Administrative Services Agreement dated December 31, 2011



 Exhibit 10.1 
 ADMINISTRATIVE SERVICES AGREEMENT 
 BETWEEN 

APCO OIL AND GAS INTERNATIONAL INC. 
 AND 
 WPX ENERGY, INC. 

EFFECTIVE DATE: December 31, 2011 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	1.	 	 DEFINITIONS:
	  	 	1	  
	2.	 	 TERM:
	  	 	4	  
	3.	 	 PROVISION OF SERVICES:
	  	 	4	  
	4.	 	 COMPENSATION:
	  	 	6	  
	5.	 	 INVOICING AND PAYMENTS:
	  	 	8	  
	6.	 	 RIGHT TO AUDIT:
	  	 	8	  
	7.	 	 INDEPENDENT CONTRACTOR STATUS:
	  	 	8	  
	8.	 	 INDEMNIFICATION:
	  	 	9	  
	9.	 	 INSURANCE:
	  	 	10	  
	10.	 	 CONFIDENTIALITY:
	  	 	10	  
	11.	 	 LIMITATION OF LIABILITY:
	  	 	12	  
	12.	 	 NOTICES:
	  	 	12	  
	13.	 	 CERTAIN PRACTICES:
	  	 	13	  
	14.	 	 NON-WAIVER:
	  	 	14	  
	15.	 	 ASSIGNMENT:
	  	 	14	  
	16.	 	 NON-EXCLUSIVE AGREEMENT:
	  	 	14	  
	17.	 	 NO THIRD PARTY BENEFICIARY
	  	 	14	  
	18.	 	 HEADINGS:
	  	 	15	  
	19.	 	 ENTIRE AGREEMENT:
	  	 	15	  
	20.	 	 SEVERABILITY:
	  	 	15	  
	21.	 	 AMENDMENTS:
	  	 	15	  
	22.	 	 GOVERNING LAW:
	  	 	15	  
	23.	 	 DISPUTE RESOLUTION:
	  	 	15	  
	24.	 	 MUTUAL COOPERATION:
	  	 	17	  
	25.	 	 FORCE MAJEURE:
	  	 	17	  








 ADMINISTRATIVE SERVICES AGREEMENT 

THIS ADMINISTRATIVE SERVICES AGREEMENT is made and entered into as of 11:59 p.m. this 31st day of December, 2011 (“Effective
Date”), by and between Apco Oil and Gas International Inc., a company organized under the laws of the Cayman Islands (“Company” or “Apco”), and WPX Energy, Inc. (“WPX”), a company organized under the laws of the
State of Delaware, USA. 
 WHEREAS, Company is a public company whose shares are traded on the NASDAQ but has few employees and
is in need of personnel to perform administrative services on behalf of the Company; 
 WHEREAS, WPX owns approximately 69% of
the issued and outstanding stock of Company and desires to provide or cause to be provided administrative, legal and management services (“Services”) to Company; 
 WHEREAS, Company desires to engage the services of WPX and its Affiliates to perform various Services, under the terms and conditions hereinafter provided; and 

WHEREAS, WPX is willing to perform the Services upon the terms and conditions hereinafter set forth. 

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the Parties agree as follows: 

 

	1.	DEFINITIONS: 

 (a) The following
terms have the meanings assigned herein. 
  

	 	(i)	“Affiliate” of a Person means a Person (a) which is a Subsidiary of that Person, (b) of which that Person is a Subsidiary, or (c) which is a
Subsidiary of a Person of which that Person is a Subsidiary. However, for purposes of clarification, Apco is not included in references to Affiliates of WPX, and WPX is not included in references to Affiliates of Apco. 


 

	 	(ii)	“Agreement” means this Administrative Services Agreement, as amended or supplemented from time to time, and the exhibits hereto, which are incorporated herein
by reference. 

  

	 	(iii)	“Applicable Law” means, with respect to any Person or any property or asset, all laws, ordinances, codes, rules, regulations, orders, writs, injunctions,
decrees, rulings, determinations, awards or standards of any Governmental Authority, all Governmental Authorizations and all agreements with any Governmental Authority applicable to or binding on such Person (or its properties or assets) or to such
property or asset from time to time or at the time specified in this Agreement, as the case may be. 









	 	(iv)	“Bankruptcy” of a Person means (a) Involuntary Bankruptcy or (b) commencement by a Person of a voluntary case or proceeding under any applicable
bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by such Person to the entry of a decree or order for relief in respect of such Person in an
involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against such Person, or the filing by such Person of a petition
or answer or consent seeking reorganization or relief under any Applicable Law; or consent by such Person to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator or similar official of such Person or of any substantial part of the property of such Person, or the making by such Person of an assignment for the benefit of creditors, or the admission by such Person in writing of its inability to pay
its debts generally as they become due, or the taking of corporate action by such Person in furtherance of any such action. 

  

	 	(v)	“Business Days” means any day other than Saturday, Sunday or a legal holiday in New York, New York. 


 

	 	(vi)	“Calendar Month” means any of January, February, March, April, May, June, July, August, September, October, November or December, as applicable.


  

	 	(vii)	“Claims” has the meaning specified in Section 8(a). 

  

	 	(viii)	“Confidential Information” has the meaning specified in Section 10(a)(i). 


 

	 	(ix)	“Governmental Authority” means any judicial, legislative, administrative or other national, state, municipal or local governmental authority, ministry,
department, any administrative agency, office, organization or authority having jurisdiction over the Parties. 

  

	 	(x)	“Governmental Authorization” means any authorization, consent, ruling, permit, certification, exemption, exoneration or registration by or with any
Governmental Authority. 

  

	 	(xi)	 “Involuntary Bankruptcy” means entry by any competent governmental authority of any jurisdiction or a court having jurisdiction in the
premises of (i) a decree or order for relief in respect of such Person in an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or (ii) an involuntary or contested decree or
order adjudging such Person a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of such Person




  
 2 









	 	
under any applicable law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of such Person or of any substantial part of the property of
such Person, or ordering the winding up or liquidation of the affairs of such Person. 

  

	 	(xii)	“Parties” and “Party” mean Company and WPX or either of them. 


 

	 	(xiii)	“Person” means any individual, corporation, partnership, joint venture, association, trust, unincorporated organization or government or any agency or
political subdivision thereof. 

  

	 	(xiv)	“Representatives” of a Party shall mean directors, officers, employees, auditors, counsel, financial and other advisors and other representatives and
Affiliates of such Party, and such Affiliates’ directors, officers, employees, auditors, counsel, financial and other advisors and other representatives. 


 

	 	(xv)	“Services” shall have the meaning specified in the second Whereas clause to this Agreement hereinabove. 


 

	 	(xvi)	“Subsidiary” of a Person means (i) a corporation more than 50% of the outstanding voting shares of which is owned, directly or indirectly, by such Person
or by one or more other Subsidiaries of such Person or by such Person and one or more Subsidiaries thereof or (ii) any other Person (other than a corporation) in which such Person, or one or more other Subsidiaries of such Person, or such
Person and one or more other Subsidiaries thereof, directly or indirectly, has at least a majority ownership and power to direct the policies, management and affairs thereof. 


 

	 	(xvii)	“US Foreign Corrupt Practices Act” means the United States Foreign Corrupt Practices Act of 1977, as amended from time to time. 


(b) For all purposes of this Agreement, except as otherwise expressly provided or to the extent that the context otherwise requires:

  

	 	(i)	the terms defined herein include the plural as well as the singular and vice versa; 


 

	 	(ii)	words importing gender include all genders; 

  

	 	(iii)	any reference to an “Article”, “Section” or “Exhibit” refers to an article, section or exhibit, as the case may be, of this Agreement;


  

	 	(iv)	the words “herein”, “hereof”, “hereto” and “hereunder” and other words of similar import refer to this Agreement and its
exhibits, as a whole and not to any particular article, section, exhibit or other subdivision; 


  
 3 









	 	(v)	the symbol “$” or “US$” means United States dollars; and 


 

	 	(vi)	whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words
“without limitation”. 

  

	2.	TERM: 

 (a) This Agreement shall
be effective commencing upon the Effective Date. 
 (b) This Agreement shall remain in effect for one year and shall
automatically renew on the anniversary of the Effective Date and each year thereafter unless terminated by either party upon 90 days prior written notice prior to any anniversary of the Effective Date. Either WPX or Company may terminate any given
Service provided hereunder at any time upon 60 days prior written notice. 
 (c) Promptly after the date of any termination, WPX
shall be paid for any Services rendered by WPX through the date on which WPX ceases to perform such Services. 
 (d) Termination
of this Agreement in accordance with this Section 2 shall not affect the rights, privileges, duties, liabilities or obligations of either Party which arose or accrued prior to the date of termination, and this Section 2 and
Sections 8, 9, 10, 11, 14, 17, 18, 19, 20, 22 and 23 shall survive any termination of this Agreement. 
  

	3.	PROVISION OF SERVICES: 

 (a)
Company hereby appoints and retains WPX to perform or cause to be performed the Services on the terms and conditions set forth in this Agreement. WPX hereby accepts and agrees to perform or cause to be performed the Services in accordance with the
terms and conditions of this Agreement. 
 (b) Subject to any limitations on availability and resources and such other
limitations as set forth in this Agreement, the Services shall be those administrative, legal and financial services described below and such other services as may be agreed upon from time to time by Company and WPX, which shall be performed or
provided subject to and under the direction and supervision of, Company: 
  

	 	(i)	internal audit, corporate communications, controller, security, human resources, storage, accounting, legal, tax, risk management and insurance, administration,
management, corporate secretarial services and information services, including without limitation, hardware support, systems design, programming, production and distribution services but only to the extent of current capacity levels and subject to
limitations set forth in any applicable agreements of WPX; 

  

	 	(ii)	right to use third party licensed software licensed to WPX but only to the extent and subject to the limitations set forth in such licenses; 


  
 4 









	 	(iii)	providing WPX’s (or its Affiliates’) personnel to hold certain executive positions of the Company; 


 

	 	(iv)	establishing and maintaining appropriate administrative, business, accounting and financial systems; maintaining Apco’s home office accounts, perform consolidation
accounting, account analysis, financial reporting, assure compliance with US GAAP and work with the Company’s external auditors in the US and Argentina; 


 

	 	(v)	preparing and issuing monthly operations and financial reports; 

  

	 	(vi)	preparing and/or filing, on behalf of the Company, Securities and Exchange Commission filings and other information required to be filed as a public company in
compliance with Applicable Law; 

  

	 	(vii)	obtaining, on behalf of Company, Governmental Authorizations, including completing and executing any related applications and filings; 


 

	 	(viii)	preparing and executing (upon proper authorization) on behalf of Company agreements for professional services; and 


 

	 	(ix)	preparation for and scheduling of meetings of the Board of Directors and preparing agendas for same. 


(c) In addition, amounts expended pursuant to Company’s request with respect to claims and litigation (including settlement costs
and reasonable expenses associated therewith, and attorney’s fees, expenses and court costs) will be reimbursed by Company to WPX. 
 (d) WPX shall determine the number and identity of personnel to be provided to perform the Services but shall ensure that sufficient personnel are provided at all times. Company agrees that WPX or its
Affiliates may employ subcontractors to perform the Services. Any individuals employed by WPX or its Affiliates and performing Services hereunder shall be and remain the employees of WPX and/or its Affiliates (and not of Company). Company shall be
free at any time to accept, reject or, upon reasonable notice, ask for replacements for any such personnel. All equipment provided to such personnel by Company shall remain the property of Company and all equipment provided to such personnel by WPX
shall remain the property of WPX. 
 (e) WPX shall not be required to qualify to do business in any state or foreign country in
order to provide Services requested by Company. 
 (f) If Company should discontinue its use of equipment, third party software
or related items which items were leased, purchased, or licensed by WPX or its Affiliates on Company’s behalf and at Company’s request, at any time during the term of this Agreement or prior thereto, the Company shall reimburse to WPX all
charges, costs and expenses actually incurred by WPX in connection with the cancellation or assignment of any applicable leases, licenses or other contracts associated with such items; provided, however, that WPX will allow a representative of
Company to participate in negotiations with regard to such charges prior to any 

  
 5 








 
assessment thereof. To the extent Company shall have specifically requested WPX or its Affiliates to purchase equipment for the benefit of Company, and such purchase was made, Company shall
purchase from WPX any of such equipment owned by WPX, at a price equal to WPX’s net book value for such equipment. Such obligations apply whether the discontinuance of use occurs upon the termination of this Agreement or prior thereto.

  

	4.	COMPENSATION: 

 As full and
complete compensation for Services, Company agrees to pay WPX in the following manner: 
  

	 	(i)	The Company will pay WPX a percentage (to be defined later herein) of certain of the Services allocated to the Company using the Modified Massachusetts Formula (the
“MMF”). The allocated services for which the Company will pay are those services that specifically benefit the Company and include but are not limited to Tulsa Facilities; Manager General Services (Call Center, Mail, Office, Park and
Facilities scheduling); Tulsa Office Services; Tulsa Mail Services; Tulsa Forms Management & Purchasing; Travel Service; Manager Food, TVI, Print, Records; Tulsa Print Services, Tulsa Record Management; Treasurer & Credit; Risk
Management & Insurance; Corporate Secretary; Ethics; Audit; Investor Relations; Research Accounting and Sarbanes Oxley. WPX’s cost centers will be analyzed at least annually by both WPX and Apco to determine whether the listing of cost
centers utilized hereunder is complete and appropriate. 

 The MMF is a three-factor formula, which allocates
costs to subsidiaries, divisions or business units giving equal weight to operating revenue less cost-of-sales, gross payroll and gross property, plant and equipment. For purposes of this calculation hereunder, revenues will be reported net of
royalties. For purposes of the MMF calculation, gross payroll shall include total wages, salaries and other compensation, such as would be reportable on IRS form 941 or the Argentine equivalent. In the event of changes due to acquisitions, mergers
or asset sales, this allocation will be adjusted quarterly. 
 The payment by the Company to WPX based on the MMF allocation is
intended to reimburse WPX for all Services described in Article 3(b) above that are provided to the Company and for which it will not be charged directly. Direct charges such as legal services, rent, computer leasing, LAN charges, printing and
reproduction services and other similar services which are directly identifiable to Apco will be directly charged to Apco. 

  
 6 








 In the event WPX wishes to adopt a different method for the allocation of corporate
expenses to the Company or other of its Affiliates in the future, WPX and the Company shall meet to determine whether the new allocation method will be used hereunder or whether the Parties shall continue the use of the MMF allocation method for
purposes of this Agreement. Should the Parties determine to use a different allocation method, their agreement to do so shall be reflected in an Amendment to this Agreement. In the event the Parties determine to continue the use of the MMF
allocation method, no Amendment to this Agreement shall be required. 
  

	 	(ii)	WPX shall provide the Company with the services of those positions set forth on Exhibit “A” that perform specific functions for the Company and spend either
substantial time in the performance of services for the Company or consistently provide time to the Company every month. Exhibit “A” may be modified by the Parties from time to time as needed to add or remove positions which will be
provided hereunder. 

 The Parties agree that the positions described on Exhibit “A” have devoted and
will continue to devote substantial and or consistent time to the business of the Company. Accordingly, time for services of the listed positions will be paid for by the Company on the basis of an allocation of the salary, and bonus of those
individuals plus a factor determined annually by WPX (for 2011, this factor is 33%) for employee benefits and taxes (the “Salary Allocation”). 
 Unless a modification is agreed by the Parties through an agreed revision to Exhibit “A”, the Salary Allocation percentages to be used for the positions described in Exhibit “A” are as
set forth on Exhibit “A”. 
 The percentages and positions shall be reviewed by the parties periodically and adjusted
but not more than on an annual basis. 
  

	 	(iii)	The Company will also pay WPX one hundred fifty thousand dollars ($150,000) per year for the services of those WPX employees or employees of its Affiliates that hold
the positions of Chairman and Chief Executive Officer and Chief Financial Officer of Apco as compensation for time devoted by those employees in the performance of their duties for the Company. Such amount is based upon a percentage of such
individual’s Salary Allocation determined by using an estimate of the time actually spent by such employees on behalf of Apco and will be periodically reviewed and adjusted by the Parties as appropriate to more accurately reflect the actual
time spent. 

  

	 	(iv)	 The Company shall pay WPX separately for Services that are not included above and are directly identifiable to the Company on an as-used basis. Such
Services include but are not limited to rent for the square footage of office space occupied by the Company on the 35th floor of the Bank of Oklahoma Tower, One Williams Center, Tulsa, Oklahoma, computer leasing costs, local area network (LAN),
telephone, printing and 



  
 7 









	 	
reproduction services and supplies and legal services. These services will be charged to the Company on the same rate as charged to other WPX Affiliates or Subsidiaries. The Company shall also
reimburse WPX for the cost of any insurance coverage provided to Apco by WPX. 

  

	5.	INVOICING AND PAYMENTS: 

 WPX
shall at a minimum submit quarterly invoices to Company for Services rendered hereunder and will provide full supporting documentation upon the request of Company. Company shall pay WPX the amounts of such invoices within thirty (30) days after
receipt; provided, that if Company shall have any objection to all or any portion of an invoice, Company shall notify WPX of the same within thirty (30) days after receipt of the invoice, give reasons for its objection and pay only the portion
of the invoice which is not in dispute. Representatives of WPX and Company shall confer within sixty (60) days of receipt of objection by Company regarding a particular invoice to resolve any disputed invoices. In the event such representatives
are unable to reach agreement with regard to such a dispute, the matter shall be resolved in accordance with Section 23. 
  

	6.	RIGHT TO AUDIT: 

 WPX shall keep
such books and records (which books and records shall be maintained on a consistent basis and substantially in accordance with generally accepted accounting principles) as shall readily disclose, as allowed by law, the basis for any charges or
credits, ordinary or extraordinary, billed to Company under this Agreement. Company shall, as allowed by law, have the right, upon reasonable notice from Company to WPX and during regular business hours, to inspect, examine and audit or cause to be
audited each year the accounts and records of WPX reasonably related to the Services provided hereunder, except where such accounts and records would otherwise be considered proprietary or confidential, in which case such audit shall be conducted by
an independent auditor agreed to by the Parties, provided such right is exercised in a manner that does not interfere with the provision of the Services hereunder by WPX. Any audit by Company hereunder shall be at Company’s sole cost and
expense. 
  

	7.	INDEPENDENT CONTRACTOR STATUS: 


(a) WPX hereby declares it is engaged in an independent business and agrees to perform the Services as an independent contractor with,
except as otherwise provided for hereunder, full responsibility for the control and direction of its employees and subcontractors. WPX, in its performance of this Agreement, has and hereby retains the right to exercise full control and supervision
over the accomplishment of the objectives set forth herein; provided, however, that Company shall be free at any time to accept, reject or request replacement of any WPX personnel providing the Services. WPX shall make reasonable efforts to complete
the Services in a timely manner. WPX shall not be required to provide personnel to work a specific number of hours per day or specific days of the week. WPX shall not be an agent, employee or servant for and may not bind Company. This Agreement is
not intended to and shall not create a partnership, joint venture or agency of any kind or type. It is understood that WPX is free to contract for similar services to be performed for others during the term of this Agreement. 

  
 8 








 (b) WPX hereby accepts full and exclusive liability for the payment of its employees’
compensation and benefits including any and all contributions or taxes for unemployment insurance, old age retirement benefits, pensions or annuities now or hereafter imposed by or under Applicable Law and which are measured by the wages, salaries
or other remuneration paid to the persons employed by WPX with respect to Services performed under the terms of this Agreement. WPX further warrants that it will comply with all other Applicable Law to which it is subject as an employer regarding
compensation, hours of work or other conditions of employment, including those applicable to minimum wage and overtime wages. 

(c) Neither WPX nor its employees providing Services to Company under this Agreement shall be entitled to participate in or receive
benefits under any programs maintained by Company for its employees, including, without limitation, life, medical and disability benefits, pension, profit sharing or other retirement plans or other fringe benefits. Nor shall any WPX employees be
entitled to any direct or indirect compensation or remuneration of any kind from Company as a result of the Services performed under this Agreement. 
  

	8.	INDEMNIFICATION: 

 (a) WPX shall
be responsible for and shall defend and hold harmless Company from and against all claims, demands, causes of action, liabilities, fines, penalties, loss, or expense (including, without limitation, reasonable attorneys’ fees, costs and
expenses) (collectively “Claims”) of every kind and character, whether they be direct or indirect, arising from or related to, actions and/or omissions of any kind from personnel providing Services to Company hereunder when not performing
tasks or assignments for or on behalf of Company. The above indemnity of this Section 8(a) shall not apply to, and Company shall indemnify, protect, defend and hold harmless WPX, its owners, Affiliates, and all of their officers, directors,
employees, consultants and agents (collectively, the “WPX Group”) from, Claims for bodily injury, illness or death of any member of WPX Group, or of any employee of WPX’s contractors or subcontractors when arising out of
Company’s or its contractors’ (other than WPX) or subcontractors’ gross negligence or willful misconduct. 
 (b)
Company shall be responsible for and shall defend and hold harmless WPX Group from and against all Claims of every kind and character, whether they be direct or indirect, arising from or related to actions and/or omissions of any kind of the
personnel providing Services to Company by WPX hereunder when performing tasks or assignments for Company (including the Services), EVEN IF SUCH CLAIMS, DEMANDS, CAUSES OF ACTION, LIABILITIES, LOSSES OR EXPENSES ARE BASED UPON THE NEGLIGENCE
(WHETHER JOINT, CONCURRENT, ACTIVE, OR PASSIVE) OF THE WPX GROUP OR ACTIONS OR OMISSIONS (WHETHER OR NOT THE RESPONSIBILITY OF THE WPX GROUP) WHICH IMPOSE STRICT LIABILITY. The above indemnity of this Section 8(b) shall not apply to, and WPX
shall indemnify, protect, defend and hold harmless Company from, Claims for bodily injury, illness or death of any employee of Company or any of WPX’s contractors or subcontractors when arising out of any member of the WPX Group’s gross
negligence or willful misconduct. 

  
 9 








 (c) Except for claims against Company for failure to make any payments due hereunder, WPX
shall defend, protect, indemnify and hold harmless Company from and against all Claims of every kind and character arising from or related to WPX’s failure to pay its employees or because of its failure to withhold federal and state income
taxes or any other such taxes or state, local, municipal, national or federal governmental charges which WPX may be required to pay with respect to WPX’s employees during the period of such employment or which otherwise accrue under any
employee plan or benefit arrangement, including without limitation, all obligations of WPX for salaries, vacation, and holiday pay, severance payments, bonuses and other forms of compensation, benefits or other payments, as well as all costs and
expenses with respect to any termination by WPX of its employees who performed Services under this Agreement. 
  

	9.	INSURANCE: 

 WPX shall carry or
cause to be carried and maintained in force throughout the entire term of this Agreement insurance coverage as described in paragraphs (a) through (c) below. 
 (a) Workers’ Compensation insurance complying with the laws of the state or states of the United States of America having jurisdiction over each WPX employee and Employers’ Liability insurance
with limits of $1,000,000 per each accident, $1,000,000 disease per each employee and a $1,000,000 disease policy limit. 
 (b)
Commercial General Liability insurance on an occurrence basis with a combined single limit of $1,000,000 per each occurrence for bodily injury and property damage. 
 (c) Automobile Liability insurance with a combined single limit of $1,000,000 per each occurrence for bodily injury and property damage, which insurance shall include coverage for all owned, non-owned and
hired vehicles. 
  

	10.	CONFIDENTIALITY: 

 (a)
Confidential Information. 
  

	 	(i)	“Confidential Information” shall mean all information of a Party of a proprietary or confidential nature that any Party (the “Disclosing Party”)
furnishes to the other Party (the “Receiving Party”), whether such information is written or oral and in whatever form or medium it is provided. 

  


	 	(ii)	Information shall not be deemed to be Confidential Information and the provisions of this Section 10 shall not apply to: (A) information which is or becomes
generally available to the public other than as a result of a disclosure in violation of this Agreement; (B) information which was already known to the Receiving Party or its Representatives prior to being furnished pursuant to this Agreement;
(C) information which becomes available to the Receiving Party or its Representatives on a non-confidential basis from a source other than a Disclosing Party or its Representatives if such Receiving Party or its Representatives had no reason to
believe that such source was subject to any prohibition against transmitting the information to such Receiving Party or its Representatives; and (D) information independently developed by the Receiving Party or its Representatives.



  
 10 









 (b) Confidentiality Obligations. 

 

	 	(i)	Each Receiving Party shall not disclose the Confidential Information to third parties or any of such Receiving Party’s Affiliates, or to any other Person without
the consent of the other Party other than to: (A) such Receiving Party’s Representatives, (B) a financial advisor, legal counsel, consultant, contractor or subcontractor that has a legitimate business need to be informed; (C) a
Governmental Authority, or (D) a Person to which the Disclosing Party or its Affiliate is required by Applicable Laws or the applicable rules of any stock exchange or similar organization to disclose the Confidential Information.


  

	 	(ii)	In case of a disclosure of Confidential Information to a third party permitted by paragraph (b)(i)(A) and (b)(i)(B), the Receiving Party disclosing such information
shall ensure that such third party has signed an agreement to protect the Confidential Information from further disclosure to the same extent as the Parties are obligated under this Section 10. 


(c) Notice Preceding Compelled Disclosure. If a Party or any Representative of such Party reasonably believes it is required by
Applicable Law or the applicable rules of any stock exchange or similar organization (whether requested by oral question, interrogatory, request for information or documents, subpoena, civil investigative demand, similar law or legal process or
otherwise) to disclose any Confidential Information, such Party shall promptly notify the other Party of such requirement as soon as it becomes aware of it. 
 (d) Return of Information. All written Confidential Information, except for that portion of the Confidential Information that may be found in analyses, compilations, studies or other documents
prepared by the Disclosing Party or its Representatives, shall be promptly returned upon written request of the Disclosing Party or, at the election of the Receiving Party, destroyed, and no copies shall be retained by such Receiving Party or its
Representatives. That portion of the Confidential Information that may be found in analyses, compilations, studies or other documents and Confidential Information not so requested or returned will be held and kept subject to the terms of this
Agreement, or destroyed. 
 (e) Specific Performance. The Parties recognize and agree that if any of the provisions of
this Section 10 are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused for which money damages would not be an adequate remedy. Accordingly, each Party
agrees that, in addition to other remedies, the Parties shall be entitled to an injunction restraining any violation or threatened violation of the provisions of this Section 10 or to specific performance or other equitable relief to enforce
the provisions of this Section 10. In the event that any action should be brought in equity to enforce the provisions of this Section 10, no Party will allege, and each Party hereby waives the defense, that there is adequate remedy at law.


  
 11 










	11.	LIMITATION OF LIABILITY: 


NEITHER THE COMPANY NOR WPX SHALL BE LIABLE TO THE OTHER OR ITS EMPLOYEES IN ANY EVENT OR FOR ANY REASON FOR ANY SPECIAL, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS, LOSS OF DATA, LOSS OF REVENUE OR LOSS OF GOODWILL ARISING OUT OF OR RELATED TO THIS AGREEMENT. 
  

	12.	NOTICES: 

 Except as specifically
provided otherwise herein, all notices required or permitted under this Agreement shall be in writing and shall be deemed given upon actual receipt. Such notices may be given by: (a) personal delivery; (b) facsimile; or (c) certified
or registered mail for which postage is prepaid and a return receipt is requested. Any such notices shall be sent to the respective addresses specified below. Any Party’s address may be changed by notice given to the other Party in accordance
with this provision. 
  

					
	 If to Company:

		 	 Apco Oil and Gas International Inc.
 One Williams Center
 Suite 3500
 Tulsa, Oklahoma 74172

		 	Attention:	 	 Thomas Bueno
 President COO and
CAO

		 	 Phone No.:

Facsimile No.:
	 	 (918) 573-2570
 (918)
573-3082

			
		 	With a copy to:	 	
		
		 	 Apco Oil and Gas International Inc.
 One Williams Center
 Suite 3500
 Tulsa, Oklahoma 74172

		 	Attention:	 	 Landy Fullmer
 Chief Financial
Officer

		 	 Phone No.:
 Facsimile
No.:
	 	 (918) 573-0454
 (918)
573-4503

			
		 	If to WPX:	 	
		
		 	 WPX Energy, Inc.

One Williams Center
 Suite
2600



  
 12 










					
		 	Tulsa, Oklahoma 74172
		 	Attention:	 	Bryan K. Guderian
		 	Phone No.:	 	(918) 573-4680
		 	Facsimile No.:	 	(918) 573-1324
		
		 	 With a copy to:

		
		 	 WPX Energy, Inc.

One Williams Center
 Suite 4900

Tulsa, Oklahoma 74172

		 	Attention:	 	Corporate Secretary
		 	Phone No.:	 	(918) 573-5459
		 	Facsimile No.:	 	(918) 573-4503

  

	13.	CERTAIN PRACTICES: 

 (a) Each of
the Parties represents, warrants and covenants that neither it nor its Affiliates, officers, directors, employees or agents has made or shall make, any payments, loans, gifts, or promises or offers of payments, loans, gifts or anything of value,
directly or indirectly to or for the use or benefit in whole or in part of, any foreign official or employee of any Governmental Authority or state-owned enterprise, or to or for the use of any political party or official thereof, or candidate for
political office, or to any other Person if any such party knows, should have known or has or had reason to suspect, that any part of such payment, loan, gift or promise or offer (i) is for purposes of corruptly (A) influencing any act or
decision of the recipient in its official capacity or (B) inducing such recipient to (1) do or omit to do any act in violation of its lawful duty or (2) use its influence to affect or influence any act or decision of the government of
any foreign country or instrumentality thereof, or (3) secure any improper advantage, in each case, in order to assist the parties in obtaining or retaining business for or with, or directing business to, any person. 

(b) Each Party agrees to advise all of its and its Affiliates’ employees and Representatives engaged in implementing this Agreement
regarding these practices and Applicable Law. Each Party agrees to take appropriate steps to ensure that it and its Affiliates and their respective Representatives comply with these practices and Applicable Laws. Each Party shall respond promptly,
and in reasonable detail, to any notice from any other Parties or their auditors pertaining to the above stated warranty and representation and shall furnish documentary support for such response upon request from such other Party. 

(c) In carrying out the terms and provisions of this Agreement, each Party agrees: (i) to ensure that all billings and reports
rendered to the other Party under the terms of this Agreement will, to the best of its knowledge and belief, properly reflect the facts about all activities and transactions related to this Agreement, and (ii) to promptly notify the other Party
upon discovery of any instance in which it fails to comply with this Section 13, or if it has reason to believe that any billings or reports covered by (i) above are no longer accurate and complete in any material respect. 

  
 13 









 (d) Each Party, in performing its obligations under this Agreement, shall establish and
maintain appropriate business standards, procedures and controls, including those necessary to avoid any real or apparent impropriety or adverse impact on the interests of the other Party. Each Party shall review with reasonable frequency during the
term of this Agreement such business standards and procedures including those related to the activities of its employees and agents in their relations with the other Party’s employees, agents and representatives, and other third parties.

  

	14.	NON-WAIVER: 

 (a) No waiver by
either Party hereto of any breach or default of any provision hereunder shall be deemed a waiver of any other provision hereof or a waiver of any subsequent breach or default. 
 (b) Except as specifically provided otherwise herein, no failure or delay on the part of either Party to exercise any right, power, or privilege under this Agreement and no course of dealing between the
Parties shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies herein expressly provided are not exclusive of any rights or remedies which either Party would otherwise have pursuant to law or equity unless specifically provided to the contrary herein. No notice to or demand on one Party in
any case shall entitle the other Party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the right of a Party to any other or further action in any circumstances without notice or demand.

  

	15.	ASSIGNMENT: 

 Neither Party shall
assign this Agreement or any of its rights or claims hereunder without the prior written consent of the other, except to any entity which is an Affiliate of a Party or which succeeds to all or substantially all of a Party’s assets by merger,
consolidation, reorganization or purchase. Subject to the foregoing, this Agreement shall inure to the benefit of and bind the successors and assigns of the Parties. 
  

	16.	NON-EXCLUSIVE AGREEMENT: 


Nothing herein contained shall be construed to prevent Company from engaging other contractors or other persons during the term of this
Agreement to perform the Services. 
  

	17.	NO THIRD PARTY BENEFICIARY 


Nothing contained in this Agreement shall be considered or construed as conferring any right or benefit on a Person not a Party, and
neither this Agreement nor the performance hereunder shall be deemed to have created a joint venture or partnership between the Parties. 

  
 14 










	18.	HEADINGS: 

 The headings
preceding the text of the sections and subsections hereof are inserted solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect. 

 

	19.	ENTIRE AGREEMENT: 

 This
Agreement is the entire agreement between the Parties with respect to the subject matter hereof. This Agreement supersedes any and all prior negotiations, promises, understandings, agreements, arrangements, representations, warranties, and/or
contracts of any form or nature whatsoever, whether oral or in writing, and whether explicit or implicit, which may have been entered into prior to the execution hereof between the Parties as to the subject matter hereof. 

 

	20.	SEVERABILITY: 

 If, for any
reason, any provision of this Agreement is unenforceable, the remaining provisions hereof shall nevertheless be carried into effect. 
  

	21.	AMENDMENTS: 

 No amendment,
supplement or waiver of this Agreement shall be valid unless evidenced in writing and signed by a duly authorized representative of each Party. 
  

	22.	GOVERNING LAW: 

 THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
  

	23.	DISPUTE RESOLUTION: 

 (a)
Negotiations; Arbitration. 
  

	 	(i)	 Any dispute, controversy or claim arising out of or relating to this Agreement, or the performance, breach, termination or invalidity hereof shall be
settled by arbitration in accordance with the American Arbitration Rules in effect on the date hereof. The arbitration shall be the sole and exclusive forum for resolution of the dispute, controversy or claim, and the award shall be final and
binding. Judgment thereon may be entered by any court having jurisdiction. The number of arbitrators shall be three, each of whom shall be disinterested in the dispute, controversy or claim and shall have no connection with either Party. One
arbitrator will be selected by each Party and one by mutual agreement of the first two or, if they cannot agree, by the appointing authority designated in accordance with the American Arbitration Rules. The Parties shall have thirty (30) days
to each appoint an arbitrator. If, after such 30-day period, the Parties have not made such appointment, the appointing authority shall select all 



  
 15 










	 	
three arbitrators. The Parties and the appointing authority may appoint from among the nationals of any country, whether or not a Party is a national of that country. The place of arbitration
shall be The City of Tulsa, Oklahoma. The arbitration shall be conducted in the English language and any foreign-language documents presented at such arbitration shall be accompanied by an English translation thereof. The arbitrators shall apply the
laws of the State of Oklahoma without regard to the principles of conflicts of laws. 

  

	 	(ii)	In the event that there is an existing arbitration pursuant to paragraph (i) above, and that the same or a similar dispute, controversy or claim should arise
between Persons other than the parties to the existing arbitration, the arbitrators shall have the power to allow the other Persons to be joined in the existing arbitration with their express consent, and to make a single final award determining all
disputes, controversies or claims among them. 

  

	 	(iii)	Each Party hereby submits to the jurisdiction of the United States District Court for the Northern District of Oklahoma in any action, suit or proceeding with respect
to the enforcement of the arbitration provisions of this Agreement and the jurisdiction of such court with respect to the enforcement of any award thereunder. 


 

	 	(iv)	The compensation and expenses of the arbitrators shall be borne equally by the Parties. Each Party shall bear its own costs, expenses and attorneys’ fees, provided
that, if court proceedings to stay litigation or compel arbitration are necessary, the Party who unsuccessfully opposes such proceedings shall pay all reasonable associated costs, expenses, and attorneys’ fees in connection with such court
proceedings. 

 (b) Waiver of Immunity. Each Party hereby irrevocably consents to and waives any objection
which it may now or hereafter have to the laying of venue of any proceeding relating to enforcement of the arbitration provisions, or any award thereunder brought in the courts specified, and further irrevocably waives, to the fullest extent it may
effectively do so, the defense of an inconvenient forum to the maintenance of any such proceeding in such courts. 
 (c)
Judgment Currency. The obligation of a Party in respect of any sum due from it to another Party expressed in United States Dollars, notwithstanding any judgment in a currency other than United States Dollars, shall not be discharged until the
first Business Day following receipt by such other Party of any sum adjudged to be so due in such other currency on which (and only to the extent that) such other Party may in accordance with normal banking procedures purchase United States Dollars
with such other currency. If the Dollars so purchased are less than the sum originally due to such other Party hereunder, the obligated Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such other Party
against such Dollar shortfall. If the United States Dollars so purchased are greater than the sum originally due to such other Party hereunder, such other Party agrees to the fullest extent permitted by law to pay to the obligated Party an amount
equal to the excess of the Dollars so purchased over the sum originally due to such other Party hereunder 

  
 16 










	24.	MUTUAL COOPERATION: 

 Company and
WPX will provide each other with such assistance as may reasonably be required by any of them in connection with the performance of all obligations under this Agreement. 

 

	25.	FORCE MAJEURE: 

 Neither party
hereto shall be liable in any manner for failure or delay of performance of all or part of this Agreement (other than payment obligations), directly or indirectly, owing to any acts of God, governmental orders or restrictions, strikes or other labor
disturbances, riots, embargoes, computer equipment failures, power failures, telecommunication line failures, revolutions, wars (declared or undeclared), sabotage, fires, floods, or any other causes or circumstances beyond the control of the
parties. The party, however, experiencing such delay or failure shall use reasonable efforts to give prompt notice to the other party and shall use reasonable efforts to remove the causes or circumstances of nonperformance with dispatch and or a
consistent basis. 
 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above
written. 
  

			
	APCO OIL and GAS INTERNATIONAL INC.	 	WPX ENERGY, INC.
		
	/s/ Landy L. Fullmer	 	 /s/ Rodney J. Sailor

	By: Landy L. Fullmer	 	By: Rodney J. Sailor
	Title: Chief Financial Officer	 	Title: Deputy Chief Financial Officer and Treasurer


  
 17 









 EXHIBIT “A” 

Exhibit A 

To 

ADMINISTRATIVE SERVICES AGREEMENT 
 Between 
 APCO OIL AND GAS INTERNATIONAL INC. 

And 
 WPX
ENERGY, INC. 
 Effective as of 11:59 p.m. on December 31, 2011, unless otherwise noted, the Services of the following
WPX positions (or positions of its Affiliates) shall be provided by WPX to Apco on the terms provided below: 
  

			
	Regional Vice-President — International Exploration & Production	  	80% of Salary Allocation
		
	Director of E&P International Business Development	  	90% of Salary Allocation
		
	Senior Accounting Analyst	  	80% of Salary Allocation
		
	Administrative Assistant III	  	75% of Salary Allocation
		
	Manager of International Exploration and Production	  	75% of Salary Allocation

 The terms of this Exhibit “A” may be modified by the Parties as agreed to add or remove
positions to be provided from time to time hereunder or to adjust the percentages without amending the terms and conditions of the Administrative Services Agreement.