exv10w1






Exhibit 10.1




SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




     THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”)
dated as of April 26, 2010, 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 Lenders amend the
Credit Agreement in certain respects and the Administrative Agent and the Lenders have agreed to do
so on the terms and conditions hereinafter set forth.



     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 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, 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 Swap Contract. The definition of “Swap Contract” in Section 1.01 of the Credit
Agreement shall be and it hereby is amended in its entirety to read as follows:




     “Swap Contract” means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward commodity contracts (other than, with respect to any Loan
Party, forward contracts for the purchase by, and physical delivery to, a Loan Party
of commodities used or consumed by such Loan Party in the ordinary course of
business), equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index
transactions, interest rate options, forward foreign exchange transactions, cap
transactions, floor transactions, collar transactions, currency swap transactions,
cross-currency rate swap transactions, currency options, spot contracts, or any
other similar transactions or any combination of any of the foregoing (including any
options to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master



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agreement, and (b) any and all transactions of any kind, and the related
confirmations, which are subject to the terms and conditions of, or governed by, any
form of master agreement published by the International Swaps and Derivatives
Association, Inc., any International Foreign Exchange Master Agreement, or any other
master agreement to the extent relating to any of the transactions described in the
preceding clause (a) (any such master agreement, together with any related
schedules, a “Master Agreement”), including any such obligations or
liabilities under any Master Agreement.



     1.2 Excluded Hedges. The following definition shall be and it hereby is added to Section
1.01 of the Credit Agreement in appropriate alphabetical order:




     “Excluded Hedges” means Swap Contracts that (i) are basis differential
only swaps for volumes of natural gas included under other Swap Contracts permitted
by Section 7.12(a), or (ii) are a hedge of volumes of crude oil or natural gas by
means of a put or a price “floor” for which there exists no mark-to-market exposure
to the Borrower.



     1.3 Senior Notes Adjustment. Section 3.05 of the Credit Agreement shall be and it
hereby is amended in its entirety to read as follows:




     3.05 Senior Notes Adjustment. Unless otherwise waived in writing by
the Required Lenders, upon the incurrence of any Indebtedness under any Senior Notes
permitted under Section 7.03(f) at any time and from time to time (other than
Permitted Refinancings of any such Senior Notes), the Borrowing Base and the
Conforming Borrowing Base then in effect shall each be reduced by the lesser of (i)
$300 for every $1,000 in stated amount of such Indebtedness as of the date such
Indebtedness is incurred and (ii) such other amount, if any, determined by the
Required Lenders in their sole discretion prior to issuance of such Senior Notes.
For the avoidance of doubt, the stated amount of such Indebtedness that constitutes
Permitted Refinancings of existing Senior Notes shall not be included for purposes
of determining the reduction in the Borrowing Base and the Conforming Borrowing Base
required by this Section 3.05 and only the stated amount in excess of such Permitted
Refinancings shall be included in calculating the adjustment required by this
Section 3.05.



     1.4 Indebtedness Under Senior Notes. Section 7.03(f) of the Credit Agreement shall be
and it hereby is amended in its entirety to read as follows:




     (f) subject to any adjustment to the Borrowing Base and Conforming Borrowing
Base required under Section 3.05, unsecured Indebtedness of the Borrower evidenced
by unsecured senior notes or unsecured senior subordinated notes and Guarantees
thereof in an aggregate principal amount not to exceed $600,000,000 at any time
outstanding (“Senior Notes”) and any Permitted Refinancing of any
Indebtedness incurred under this clause (f); provided that (i) at the time of and
immediately after giving effect to each issuance of such Senior Notes or any
Permitted Refinancing thereof, no Default shall have occurred and



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be continuing, (ii) the final stated maturity date of such Senior Notes is not
earlier than the first anniversary after the Maturity Date (as in effect on the date
of issuance of such Senior Notes), (iii) the non-default stated interest rate of
such Senior Notes shall be consistent with market terms for issuers of similar size
and credit quality at the time of issuance, (iv) no scheduled principal amortization
is required under such Senior Notes prior to the stated maturity of such Senior
Notes and (v) such Senior Notes are evidenced by an indenture and related documents
containing terms and conditions, covenants and events of default that are customary
for similar notes and that are, in each case, reasonably satisfactory to the
Administrative Agent.



     1.5 Swap Contracts. Section 7.12(a) of the Credit Agreement shall be and it hereby is
amended in its entirety to read as follows:




     (a) Swap Contracts entered into with the purpose and effect of mitigating risk
with respect to prices of natural gas (including natural gas liquids) and/or crude
oil of the Borrower and its Restricted Subsidiaries (including Swap Contracts
entered into to unwind or offset other permitted Swap Contracts); provided
that at all times, on a net basis, (i) the aggregate notional volume for each of
natural gas (including natural gas liquids) and crude oil, calculated separately,
covered by market sensitive Swap Contracts for any month in each of the first and
second years of the forthcoming five year period (other than Excluded Hedges) shall
not exceed 100% of the estimated natural gas (including natural gas liquids) and
crude oil production, calculated separately, from the proven producing reserves of
the Borrower and its Restricted Subsidiaries for each such month in such forthcoming
period, it being understood that crude oil hedges may be used as a substitute for
hedging natural gas liquids so long as such crude oil hedges are identified and
consistently reported as such, and (ii) the aggregate notional volume for each of
natural gas (including natural gas liquids) and crude oil, calculated separately,
covered by market sensitive Swap Contracts for any month in each of the third,
fourth and fifth years of the forthcoming five year period (other than Excluded
Hedges) shall not exceed 85% of the estimated natural gas (including natural gas
liquids) and crude oil production from the proven producing reserves of the Borrower
and its Restricted Subsidiaries for each such month in such forthcoming period, it
being understood that crude oil hedges may be used as a substitute for hedging
natural gas liquids so long as such crude oil hedges are identified and consistently
reported as such; provided further, that at the time the Swap Contract is
entered into the counterparty to such Swap Contract is an Approved Counterparty; and



     1.6 Amendments. Section 10.01(c) of the Credit Agreement shall be and it hereby is
amended in its entirety to read as follows:




     (c) postpone any date fixed by this Agreement for any payment or mandatory
prepayment of principal, interest, fees or other amounts due to any Lender (other
than any payment or mandatory prepayment required pursuant to Section 2.11(c) as a
result of a reduction in the Borrowing Base or the



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Conforming Borrowing Base pursuant to Section 3.05) or any scheduled or mandatory
reduction of the Commitment of any Lender hereunder or under any other Loan Document
without the written consent of each Lender directly affected thereby (other than any
reduction in the Commitment of any Lender as a result of a reduction in the
Borrowing Base or the Conforming Borrowing Base pursuant to Section 3.05);



     1.7 Schedule 2.01. Schedule 2.01 attached to the Credit Agreement shall be and it
hereby is replaced in its entirety by Schedule 2.01 attached hereto.



     1.8 Redetermined Borrowing Base. This Amendment shall constitute a notice of the
Redetermination of the Borrowing Base pursuant to Section 3.02 of the Credit Agreement, and
the Administrative Agent hereby notifies the Borrower that, as of the date of this Amendment, the
redetermined Borrowing Base is $1,200,000,000.


SECTION 2. Reallocation of Commitments and Loans. Fortis Capital Corp. (“Departing
Lender”) desires to assign all of its rights and obligations as a Lender under the Credit
Agreement to BNP Paribas. In addition, the Lenders (other than the Departing Lender) have agreed
among themselves to reallocate their respective Commitments. Each of the Administrative Agent, the
L/C Issuer, the Swing Line Lender and the Borrower hereby consents to (i) the assignment by the
Departing Lender of its rights and obligations as a Lender under the Credit Agreement to BNP
Paribas and (ii) the reallocation of the Commitments. On the date this Amendment becomes effective
and after giving effect to such reallocation of the Commitments, the Commitment of the Departing
Lender shall terminate and the Commitment of each Lender shall be as set forth on Schedule
2.01 to this Amendment. With respect to such reallocation, (a) BNP Paribas shall be deemed to
have acquired the Departing Lender’s Commitment and (b) such acquisition of the Departing Lender’s
Commitment and the reallocation of the Commitments among the Lenders shall be deemed to have been
consummated pursuant to the terms of the Assignment and Assumption Agreement attached as
Exhibit C to the Credit Agreement as if Departing Lender and the other Lenders had executed
an Assignment and Assumption with respect to such acquisition and reallocation. The Administrative
Agent hereby waives the $3,500 processing and recordation fee set forth in Section
10.06(b)(iv) of the Credit Agreement with respect to the assignments and reallocations
contemplated by this Section 2. 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 reallocation
contemplated by this Section 2.



SECTION 3. Conditions. The amendments to the Credit Agreement and the redetermination of the
Borrowing Base as set forth in Section 1 of this Amendment and the reallocation and
assignments 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 each Lender (including the Departing Lender)
shall have executed and delivered this Amendment and any other documents



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requested by the Administrative Agent prior to the date hereof, all in form and substance
satisfactory to the Administrative Agent.




     3.2 No Default. No Default shall have occurred and be continuing.



     3.3 Fees. The Borrower shall have paid (or contemporaneous with this Amendment becoming
effective will pay) to the Agent, for the benefit of the Lenders, the fees separately agreed upon
between the Borrower and the Agent.



     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.



     3.5 Legal Matters Satisfactory. All legal matters incident to the consummation of the
transactions contemplated hereby shall be reasonably satisfactory to special counsel for the
Administrative Agent retained at the expense of the Borrower.


SECTION 4. 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:




     4.1 Reaffirmation of Representations and Warranties/Further Assurances. After giving effect
to the amendments 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 to the extent such representations and warranties
relate solely to an earlier date).



     4.2 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, require no approval, consent or action by or in respect of, or filing with, any court or
agency of government.



     4.3 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.


SECTION 5. Miscellaneous.




     5.1 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



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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.




     5.2 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.



     5.3 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.



     5.4 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 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.



     5.5 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.



     5.6 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.



     5.7 Governing Law. This Amendment shall be governed by, and construed in accordance with, the
law of the state of Texas.



[Remainder of Page Intentionally Blank. Signature Pages Follow.]




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     IN WITNESS WHEREOF, the parties have caused this Second 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:
	 	Vice President, Chief Financial Officer and
Treasurer	 	 






Second Amendment to Amended and Restated Credit Agreement




Signature Page




 









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

 	 
	 	By:  	/s/  Kimberly A. Bourgeois
 	 
	 	 	Kimberly A. Bourgeois 	 
	 	 	Senior Vice President 	 
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as a Lender, L/C Issuer and Swing Line Lender

 	 
	 	By:  	/s/  Kimberly A. Bourgeois
 	 
	 	 	Kimberly A. Bourgeois 	 
	 	 	Senior Vice President 	 
	 



Second Amendment to Amended and Restated Credit Agreement




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	 	 	BANK OF AMERICA, N.A.,

as Syndication Agent and a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey H. Rathkamp	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Jeffrey H. Rathkamp	 	 
	 

	 	Title:
	 	Managing Director	 	 






Second Amendment to Amended and Restated Credit Agreement




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	 	 	BNP PARIBAS,

as a Co-Documentation Agent and a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Edward Pak	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Edward Pak	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Dodd	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	David Dodd	 	 
	 

	 	Title:
	 	Managing Director	 	 






Second Amendment to Amended and Restated Credit Agreement




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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/ Sharada Manne	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Sharada Manne	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mark Roche	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Mark Roche	 	 
	 

	 	Title:
	 	Managing Director	 	 






Second Amendment to Amended and Restated Credit Agreement




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	 	 	ING CAPITAL LLC,	 	 
	 	 	as a Co-Documentation Agent and a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Charles E. Hall	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Charles E. Hall	 	 
	 

	 	Title:
	 	Managing Director	 	 






Second Amendment to Amended and Restated Credit Agreement




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	 	 	SCOTIABANC INC.,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ J.F. Todd
 

J.F. Todd
	 	 
	 

	 	Title:
	 	Managing Director	 	 






			
	 	 	 
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	 	 	UNION BANK, N.A.,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Alison Fuqua
 

Alison Fuqua
	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 






			
	 	 	 
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	 	 	BANK OF SCOTLAND plc,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Julia R. Franklin
 

Julia R. Franklin
	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 






			
	 	 	 
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	 	 	COMPASS BANK,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Kathleen J. Bowen
 

Kathleen J. Brown
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






			
	 	 	 
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	 	 	FORTIS CAPITAL CORP.,	 	 
	 	 	as a Departing Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Richard Hawthorne
 

Richard Hawthorne
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Betsy Jocher
 

Betsy Jocher
	 	 
	 

	 	Title:
	 	Director	 	 






			
	 	 	 
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	 	 	KEY BANK NATIONAL ASSOCIATION,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Todd Coker
 

Todd Coker
	 	 
	 

	 	Title:
	 	Vice President	 	 






			
	 	 	 
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	 	 	U.S. BANK NATIONAL ASSOCIATION,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Bruce E. Hernandez
 

Bruce E. Hernandez
	 	 
	 

	 	Title:
	 	Vice President	 	 






			
	 	 	 
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	 	 	WELLS FARGO BANK, N.A.,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Thomas E. Stelmar, Jr.
 

Thomas E. Stelmar, Jr.
	 	 
	 

	 	Title:
	 	AVP / Portfolio Manager	 	 






			
	 	 	 
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	 	 	SUMITOMO MITSUI BANKING CORPORATION,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Masakazu Hasegawa	 	 
	 

	 	Name:
	 	 

Masakazu Hasegawa
	 	 
	 

	 	Title:
	 	General Manager	 	 






			
	 	 	 
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	 	 	NATIXIS (formerly Natexis Banques Populaires),	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Liana Tchernysheva	 	 
	 

	 	Name:
	 	 

Liana Tchernysheva
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Louis P. Laville, III	 	 
	 

	 	Name:
	 	 

Louis P. Laville, III
	 	 
	 

	 	Title:
	 	Managing Director	 	 






			
	 	 	 
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	 	 	SUNTRUST BANK,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Greg Magnuson	 	 
	 

	 	Name:
	 	 

Greg Magnuson
	 	 
	 

	 	Title:
	 	Vice President	 	 






			
	 	 	 
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	 	 	STERLING BANK,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeff Forbis	 	 
	 

	 	Name:
	 	 

Jeff Forbis
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






			
	 	 	 
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	 	 	BANK OF TEXAS, N.A.,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeff Olmstead	 	 
	 

	 	Name:
	 	 

Jeff Olmstead
	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 






			
	 	 	 
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	 	 	CITIBANK, N.A. (formerly Citibank Texas, N.A.),	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gary T. Brednich	 	 
	 

	 	Name:
	 	 

Gary T. Brednich
	 	 
	 

	 	Title:
	 	Vice President	 	 






			
	 	 	 
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	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Evelyn Thierry	 	 
	 

	 	Name:
	 	 

Evelyn Thierry
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Paul O’Leary	 	 
	 

	 	Name:
	 	 

Paul O’Leary
	 	 
	 

	 	Title:
	 	Director	 	 






			
	 	 	 
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	 	 	THE FROST NATIONAL BANK,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Alex Zemkoski
 

Alex Zemkoski
	 	 
	 

	 	Title:
	 	Vice President	 	 






			
	 	 	 
	Second Amendment to Amended and Restated Credit Agreement	 	 
	 
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Page







 












 





CONSENT AND REAFFIRMATION




     The undersigned (each a “Guarantor”) hereby (i) acknowledges receipt of a copy of the
foregoing Second Amendment to Amended and Restated Credit Agreement (the “Second
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”) and (v) reaffirms that the Guaranty is and
shall continue to remain in full force and effect. Although Guarantor has been informed of the
matters set forth herein and has acknowledged and agreed to same, Guarantor understands that the
Lenders have no obligation to inform Guarantor of such matters in the future or to seek 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 Second Amendment.



	 	 	 	 	 	 	 

	 	 	GUARANTORS:	 	 
	 
	 	 	 	 	 	 
	 	 	COG OPERATING LLC,	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Darin G. Holderness
 

Darin G. Holderness
	 	 
	 

	 	Title:
	 	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:
	 	Vice President, Chief Financial Officer and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	CONCHO ENERGY SERVICES LLC,	 	 
	 	 	a Texas limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Darin G. Holderness	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Darin G. Holderness	 	 
	 

	 	Title:
	 	Vice President, Chief Financial Officer and Treasurer	 	 







Second Amendment to Amended and Restated Credit Agreement




			
	 	 	 
	 
	 	Consent and Reaffirmation







 









 






	 	 	 	 	 	 	 

	 	 	QUAIL RANCH LLC,	 	 
	 	 	a Texas limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Darin G. Holderness	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Darin G. Holderness	 	 
	 

	 	Title:
	 	Vice President, Chief Financial Officer and Treasurer	 	 






Second Amendment to Amended and Restated Credit Agreement




			
	 	 	 
	 	 	Consent and Reaffirmation







 










 





SCHEDULE 2.01




COMMITMENTS

AND APPLICABLE PERCENTAGES




	 	 	 	 	 	 	 	 	 
	Lender	 	Commitment1	 	Applicable Percentage
	JPMorgan Chase Bank, N.A.
	 	$	98,000,000	 	 	 	8.1666667	%
	Bank of America, N.A.
	 	$	98,000,000	 	 	 	8.1666667	%
	BNP Paribas
	 	$	95,000,000	 	 	 	7.9166667	%
	Credit Agricole Corporate and
Investment Bank, f/k/a Calyon (New
York Branch)
	 	$	95,000,000	 	 	 	7.9166667	%
	ING Capital LLC
	 	$	95,000,000	 	 	 	7.9166667	%
	Wells Fargo Bank
	 	$	95,000,000	 	 	 	7.9166667	%
	Scotiabanc Inc.
	 	$	62,000,000	 	 	 	5.1666667	%
	Union Bank, N.A.
	 	$	62,000,000	 	 	 	5.1666667	%
	Bank of Scotland
	 	$	54,000,000	 	 	 	4.5000000	%
	Compass Bank
	 	$	54,000,000	 	 	 	4.5000000	%
	Key Bank National Association
	 	$	54,000,000	 	 	 	4.5000000	%
	U.S. Bank National Association
	 	$	54,000,000	 	 	 	4.5000000	%
	Sumitomo Mitsui Banking Corporation
	 	$	50,000,000	 	 	 	4.1666666	%
	Natixis
	 	$	43,000,000	 	 	 	3.5833333	%
	Suntrust Bank
	 	$	43,000,000	 	 	 	3.5833333	%
	Citibank, N.A.
	 	$	31,000,000	 	 	 	2.5833333	%
	Deutsche Bank Trust Company Americas
	 	$	31,000,000	 	 	 	2.5833333	%
	The Frost National Bank
	 	$	31,000,000	 	 	 	2.5833333	%
	Sterling Bank
	 	$	30,000,000	 	 	 	2.5000000	%
	Bank Of Texas, N.A.
	 	$	25,000,000	 	 	 	2.0833333	%
	 
	 	 	 	 	 	 	 	 
	Total
	 	$	1,200,000,000	 	 	 	100.0000000	%








 




			
	1	 	As of April 26, 2010, and subject to adjustment as a result
of changes in the Borrowing Base and the Maximum Facility Amount.





Second Amendment to Amended and Restated Credit Agreement