear in the Security Register or (ii) to holders having an aggregate principal amount of more than $2,000,000, by check
mailed to such holder’s address as shall appear in the Security Register or, upon application by a holder to the Security
Registrar not later than the relevant Record Date or, in the case of payments of principal or premium, if any, not later than 15
days prior to the principal payment date, by wire transfer in immediately available funds to such holder’s account within
the United States (subject to surrender of such Note in certificated form in the case of payments of principal or premium), which
application shall remain in effect until the holder notifies the Security Registrar to the contrary in writing.


 






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No service charge shall
be made for any registration of transfer or exchange of the Notes, but the Company may require payment from the holder of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.


 


The Security Registrar
and paying agent for the Notes shall initially be the Trustee.


 


The Specified Currency
of the Notes shall be U.S. Dollars.


 


Section 2.04.      
Global Notes.


 


(a)                
The Notes shall be issued initially in the form of one or more permanent Global Securities in registered form (each, a “Global
Note”). The Depository Trust Company (“DTC”) shall initially act as the Depositary for the Notes.
Each Global Note (i) shall be deposited with the Depositary or its custodian and registered in the name of DTC’s nominee,
(ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions, and (iii) shall
bear a legend substantially to the effect set forth in Section 2.12 of the Base Indenture.


 


(b)                
The aggregate amount of Outstanding Notes represented by any Global Note may from time to time be increased or decreased
to reflect exchanges. The Trustee may make any endorsement on a Global Note to reflect the amount, or any increase or decrease
in the amount, or changes in the rights of holders of the Notes represented thereby, in each case in accordance with the terms
of the Indenture and the Notes. Each Global Note shall represent the aggregate amount of Notes from time to time endorsed thereon.


 


(c)                
Unless and until any Global Note for the Notes is exchanged for Notes in certificated form, such Global Note may be transferred,
in whole but not in part, and any payments on the Notes evidenced by such Global Note shall be made, only to the Depositary or
a nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor
Depositary, in each case as the Securityholder of such Notes.


 


(d)                
Notwithstanding Section 2.03, the Company shall make payments in respect of the Notes represented by the Global Notes (including
principal, premium, if any, and interest) by wire transfer of immediately available funds to the accounts specified by the Depositary
or its nominee.


 


Section 2.05.     
Interest.


 


(a)                
Interest payable on any Interest Payment Date, the Maturity Date or, if applicable, the Redemption Date, with respect to
the Notes shall be the amount of interest accrued from, and including, the immediately preceding Interest Payment Date in respect
of which interest has been paid or duly provided for (or from and including the original issue date of June 17, 2020, if no interest
has been paid or duly provided for with respect to the Notes) to, but excluding, such Interest Payment Date, Maturity Date or,
if applicable, Redemption Date, as the case may be (each, an “Interest Period”).


 






    11


     


    

 


(b)                
 Interest on the Notes shall accrue at the rate of 5.875% per annum. Interest shall be payable semi-annually in arrears
on June 15 and December 15 of each year (each, an “Interest Payment Date”), beginning on December 15, 2020 to,
but excluding, the Maturity Date of the Notes. Interest shall be payable to the Persons in whose names the relevant Notes are registered
at the close of business on the June 1 or December 1 (whether or not a Business Day), respectively, immediately prior to each Interest
Payment Date (each, a “Record Date”).


 


(c)                
The amount of interest payable for any full semi-annual Interest Period in respect of the Notes will be calculated on the
basis of a 360-day year consisting of twelve 30-day months. The amount of interest payable for any period shorter than a full semi-annual
Interest Period in respect of the Notes will be calculated on the basis of a 30-day month and, for any period less than a month,
on the basis of the actual number of days elapsed per 30-day month. If any scheduled Interest Payment Date for the Notes falls
on a day that is not a Business Day, then payment of interest payable on such Interest Payment Date will be postponed to the next
succeeding day which is a Business Day (and no interest on such payment will accrue for the period from and after such scheduled
Interest Payment Date).


 


(d)                
In the event that the Maturity Date, a Redemption Date or a Change of Control Payment Date for any Note falls on a day that
is not a Business Day, then the related payments of principal, premium, if any, and interest will be made on the next succeeding
day that is a Business Day (and no additional interest will accrue on the amount payable for the period from and after such Maturity
Date, Redemption Date or a Change of Control Payment Date, as the case may be).


 


Section 2.06.     
No Sinking Fund. The Notes are not entitled to the benefit of any sinking fund.


 


Section 2.07.     
Satisfaction and Discharge. Article 12 of the Base Indenture contains provisions for the satisfaction and discharge
of the Indenture and the legal and covenant defeasance of the obligations of the Company with respect to any series of Securities
at any time upon compliance by the Company with certain conditions set forth therein, which provisions shall apply to the Notes.


 


Section 2.08.      
Execution of Securities. Notwithstanding Section 2.05 of
the Base Indenture, Notes bearing a facsimile signature of an authorized officer of the Trustee shall be entitled to the benefits
of the Indenture and shall be valid or obligatory for all purposes.


 


Article
3

Redemption of the Notes


 


Section 3.01.      
Optional Redemption.


 


(a)                 The
Notes may be redeemed at the option of the Company pursuant to the terms set forth in (b), (c) and (d) below. With respect to
a redemption pursuant to clause (c) below, the Company shall give the Trustee notice of the related Redemption Price promptly
after the determination thereof and the Trustee shall have no responsibility for determining such Redemption Price. Except as
otherwise provided in this Article 3, Notes shall be redeemed in accordance with the provisions of Article 3 of the Base
Indenture.


 






    12


     


    

 


(b)                
At any time prior to June 15, 2023, the Company may, on any one or more occasions, redeem up to 35% of the aggregate principal
amount of the Notes (including any Additional Notes) issued under this Sixth Supplemental Indenture, upon notice as provided in
the Indenture, at a Redemption Price equal to 105.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest,
if any, to but excluding the Redemption Date (subject to the rights of holders of Notes on the relevant Record Date to receive
interest due on an Interest Payment Date that is on or prior to the Redemption Date), with an amount of cash not greater than the
net cash proceeds of one or more Equity Offerings, provided that:


 


(i)                
at least 65% of the aggregate principal amount of Notes originally issued under this Sixth Supplemental Indenture on the
date hereof (including any Additional Notes but excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately
after the occurrence of such redemption; and


 


(ii)             
the redemption occurs within 180 days of the date of the closing of such Equity Offering.


 


(c)                
At any time prior to June 15, 2023, the Company may, on any one or more occasions, redeem the Notes, in whole or in part,
upon notice as provided in the Indenture, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed, plus
the Applicable Premium, and accrued and unpaid interest, if any, to but excluding the Redemption Date, subject to the rights of
holders of Notes on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption
Date.


 


(d)                
On or after June 15, 2023, the Company may, on any one or more occasions, redeem the Notes, in whole or in part, upon notice
as provided in the Indenture, at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued
and unpaid interest, if any, on the Notes redeemed, to but excluding the applicable Redemption Date, if redeemed during the twelve-month
period beginning on June 15 of the years indicated below, subject to the rights of holders of Notes on the relevant Record Date
to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date:


 


	Year	 	 	Percentage	 
	2023	 	 	 	102.938	%
	2024	 	 	 	101.469	%
	2025 and thereafter	 	 	 	100.000	%



 


(e)                
Notwithstanding Section 3.02 of the Base Indenture, notice of redemption pursuant to this Section 3.01 may be conditioned
on one or more conditions precedent specified in such notice. The Company shall notify the Trustee in writing promptly upon the
satisfaction of any such conditions precedent.


 






    13


     


    

 


(f)                
Notwithstanding Section 3.03 of the Base Indenture, Notes called for redemption shall become due on the date fixed for redemption,
subject to the satisfaction of any conditions to the redemption.


 


(g)                
Notwithstanding Section 3.02 of the Base Indenture, notice of redemption pursuant to this Section 3.01 shall be delivered
at least 15 and not more than 60 days prior to the date fixed for redemption to the holders of the Notes.


 


Section 3.02.      
Election or Obligation to Redeem; Notice to Trustee.


 


The election pursuant
to Section 3.01 of the Company to optionally redeem the Notes shall be evidenced by or pursuant to a Board Resolution. In case
of any redemption of such Notes, the Company shall, at least 20 days prior to the Redemption Date fixed by the Company (unless
a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount
of the Notes to be redeemed.


 


Section 3.03.      
Selection by Trustee of Notes to be Redeemed.


 


If less than all of
the Notes are to be redeemed, the particular Notes to be redeemed shall be selected not more than 60 days prior to the Redemption
Date by DTC in accordance with its standard procedures; provided, however, that no such partial redemption shall
reduce the portion of the principal amount of a Note not redeemed to less than $2,000.


 


The Trustee shall promptly
notify the Company and the Security Registrar (if other than itself) in writing of the Notes selected for redemption and, in the
case of any Notes selected for partial redemption, the principal amount thereof to be redeemed.


 


For all purposes of
this Sixth Supplemental Indenture, unless the context otherwise requires, all provisions relating to the redemption of the Notes
shall relate, in the case of any Notes redeemed or to be redeemed only in part, to the portion of the principal of such Notes which
has been or is to be redeemed.


 


Section 3.04.      
Deposit of Redemption Price.


 


At or prior to 10:00
a.m., New York City time, on any Redemption Date, the Company shall deposit, with respect to the Notes called for redemption pursuant
to Section 3.03 of the Base Indenture, with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 4.04 of the Base Indenture) an amount of money in Dollars sufficient
to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) any accrued interest on,
all such Notes or portions thereof which are to be redeemed on that date.


 


If any Note called
for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium, until paid, shall bear
interest from the Redemption Date at the rate borne by the Notes.


 






    14


     


    

 


Section 3.05.      
Notes Redeemed in Part.


  


Any Note which is to
be redeemed only in part shall be surrendered at any Place of Payment for such Note (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the
holder thereof or his attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and
deliver to the holder of such Note without service charge, a new Note or Notes, containing identical terms and provisions, of any
authorized denomination as requested by such holder in aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal amount of the Note so surrendered. If a Global Note is so surrendered, the Company shall execute, and the Trustee
shall authenticate and deliver to or on behalf of the Depositary for such Global Note as shall be specified in the Company Order
with respect thereto to the Trustee, without service charge, a new Global Note in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Global Note so surrendered.


 


Section 3.06.      
Repurchases on the Open Market.


 


The Company or any
Affiliate of the Company may at any time or from time to time repurchase any of the Notes in the open market or otherwise. Such
Notes may, at the option of the Company or the relevant Affiliate of the Company, be held, resold or surrendered to the Trustee
for cancellation.


 


Article
4

Change of Control


 


Section 4.01.      
Offer to Repurchase Upon Change of Control.


 


(a)                
If a Change of Control occurs and is accompanied by a Rating Decline with respect to the Notes (together, a “Change
of Control Triggering Event”), each registered holder of the Notes will have the right to require the Company to offer
to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof, provided that the unpurchased
portion of any Notes must be in a minimum denomination of $2,000) of such holder’s Notes at a purchase price in cash equal
to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase.


 


(b)                
Within 30 days following any Change of Control Triggering Event, the Company will send a notice (the “Change of
Control Offer”) to each holder of Notes with a copy to the Trustee stating:


 


(i)                
that a Change of Control Triggering Event has occurred with respect to the Notes and that such holder has the right to require
the Company to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes
plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”);


 






    15


     


    

 


(ii)               
 the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is sent and
which may be up to five days after the expiration of the Change of Control Offer) (the “Change of Control Payment Date”);
and


 


(iii)              
the procedures determined by the Company, consistent with the Indenture, that a holder must follow in order to have its
Notes repurchased.


 


(c)                
On the Change of Control Payment Date the Company will, to the extent lawful:


 


(i)                
accept for payment all Notes or portions thereof (in integral multiples of $1,000 or an integral multiple of $1,000 in excess
thereof; provided that the unpurchased portion of any Note must be in a minimum denomination of $2,000) properly tendered
and not withdrawn under the Change of Control Offer;


 


(ii)              
deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof
so tendered; and


 


(iii)           
   deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating
the aggregate principal amount of such Notes or portions thereof being purchased by the Company.


 


(d)                
The Paying Agent will promptly mail or otherwise deliver to each holder of Notes so tendered the Change of Control Payment
for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a
new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such
new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.


 


(e)                
The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of
a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the
provisions of this Section 4.01, the Company will comply with the applicable securities laws and regulations and will not be deemed
to have breached its obligations under this Section 4.01 by virtue of such compliance.


 


(f)                
If holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw
such notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer as described in Section
4.01(h) below, purchase all of the Notes validly tendered and not withdrawn by such holders, the Company or such third party will
have the right, upon not less than 15 nor more than 60 days’ prior notice to holders, given not more than 30 days following
such purchase pursuant to the Change of Control Offer, to redeem all Notes that remain outstanding following such purchase at a
price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to, but excluding,
the redemption date.


 






    16


     


    

 


(g)                
 If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date for
the Notes, accrued and unpaid interest, if any, will be paid to the Person in whose name such Note is registered at the close of
business on such Record Date, and no additional interest will be payable to holders who tender pursuant to the Change of Control
Offer.


 


(h)                
The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third
party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth
herein and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.


 


Article
5

Forms of Notes


 


Section 5.01.      
Forms of Notes. The Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be
substantially in the form attached as Exhibit A-1 hereto, with such changes therein as the officers of the Company executing the
Notes (by manual or facsimile signature) may approve, such approval to be conclusively evidenced by their execution thereof.


 


Article
6

Original Issue of Notes


 


Section 6.01.       
Original Issue of Notes. The Notes having an aggregate principal amount of U.S. $500,000,000 (subject to Section
2.01) may from time to time, upon execution of this Sixth Supplemental Indenture, be executed by the Company and delivered to the
Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of
the Company pursuant to ‎ Section 2.03 of the Base Indenture without any further
action by the Company (other than as required by the Base Indenture).


 


Article
7

Miscellaneous


 


Section 7.01.     
Ratification of Indenture. The Base Indenture, as supplemented by this Sixth Supplemental Indenture, is in all respects
ratified and confirmed, and this Sixth Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the
extent herein and therein provided.


 


Section 7.02.      
Trustee Not Responsible for Recitals. The recitals herein contained are made by the Company and not by the Trustee,
and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or
sufficiency of this Sixth Supplemental Indenture.


 






    17


     


    

 


Section 7.03.      
Governing Law; Submission to Jurisdiction. THIS SIXTH SUPPLEMENTAL INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY
OR DISPUTE ARISING UNDER OR RELATED TO THIS SIXTH SUPPLEMENTAL INDENTURE OR ANY NOTE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK. The Company hereby irrevocably submits to the
jurisdiction of any New York State court sitting in the Borough of Manhattan in the City of New York or any federal court sitting
in the Southern District in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising
out of or relating to this Indenture and the Notes, and irrevocably accepts for itself and in respect of its property, generally
and unconditionally, jurisdiction of the aforesaid courts.


 


Section 7.04.     
Waiver of Trial by Jury. EACH OF THE COMPANY, THE TRUSTEE AND EACH HOLDER OF NOTES, BY ITS ACCEPTANCE THEREOF, HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 7.05.     
Table of Contents, Headings, etc. The table of contents and the titles and headings of the articles and sections
of this Sixth Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof,
and shall in no way modify or restrict any of the terms or provisions hereof.


 


Section 7.06.      
Execution in Counterparts. This Sixth Supplemental Indenture may be executed in any number of counterparts, each
of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The words “execution,”
“signed,” “signature,” “delivery,” and words of like import in or relating to this Sixth Supplemental
Indenture or any document to be signed in connection with this Sixth Supplemental Indenture shall be deemed to include electronic
signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity
or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system,
as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.


 


Section 7.07.      
Separability; Benefits. In case any one or more of the provisions contained in this Sixth Supplemental Indenture
or in the Notes shall for any reason be held to be invalid, illegal or unenforceable, in any respect, then, to the extent permitted
by law, such invalidity, illegality or unenforceability of the remaining provisions shall not in any way be affected or impaired
thereby. Nothing in this Sixth Supplemental Indenture or in the Notes, expressed or implied, shall give to any person, other than
the parties hereto and their successors hereunder, and the holders of the Notes, any benefit or any legal or equitable right, remedy
or claim under this Sixth Supplemental Indenture.


  


[Signature Page Follows]


 






    18


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Sixth Supplemental Indenture to be duly executed, as of the day and year first written above.


	 	 
	 	WPX ENERGY, INC.
	 	 
	 	By:	 
	 	 	Name:	J. Kevin Vann
	 	 	Title:	Executive Vice President and Chief Financial Officer  




 


[Signature
Page to Sixth Supplemental Indenture]


 






     


     


    

 


	 	THE BANK OF NEW YORK MELLON

 TRUST COMPANY, N.A., as Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


[Signature
Page to Sixth Supplemental Indenture]


 






     


     


    

 


EXHIBIT A-1


 


[IF THIS NOTE IS TO BE A GLOBAL SECURITY,
INSERT:]


 


THIS NOTE IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), OR A NOMINEE OF DTC. THIS NOTE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN
THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC.


 


UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


WPX ENERGY, INC.


 


5.875% Senior Notes due 2028


 


CUSIP: [_________]1

ISIN: [_________]2


 


	No. _______	 	$_______




 


WPX ENERGY, INC., a corporation organized
and existing under the laws of Delaware (hereinafter called the “Company,” which term includes any successor
corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________, or registered
assigns, [the principal sum of $__________]3 on
June 15, 2028 (such date is hereinafter referred to as the “Maturity Date”), and to pay interest thereon from
June 17, 2020 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually
in arrears on June 15 and December 15 of each year (each, an “Interest Payment Date”), commencing December
15, 2020, at the rate of 5.875% per annum, until the principal hereof is paid or duly provided for or made available for payment.


  


 









		1	Initial Note: 98212B AM5



 


		2	Initial Note: US98212BAM54



 


		3	USE THE FOLLOWING LANGUAGE INSTEAD FOR GLOBAL SECURITIES:
[the principal sum as set forth in the Schedule of Increases or Decreases In Note attached hereto]



 






    A-1-1


     


    

 


The amount of interest
payable for any full semi-annual Interest Period will be calculated on the basis of a 360-day year consisting of twelve 30-day
months. The amount of interest payable for any period shorter than a full semi-annual Interest Period will be calculated on the
basis of a 30-day month and, for any period less than a month, on the basis of the actual number of days elapsed per 30-day month.
In the event that any scheduled Interest Payment Date falls on a day that is not a Business Day, then payment of interest payable
on such Interest Payment Date will be postponed to the next succeeding day which is a Business Day (and no interest on such payment
will accrue for the period from and after such scheduled Interest Payment Date). The term “Business Day” shall
mean each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York or another Place
of Payment are authorized or required by law, regulation or executive order to close. The term “Place of Payment”
shall mean the place or places where the principal of, or any premium or interest on, this Note are payable.


 


The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Note, or any predecessor Note, is registered at the close of business on the Record Date for such Interest Payment
Date.


 


The Company shall make
all payments of principal of, premium, if any, and interest on this Note by check or wire transfer as set forth in the Indenture.


 


Reference is hereby
made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have
the same effect as if set forth at this place.


 


Unless the certificate
of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual, facsimile or electronic
signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 






    A-1-2


     


    

 


IN WITNESS WHEREOF,
the Company has caused this instrument to be duly executed.


	 	 
	 	WPX ENERGY, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




  



     


     


    




 



 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the
Securities of the series designated therein described in the within-mentioned Indenture.


 


Dated: [____________]4


 


  THE BANK OF NEW YORK MELLON
   TRUST COMPANY, N.A., as Trustee




 


	 
	By:  	 	 
	 	Authorized Signatory	 


  


 



		4	Initial Note: June 17, 2019



 






     


    


    

 


REVERSE OF NOTE


 


This Note is one of
a duly authorized issue of securities of the Company (herein called the “Notes”), issued and to be issued in
one or more series under an Indenture (the “Base Indenture”), dated as of September 8, 2014, between the Company
and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee,” which term includes
any successor trustee), as amended and supplemented by the Sixth Supplemental Indenture, dated as of June 17, 2020, between the
Company and the Trustee (the “Sixth Supplemental Indenture,” the Base Indenture as supplemented by the Sixth
Supplemental Indenture, the “Indenture”), to which Indenture reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated
on the face hereof, initially limited in aggregate principal amount to $500,000,000.


 


All terms used but
not defined in this Note that are defined in the Indenture shall have the meaning assigned to them in the Indenture.


 


At any time prior to
June 15, 2023, the Company may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of the Notes (including
any Additional Notes) issued under the Sixth Supplemental Indenture, upon notice as provided in the Indenture, at a Redemption
Price equal to 105.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to but excluding
the Redemption Date (subject to the rights of holders of Notes on the relevant Record Date to receive interest due on an Interest
Payment Date that is on or prior to the Redemption Date), with an amount of cash not greater than the net cash proceeds of one
or more Equity Offerings, provided that:


 


		i.	at least 65% of the aggregate principal amount of Notes originally issued under this Sixth Supplemental
Indenture on the date hereof (including any Additional Notes but excluding Notes held by the Company and its Subsidiaries) remains
outstanding immediately after the occurrence of such redemption; and



 


		ii.	the redemption occurs within 180 days of the date of the closing of such Equity Offering.



 


At any time prior to
June 15, 2023, the Company may, on any one or more occasions, redeem the Notes, in whole or in part, upon notice as provided in
the Indenture, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium,
and accrued and unpaid interest, if any, to but excluding the Redemption Date, subject to the rights of holders of Notes on the
relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date.


 






    A-1-R-1


    


    

 


On or after June
15, 2023, the Company may, on any one or more occasions, redeem the Notes, in whole or in part, upon notice as provided in
the Indenture, at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and
unpaid interest, if any, on the Notes redeemed, to but excluding the applicable Redemption Date, if redeemed during the
twelve-month period beginning on June 15 of the years indicated below, subject to the rights of holders of Notes on the
relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date:


 


	Year	 	 	Percentage	 
	2023	 	 	 	102.938	%
	2024	 	 	 	101.469	%
	2025 and thereafter	 	 	 	100.000	%



 


The term “Redemption
Price” means, with respect to any redemption of Notes, the applicable redemption price for such Notes set forth in the
preceding three paragraphs; and the term “Redemption Date” means, with respect to any redemption of Notes, the
date fixed for such redemption pursuant to the Indenture and the Notes.


 


The Company shall mail
(or otherwise deliver in accordance with the applicable procedures of the Depositary) notice of any redemption to the registered
holders of the Notes to be redeemed at least 15 and not more than 60 days prior to the Redemption Date. If Notes are only partially
redeemed pursuant to the preceding paragraphs, the Notes to be redeemed shall be selected by the Depositary in accordance with
its standard procedures. The Redemption Price for any Notes to be redeemed shall be paid prior to 12:00 noon, New York City time,
on the Redemption Date or at such later time as is then permitted by the rules of the Depositary for the related Notes (if then
registered as a Global Note); provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption
Price for the Notes to be redeemed by 10:00 a.m., New York City time, on the date such Redemption Price is to be paid.


 


Notwithstanding Section
3.02 of the Base Indenture, notice of redemption pursuant to the Indenture may be conditioned on one or more conditions precedent
specified in such notice.


 


In the event of redemption
of this Note in part only, a new Note or Notes for the unredeemed portion hereof shall be issued in the name of the holder hereof
upon the cancellation hereof. Except as set forth in the preceding paragraphs and in Article 3 of the Sixth Supplemental Indenture,
the Company may not redeem the Notes at its option prior to the Maturity Date.


 


Upon a Change of Control
Triggering Event, the Company may be required to offer to repurchase all or any part of the Notes.


 


The Notes are not entitled
to the benefit of any sinking fund.


 


The Indenture contains
provisions for defeasance of the obligations of the Company at any time upon compliance by the Company with certain conditions
set forth therein, which provisions apply to the Notes.


 









    A-1-R-2


    


    

 


If an Event of Default
with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner
and with the effect provided in the Indenture.


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the holders of the Notes at any time by the Company and the Trustee, with the consent of the holders of a majority
in the aggregate principal amount of the Securities of each series affected thereby at the time Outstanding, voting as a single
class. The Indenture also contains provisions permitting the holders of specified percentages in principal amount of the Notes
at the time Outstanding, on behalf of the holders of all Notes, to waive certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders
of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Note.


 


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register,
upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal
of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory
to the Company and the Security Registrar duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon
one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.


 


The Notes are issuable
only in registered form without coupons in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof,
except as provided for in ‎Section 2.04 of the Sixth Supplemental
Indenture. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a
like aggregate principal amount of Notes of a different authorized denomination, as requested by the holder surrendering the same.


 


No service charge shall
be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


 


The Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.


 


THIS NOTE, AND ANY
CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.


 






    A-1-R-3


    


    

 


The Company will furnish
a copy of the Indenture to any holder upon written request and without charge.


 






    A-1-R-4


    


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned assigns and transfers this
Note to:


 





 





 


 


(Insert assignee’s social security or tax identification
number)


 





 





 





 


 


 


(Insert address and zip code of assignee) and irrevocably appoints


 





 





 


 





 


 


agent to transfer this Note on the books of the Company. The
agent may substitute another to act for him or her.


 


Date:              


 


	 	Signature:
	 	 
	 	Signature Guarantee:                         


  


(Sign exactly as your name appears on the other side of this
Note)


 






    


    


    

 


SIGNATURE GUARANTEE


 


Signatures must be
guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 






    


    


    

 





SCHEDULE OF INCREASES OR DECREASES
IN NOTE5


 


The initial principal
amount of this Note is $                . The following increases or decreases in the principal amount of this Note have been made:


 


	 	Date
	 	 	Amount of decrease in
 principal amount of
 this Note	 	Amount of increase in
 principal amount of
 this Note	 	Principal amount of
 this Note following
 such decrease or
 increase	 	Signature of
 authorized signatory
 of Trustee
	 	 	 	 	 	 	 	 	 	 	 



  


 






5
Insert if this Note is to be a Global Security.