exv10w2






Exhibit 10.2




FOURTH AMENDMENT TO AMENDED AND RESTATED

CREDIT AGREEMENT




     THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”)
dated as of October 7, 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”);



     WHEREAS, the Borrower has entered into an Asset Purchase Agreement with Marbob Energy
Corporation (“Marbob”), Pitch Energy Corporation (“Pitch”) and other affiliates of
Marbob (collectively, “Marbob Sellers” and each a “Marbob Seller”), dated as of
July 19, 2010, (as amended, supplemented or otherwise modified from time to time, the “Marbob
Purchase Agreement”), pursuant to which the Borrower will acquire from the Marbob Sellers
certain oil, gas and other properties and related interests (the “Marbob Properties”) in
exchange for cash payments of approximately $1,450,000,000 (subject to customary purchase price
adjustments), the issuance to Pitch of an unsecured promissory note of Borrower in the aggregate
principal amount of $150,000,000 and the issuance to Pitch of 1,103,752 shares of common stock, par
value $0.001 per share, of the Borrower (the “Marbob Acquisition”);



     WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders (a) amend
the Credit Agreement in certain respects, (b) agree to increase the Borrowing Base and the
Aggregate Commitment to finance a portion of the Marbob Acquisition and (c) increase the Maximum
Facility Amount; and



     WHEREAS, the Administrative Agent and the Lenders have agreed, subject to the terms and
conditions hereinafter set forth, to (a) amend the Credit Agreement in certain respects, (b)
increase the Borrowing Base and the Aggregate Commitment to finance a portion of the Marbob
Acquisition and (c) increase the Maximum Facility Amount.



     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 4, and in reliance on the representations,





 









 







warranties, covenants and agreements contained in this Amendment, the Credit Agreement shall be
amended in the manner provided in this Section 1.




     1.1 Additional Definitions. Section 1.01 of the Credit Agreement shall be and it
hereby is amended by inserting the following definitions in the appropriate alphabetical order:




     “Fourth Amendment Effective Date” means October 7, 2010.




     “Marbob Acquisition” means the acquisition by Borrower of certain oil, gas and
other properties and related interests from the Marbob Sellers pursuant to the terms of the
Marbob Acquisition Documents.




     “Marbob Acquisition Documents” means the Marbob Purchase Agreement and all
other assignments, agreements, certificates and other documents and instruments now or
hereafter executed and delivered by, between or among the Borrower and the Marbob Sellers
pursuant to the Marbob Purchase Agreement or in connection with the Marbob Acquisition.




     “Marbob Purchase Agreement” means that certain Asset Purchase Agreement by and
among the Marbob Sellers and the Borrower, dated July 19, 2010, as amended, supplemented or
otherwise modified from time to time.




     “Marbob Sellers” means, collectively, Marbob Energy Corporation, a New Mexico
corporation, Pitch Energy Corporation, a New Mexico corporation (“Pitch”),
Costaplenty Energy Corporation, a New Mexico corporation, and John R. Gray, LLC, a New
Mexico limited liability company.




     “Marbob Seller Note” means that certain unsecured promissory note of Borrower
issued to Pitch in the aggregate principal amount of $150,000,000, as in effect on the
Fourth Amendment Effective Date and as thereafter amended, renewed, extended or otherwise
modified from time to time with the consent of the Majority Lenders (except that amendments
and other modifications which do not increase the principal amount thereof, increase the
interest rate payable thereunder, add additional restrictive covenants or events of default
or shorten the maturity date shall not require the consent of the Majority Lenders).




     “Swap Modification” means the amendment, modification, cancellation,
monetization, sales, transfer, assignment, early termination or other disposition of any
Swap Contract for Crude Oil or Natural Gas upon which the Lenders relied in determining the
Borrowing Base.



     1.2 Amended Definitions. The following definitions set forth in Section 1.01 of the
Credit Agreement shall be and hereby are amended and restated as follows:




     “Defaulting Lender” means any Lender, as reasonably determined by the
Administrative Agent, that has (a) failed to fund any portion of the participations in L/C
Obligations or participations in Swing Line Loans required to be funded by it hereunder
within three Business Days of the date required to be funded by it hereunder, (b) failed to



 









 







fund any portion of the Revolving Loans required to be funded by it hereunder within
three Business Days of the date required to be funded by it hereunder, unless the subject of
a good faith dispute, (c) notified the Borrower, the Administrative Agent, the L/C Issuer,
the Swing Line Lender or any other Lender in writing that it does not intend to comply with
any of its funding obligations under this Agreement or has made a public statement to the
effect that it does not intend to comply with its funding obligations under this Agreement,
(d) otherwise failed to pay over to the Administrative Agent or any other Lender any other
amount required to be paid by it hereunder within three Business Days of the date when due,
unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has a
parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or
insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed
for it, or has taken any action in furtherance of, or indicating its consent to, approval of
or acquiescence in any such proceeding or appointment or has a parent company that has
become the subject of a bankruptcy or insolvency proceeding, or has had a receiver,
conservator, trustee or custodian appointed for it, or has taken any action in furtherance
of, or indicating its consent to, approval of or acquiescence in any such proceeding or
appointment; provided, that a Lender shall not become a Defaulting Lender solely as the
result of the acquisition or maintenance of an ownership interest in such Lender or Person
controlling such Lender or the exercise of control over a Lender or Person controlling such
Lender by a Governmental Authority or an instrumentality thereof.




     “Maximum Facility Amount” means, as of the Fourth Amendment Effective Date,
$2,000,000,000, as such amount may be adjusted from time to time thereafter in accordance
with Section 2.20.




     “Redetermination Date” means, for any Redetermination, the effective date
specified in the notice of such Redetermination provided pursuant to Section 3.04.



     1.3 Replacement of Lenders. Subsection (c) of Section 2.19 shall be and it hereby is
amended and restated as follows:




(c) If in connection with (i) any proposed amendment, modification, termination, waiver or
consent with respect to any of the provisions of this Agreement or any other Loan Document
requiring the consent of all Lenders pursuant to Section 10.01 or (ii) a proposed increase
in the Borrowing Base, for which with respect to each of the foregoing clauses (i) and (ii)
the consent of Required Lenders shall have been obtained, but the consent of one or more of
such other Lenders (each a “Non-Consenting Lender”) whose consent is required for
either clauses (i) or (ii) above has not been obtained or if any Lender is a Defaulting
Lender; then, the Borrower may, at its sole cost and expense, elect to replace such
Non-Consenting Lender or Defaulting Lender, as the case may be, as a Lender party to this
Agreement in accordance with and subject to the restrictions contained in, and consents
required by Section 10.06 (with the Borrower paying any applicable processing and
recordation fees); provided that such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans and participations in L/C
Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the assignee (to the extent of such outstanding



 









 







principal and accrued interest and fees) or the Borrower (in the case of all other amounts).
A Lender shall not be required to make any such assignment and delegation if, prior
thereto, as a result of such Lender becoming a party to any such amendment, modification,
termination, increase, waiver or consent or otherwise, the circumstances entitling the
Borrower to require such assignment and delegation cease to apply or, in the case of a
Defaulting Lender, such Lender is no longer a Defaulting Lender.



     1.4 Increases in Commitments and Maximum Facility Amount. The first sentence of Section
2.20 of the Credit Agreement shall be and it hereby is amended and restated as follows:




If (a) no Default or Event of Default exists as of the date of such increase or would be
caused by such increase and (b) the Borrower shall concurrently pay any additional upfront
fee required as a result of such increase, the Borrower may, at any time and from time to
time, increase the Maximum Facility Amount to an amount not to exceed $2,300,000,000 by
providing written notice of such increase to the Administrative Agent.



     1.5 Senior Notes Adjustment. Section 3.05 of the Credit Agreement shall be and it
hereby is amended and restated 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 after the first Scheduled
Redetermination of the Borrowing Base after the Fourth Amendment Effective Date, 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; provided that no
such adjustment shall be required with respect to any Permitted Refinancing of any 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.



     1.6 Quarterly Financial Statements. Clause (b) of Section 6.01 of the Credit Agreement
shall be and it hereby is amended and restated as follows:




(b) as soon as available, but in any event within 45 days (or, with respect to the fiscal
quarter ending on or about September 30, 2010, 75 days) after the end of each of the first
three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal
quarter ended June 30, 2008) the unaudited consolidated balance sheet of the Borrower and
its Subsidiaries as at the end of such fiscal quarter, the related unaudited consolidated
statement of income or operations, and the unaudited consolidated statement consolidated
shareholders’ equity and cash flows for such fiscal quarter and for the portion of the
Borrower’s fiscal year then ended, setting forth in each case in



 









 







comparative form the figures for the corresponding fiscal quarter of the previous fiscal
year and the corresponding portion of the previous fiscal year, all in reasonable detail,
such consolidated financial statements certified by a Responsible Officer of the Borrower as
fairly presenting the financial condition, results of operations, shareholders’ equity and
cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to
normal year-end audit adjustments and the absence of footnotes; and



     1.7 Indebtedness. Clause (f) of Section 7.03 of the Credit Agreement shall be and it
hereby is amended and restated 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 $800,000,000 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 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.



     1.8 Marbob Seller Note. Section 7.03 of the Credit Agreement shall be and it hereby is
amended by (a) deleting the “and” at the end of clause (e) thereof, (b) deleting the period at the
end of clause (f) thereof and substituting in lieu thereof the phrase “; and” and (c) adding a new
clause (g) to the end thereof to read as follows:




     (g) Indebtedness under the Marbob Seller Note in an aggregate principal amount not to
exceed $150,000,000 at any time outstanding.



     1.9 Dispositions and Swap Modifications. The initial phrase of Section 7.05 and
clauses (a), (b) and (c) of Section 7.05 of the Credit Agreement shall be and they hereby
are amended and restated as follows:




7.05 Dispositions. Make any Disposition or Swap Modification or enter into any
agreement to make any Disposition or Swap Modification, except:




     (a) Dispositions permitted by Section 7.04;




     (b) Dispositions of Borrowing Base Properties and Swap Modifications made between
Scheduled Redeterminations, provided that the present value of such Dispositions discounted
at 10%, as determined in the most recent Engineering Report,



 









 







plus the economic effect (as determined by the Administrative Agent) of such Swap
Modifications on the Borrowing Base most recently determined do not exceed, in the aggregate
for the Borrower and its Restricted Subsidiaries taken as a whole, 5% of the Borrowing Base
most recently determined;




     (c) Subject to Section 2.11(b), any other Disposition of Borrowing Base Properties or
Swap Modifications, provided that:




     (i) at the option of the Required Lenders, (a) Administrative Agent shall
reduce the Borrowing Base by the Engineered Value attributed by Required Lenders to
such Borrowing Base Properties at the time of the last Borrowing Base
Redetermination and the economic effect of such Swap Modifications, as the case may
be, or (b) the Lenders shall have made a Redetermination of the Borrowing Base
taking such Disposition and Swap Modifications into account; in either case, such
reduction or Redetermination shall be effective upon the consummation of such
Disposition or the effective date of such Swap Modifications, as applicable; or




     (ii) the Borrower shall have, (a) with respect to such Disposition of Borrowing
Base Properties, submitted to the Administrative Agent and the Required Lenders for
inclusion in the Borrowing Base replacement properties which are acceptable to
Required Lenders using the evaluation parameters utilized by the Lenders for
Redeterminations of the Borrowing Base and Conforming Borrowing Base pursuant to
Section 3.02 or (b) with respect to such Swap Modifications, entered into additional
Swap Contracts for notional volumes and on terms and conditions satisfactory to the
Required Lenders to compensate for the economic effect of such Swap Modifications.



     1.10 Burdensome Agreements. Section 7.09 of the Credit Agreement shall be and
it hereby is amended and restated as follows:




     7.09 Burdensome Agreements. Enter into any Contractual Obligation (other than
this Agreement or any other Loan Document) that, whether expressly or in effect, (a) limits
the ability (i) of any Restricted Subsidiary to make Restricted Payments to the Borrower or
any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, (ii) of
any Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the
Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens in
favor of the Administrative Agent or the Lenders on property of such Person; provided,
however, that this clause (iii) shall not prohibit any negative pledge created, incurred or
provided (A) in favor of any holder of Indebtedness permitted under Section 7.03
solely to the extent any such negative pledge relates to the property financed by or the
subject of such Indebtedness and/or the proceeds thereof or (B) with respect to oil and gas
properties and reserves that are not Borrowing Base Properties and are not included in the
most recent Engineering Report delivered pursuant to Section 3.01; or (b) requires
the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure
another obligation of such Person.



 









 





     1.11 Restrictions on Senior Notes and Marbob Seller Note. Section 7.15 of the Credit
Agreement shall be and it hereby is amended and restated as follows:




     7.15 Restrictions on Senior Notes and Marbob Seller Note. The Borrower will
not, nor will it permit any Restricted Subsidiary to, (a) except as otherwise provided in
the second sentence of this Section 7.15 or with the proceeds of a Permitted Refinancing,
voluntarily retire, redeem, defease, repurchase or prepay prior to the scheduled due date
thereof any part of the principal of, or interest on, the Senior Notes or the Marbob Seller
Note, or (b) enter into or permit any modification or amendment of, or waive any material
right or obligation of any Person under the indenture and related documents evidencing the
Senior Notes (as amended, modified, supplemented or restated from time to time in accordance
with this Agreement, the “Senior Notes Documents”) if the effect of any such
modification or amendment is to (i) increase the maximum principal amount of the
Indebtedness evidenced by the Senior Notes Documents to an amount in excess of the amount
permitted under Section 7.03(f) or the rate of interest on any such Indebtedness to a rate
in excess of the rate permitted under Section 7.03(f) (other than as a result of the
imposition of a default rate of interest in accordance with the terms of the Senior Notes
Documents), (ii) change or modify any event of default or any covenant with respect to the
Indebtedness evidenced by the Senior Note Documents if the effect of such change or
modification is to cause any one or more of the Senior Notes Documents, taken as a whole, to
be materially more restrictive on any Loan Party than such Senior Notes Documents were prior
to such change or addition, (iii) change (to an earlier date) the scheduled dates upon which
payments of principal or interest on the Indebtedness evidenced by the Senior Notes
Documents are due, (iv) change any redemption or prepayment provisions of the Indebtedness
evidenced by the Senior Notes Documents, or (v) grant any Liens in any assets or properties
of any Loan Party to secure any of the Indebtedness or other obligations evidenced by the
Senior Notes Documents. Notwithstanding the foregoing, so long as no Default or Borrowing
Base Deficiency shall have occurred and be continuing or would result from the making of
such payment or remittance, the Borrower may voluntarily retire, redeem, defease, repurchase
or prepay the Indebtedness evidenced by the Senior Notes Documents and the Marbob Seller
Note (x) on or within five (5) Business Days following the receipt thereof, with the
proceeds of cash equity contributions received by the Borrower in exchange for common stock,
(y) with the Net Cash Proceeds from Dispositions permitted under Section 7.05(c) subject to
the Borrower’s compliance with Section 2.11(b) prior to making such payment or remittance
and (z) at any other time if immediately before and after giving effect to such payment or
remittance, Borrowing Base Usage is less than ninety percent (90%).



     1.12 Amendments, Waivers and Consents. The last sentence of Section 10.01 of the
Credit Agreement shall be and it hereby is amended and restated as follows:




     Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any
right to approve or disapprove any amendment, waiver or consent hereunder, except that (i)
any amendment, waiver or consent requiring the consent of each Lender affected thereby
(other than any increases in the Borrowing Base or the Maximum Facility Amount) shall
require the consent of such Defaulting Lender, (ii) any amendment,



 









 







waiver or consent requiring the consent of each affected Lender which affects such
Defaulting Lender differently than other affected Lenders shall require the consent of such
Defaulting Lender, and (iii) the Commitment of such Defaulting Lender may not be increased
or extended without the consent of such Defaulting Lender.



     1.13 Schedule 2.01. Schedule 2.01 attached to the Credit Agreement immediately prior
to this Amendment becoming effective shall be and it hereby is replaced in its entirety by
Schedule 2.01 attached hereto.


SECTION 2. Redetermined Borrowing Base. This Amendment shall constitute notice of the
Redetermination of the Borrowing Base pursuant to Section 3.03 of the Credit Agreement
(provided that the Borrower and the Lenders shall each retain the number of Special
Redeterminations specified in Section 3.03 after giving effect to this Section 2),
and the Administrative Agent, the Lenders and the Borrower hereby acknowledge that as of the date
hereof, the Borrowing Base is $2,000,000,000, until the next Redetermination of the Borrowing Base.
Notwithstanding anything to the contrary herein or in the Credit Agreement, no Scheduled
Redetermination of the Borrowing Base will be made prior to the Scheduled Redetermination to be
made based on the Annual Engineering Report and other information and reports required to be
delivered no later than April 1, 2011 pursuant to Section 3.01 of the Credit Agreement.



SECTION 3. New Lenders and Reallocation of Commitments and Loans. The Lenders have agreed among
themselves to reallocate their respective Commitments and to, among other things, allow certain
financial institutions identified by J.P. Morgan Securities, Inc., and Banc of America Securities
LLC in their respective capacities as Arrangers, in consultation with the Borrower, to become a
party to the Credit Agreement as a Lender (each, a “New Lender”) by acquiring an interest
in the Aggregate Commitment and Administrative Agent and the Borrower hereby consent to such
reallocation and each New Lender’s acquisition of an interest in the Aggregate Commitment. On the
date this Amendment becomes effective and after giving effect to such reallocation of the Aggregate
Commitment, the Commitment and Applicable Percentage of each Lender shall be as set forth on
Schedule 2.01 of this Amendment. With respect to such reallocation, (i) each New Lender
shall be deemed to have acquired the Commitment allocated to it from each of the other Lenders and
such acquisition and the reallocation of the Aggregate Commitment among the Lenders shall be deemed
to have been consummated pursuant to the terms of the Assignment and Assumption attached as
Exhibit C to the Credit Agreement as if such New Lender and the other Lenders had executed
an Assignment and Assumption with respect to such reallocation, (ii) each New Lender shall fund its
Applicable Percentage of any outstanding Revolving Loans to the Administrative Agent, and (iii)
each Lender (other than the New Lenders) shall fund its portion of the increase in the Revolving
Loans, as determined by the Administrative Agent, to the Administrative Agent such that, after
giving effect thereto, the principal amount of each Lender’s outstanding Revolving Loans shall be
and be deemed to be equal to its Applicable Percentage of the aggregate outstanding principal
amount of all Revolving Loans. The Borrower and Administrative Agent hereby consent to such
assignment to the New Lenders. 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 3. 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 addition and reallocation contemplated by this Section 3.



SECTION 4. Conditions. The amendments to the Credit Agreement set forth in Section 1 of
this Amendment, the redetermination of the Borrowing Base set forth in Section 2 of this
Amendment and the additions, reallocations and assignments contained in Section 3 of this
Amendment shall be effective upon the satisfaction of each of the conditions set forth in this
Section 4.




     4.1 Execution and Delivery. Each Loan Party and the Lenders shall have executed and delivered
this Amendment and any other documents requested by the Administrative Agent prior to the date
hereof, all in form and substance satisfactory to the Administrative Agent.



     4.2 Officer’s Certificates. Delivery to the Administrative Agent of a certificate signed by a
Responsible Officer of the Borrower certifying that (a) the conditions specified in Sections
4.3, 4.4 and 4.9 have been satisfied and (b) contemporaneously with this
Amendment and in accordance with applicable law, the Marbob Acquisition shall have been consummated
by Borrower without waiver or amendment of any material term or condition of the Marbob Purchase
Agreement not otherwise consented to by the Administrative Agent. Delivery to the Administrative
Agent of a certificate signed by a Chief Financial Officer certifying that each Loan Party is
solvent after giving effect to this Amendment and the consummation of the Marbob Acquisition.



     4.3 Liquidity Requirement. After giving effect to the consummation of the Marbob Acquisition
and this Amendment, the sum of (i) unrestricted cash of the Loan Parties plus (ii) the
difference between (a) the Borrowing Base and (b) the outstanding Revolving Credit Loans and
Letters of Credit under the Revolving Facility, on a pro forma basis, is equal to or greater than
$125,000,000.



     4.4 Marbob Acquisition Approvals. The Borrower shall have obtained, on satisfactory terms, all
approvals required from any Governmental Authority and all other third party approvals, in each
case that are necessary or advisable in connection with the consummation of the Marbob Acquisition.
There shall not exist any action, investigation, litigation or proceeding pending or threatened in
any court or before any arbitrator or governmental authority that could reasonably be expected to
have a material adverse effect on the Borrower, the Marbob Acquisition or the Marbob Properties,
the financing thereof or any of the other transactions contemplated hereby.



     4.5 Financial Statements. The Lenders shall have received (i) audited consolidated financial
statements of Borrower for the 12-month period ending December 31, 2009, (ii) unaudited
consolidated financial statements of Borrower for the 6-month period ending June 30, 2010, (iii)
unaudited consolidated tax basis financial statements for each Seller that owns or holds oil and
gas properties or midstream assets for the twelve month periods ending December 31, 2008 and
December 31, 2009 and for the five-month period ending May 31, 2010, (iv) financial projection data
through 2012 for Borrower after giving effect to the Marbob



 









 




Acquisition and the financings contemplated hereby, (v) an engineering report prepared by the
Borrower, dated as of June 30, 2010, covering oil and gas reserves attributable to the Borrowing
Base Properties to be evaluated by the Lenders, including a calculation of PV 10 Value and (vi) a
schedule of all Swap Contracts in effect as of the date hereof.




     4.6 Pro Forma Balance Sheet. The Lenders shall have received an unaudited pro forma
consolidated balance sheet of the Borrower as at the date of the most recent quarterly balance
sheet delivered pursuant to clause (ii) of Section 4.5 of this Amendment, adjusted to give
effect to the consummation of the Marbob Acquisition and the financings contemplated hereby as if
such transactions had occurred on such date, and prepared consistent in all material respects with
information previously provided by Borrower (it being understood that such unaudited pro forma
consolidated balance sheet may not be in compliance with GAAP).



     4.7 Legal Opinions. The Lenders shall have received a favorable opinion of Vinson & Elkins
LLP, as counsel to the Loan Parties, addressed to the Administrative Agent, the L/C Issuer and each
Lender, as to such matters concerning the Loan Parties, this Amendment and the Loan Documents as
the Administrative Agent may reasonably request.



     4.8 Fees and Expenses. Borrower shall have paid (or contemporaneously with this Amendment
becoming effective, will pay) to the Administrative Agent, for the benefit of the Lenders, and to
the Arrangers the amounts separately agreed upon among the Borrower, the Arrangers and the
Administrative Agent and all reasonable invoiced fees and expenses required to be paid on or before
the effectiveness of this Amendment.



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



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


SECTION 5. Representations and Warranties of the Borrower. To induce the Lenders to enter
into this Amendment, the Borrower hereby represents and warrants to the Lenders as follows:




     5.1 Reaffirmation of Representations and Warranties/Further Assurances. After giving effect
to the amendments contained herein, each representation and warranty of the Borrower or any
Guarantor contained in the Credit Agreement or in any other Loan Document is true and correct in
all material respects on the date of this Amendment (except to the extent such representations and
warranties relate solely to an earlier date).



     5.2 Corporate Authority; No Conflicts. The execution, delivery and performance by the
Borrower and each Guarantor (to the extent a party hereto or thereto) of this Amendment and all
documents, instruments and agreements contemplated herein are within the Borrower’s or such
Guarantor’s corporate or other organizational powers, have been duly authorized by necessary
action, require no approval, consent or action by or in respect of, or filing with, any court or
agency of government.



 









 





     5.3 Enforceability. This Amendment constitutes the valid and binding obligation of the
Borrower enforceable in accordance with its terms, except as (i) the enforceability thereof may be
limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (ii)
the availability of equitable remedies may be limited by equitable principles of general
application.



SECTION 6. Miscellaneous.




     6.1 Reaffirmation of Loan Documents and Liens. Any and all of the terms and provisions of the
Credit Agreement and the Loan Documents shall, except as amended and modified hereby, remain in
full force and effect. The Borrower hereby agrees that the amendments and modifications herein
contained shall not impair its liabilities, duties and obligations under the Credit Agreement and
the other Loan Documents to which it is a party or, except as expressly provided herein, 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.



     6.2 Parties in Interest. All of the terms and provisions of this Amendment shall bind and
inure to the benefit of the parties hereto and their respective successors and assigns.



     6.3 Legal Expenses. The Borrower hereby agrees to pay all reasonable fees and expenses of
special counsel to the Administrative Agent incurred by the Administrative Agent in connection with
the preparation, negotiation and execution of this Amendment and all related documents.



     6.4 Counterparts. This Amendment may be executed in one or more counterparts and by different
parties hereto in separate counterparts each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall constitute but one and the same
instrument; signature pages may be detached from multiple separate counterparts and attached to a
single counterpart so that all signature pages are physically attached to the same document.
However, this Amendment shall bind no party until the Borrower, the Lenders, and the Administrative
Agent have executed a counterpart. Delivery of photocopies of the signature pages to this
Amendment by facsimile or electronic mail shall be effective as delivery of manually executed
counterparts of this Amendment.



     6.5 Complete Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF



 









 




PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.




     6.6 Headings. The headings, captions and arrangements used in this Amendment are, unless
specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the
terms of this Amendment, nor affect the meaning thereof.



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



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





 









 








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



	 	 	 	 	 
	 	BORROWER:



CONCHO RESOURCES INC.,
a Delaware corporation

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



Signature Page





 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

 	 
	 	By:  	/s/ Mark E. Olson
 	 
	 	 	Mark E. Olson 	 
	 	 	Vice President 	 
	 
	 	JPMORGAN CHASE BANK, N.A.,

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

 	 
	 	By:  	/s/ Mark E. Olson
 	 
	 	 	Mark E. Olson 	 
	 	 	Vice President 	 
	 



Signature Page





 









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as Syndication Agent and a Lender

 	 
	 	By:  	/s/ Jeffrey H. Rathkamp
 	 
	 	Name:  	Jeffrey H. Rathkamp 	 
	 	Title:  	Managing Director 	 
	 



Signature Page








 









 








	 	 	 	 	 
	 	BNP PARIBAS,

as a Co-Documentation Agent and a Lender

 	 
	 	By:  	/s/ Betsy Jocher
 	 
	 	Name:  	Betsy Jocher 	 
	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	     /s/ David Dodd
 	 
	 	Name:  	David Dodd 	 
	 	Title:  	Managing Director 	 
	 



Signature Page





 









 





	 	 	 	 	 
	 	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, f/k/a CALYON (NEW YORK BRANCH),

as a Co-Documentation Agent and a Lender

 	 
	 	By:  	/s/ Tom Byargeon
 	 
	 	Name:  	Tom Byargeon 	 
	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                     /s/ Sharada Manne
 	 
	 	Name:  	Sharada Manne 	 
	 	Title:  	Director 	 
	 



Signature Page





 









 





	 	 	 	 	 
	 	ING CAPITAL LLC,

as a Co-Documentation Agent and a Lender

 	 
	 	By:  	/s/ Charles E. Hall
 	 
	 	Name:  	Charles E. Hall 	 
	 	Title:  	Managing Director 	 
	 



Signature Page





 









 





	 	 	 	 	 
	 	SCOTIABANC INC.,

as a Lender

 	 
	 	By:  	/s/ J.F. Todd
 	 
	 	Name:  	J.F. Todd 	 
	 	Title:  	Managing Director 	 
	 



Signature Page





 









 





	 	 	 	 	 
	 	UNION BANK, N.A.,

as a Lender

 	 
	 	By:  	/s/ Alison Fuqua
 	 
	 	Name:  	Alison Fuqua 	 
	 	Title:  	Assistant Vice President 	 
	 



Signature Page





 









 





	 	 	 	 	 
	 	BANK OF SCOTLAND plc,

as a Lender

 	 
	 	By:  	/s/ Julia R. Franklin
 	 
	 	Name:  	Julia R. Franklin 	 
	 	Title:  	Assistant Vice President 	 
	 



Signature Page





 









 





	 	 	 	 	 
	 	COMPASS BANK,

as a Lender

 	 
	 	By:  	/s/ Kathleen J. Brown
 	 
	 	Name:  	Kathleen J. Brown 	 
	 	Title:  	Senior Vice President 	 
	 



Signature Page





 









 





	 	 	 	 	 
	 	KEY BANK NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/ Todd Coker
 	 
	 	Name:  	Todd Coker 	 
	 	Title:  	Vice President 	 
	 



Signature Page





 









 





	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/ Bruce E. Hernandez
 	 
	 	Name:  	Bruce E. Hernandez 	 
	 	Title:  	Vice President 	 
	 



Signature Page





 











 





	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.,

as a Lender

 	 
	 	By:  	/s/ Thomas E. Stelmar, Jr.
 	 
	 	Name:  	Thomas E. Stelmar, Jr. 	 
	 	Title:  	AVP / Portfolio Manager 	 
	 



 Signature Page






 









 








	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION,

as a Lender

 	 
	 	By:  	/s/ William M. Ginn
 	 
	 	Name:  	William M. Ginn 	 
	 	Title:  	General Manager 	 
	 



 Signature Page



 









 





	 	 	 	 	 
	 	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 	 
	 



 Signature Page



 









 





	 	 	 	 	 
	 	SUNTRUST BANK,

as a Lender

 	 
	 	By:  	/s/ Greg Magnuson
 	 
	 	Name:  	Greg Magnuson 	 
	 	Title:  	Vice President 	 
	 


Signature Page




 









 





	 	 	 	 	 
	 	STERLING BANK,

as a Lender

 	 
	 	By:  	/s/ Jeff Forbis
 	 
	 	Name:  	Jeff Forbis 	 
	 	Title:  	Senior Vice President 	 
	 



 Signature Page



 









 





	 	 	 	 	 
	 	BANK OF TEXAS, N.A.,

as a Lender

 	 
	 	By:  	/s/ Matthew Chase
 	 
	 	Name:  	Matthew Chase 	 
	 	Title:  	Vice President 	 
	 



 Signature Page



 









 





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

a Lender

 	 
	 	By:  	/s/ Gary T. Brednich
 	 
	 	Name:  	Gary T. Brednich 	 
	 	Title:  	Vice President 	 
	 



 Signature Page



 









 





	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,

as a Lender

 	 
	 	By:  	/s/ Evelyn Thierry
 	 
	 	Name:  	Evelyn Thierry 	 
	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	 /s/ Erin Morrissey
 	 
	 	Name:  	Erin Morrissey 	 
	 	Title:  	Vice President 	 
	 



 Signature Page



 









 





	 	 	 	 	 
	 	THE FROST NATIONAL BANK,

as a Lender

 	 
	 	By:  	/s/ Alex Zemkoski
 	 
	 	Name:  	Alex Zemkoski 	 
	 	Title:  	Vice President 	 
	 



 Signature Page



 









 





	 	 	 	 	 
	 	BANK OF MONTREAL,

as a New Lender

 	 
	 	By:  	/s/ Gumaro Tijerina
 	 
	 	Name:  	Gumaro Tijerina 	 
	 	Title:  	Director 	 
	 



 Signature Page



 









 





	 	 	 	 	 
	 	BARCLAYS BANK PLC,

as a New Lender

 	 
	 	By:  	/s/ Ann E. Sutton
 	 
	 	Name:  	Ann E. Sutton 	 
	 	Title:  	Director 	 
	 



 Signature Page



 









 





	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND plc,

as a New Lender

 	 
	 	By:  	/s/ David Slye
 	 
	 	Name:  	David Slye 	 
	 	Title:  	Director 	 
	 



 Signature Page



 









 





	 	 	 	 	 
	 	UBS LOAN FINANCE LLC,

as a New Lender

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



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



 Signature Page



 









 





	 	 	 	 	 
	 	CAPITAL ONE, N.A.,

as a New Lender

 	 
	 	By:  	/s/ Scott L. Joyce
 	 
	 	Name:  	Scott L. Joyce 	 
	 	Title:  	Senior Vice President 	 
	 



 Signature Page



 









 





	 	 	 	 	 
	 	CIBC, INC.,

as a New Lender

 	 
	 	By:  	/s/ Robert Casey
 	 
	 	Name:  	Robert Casey 	 
	 	Title:  	Authorized Signatory 	 
	 


Signature Page




 









 





	 	 	 	 	 
	 	COMERICA BANK,

as a New Lender

 	 
	 	By:  	/s/ James A. Morgan
 	 
	 	Name:  	James A. Morgan 	 
	 	Title:  	Vice President 	 
	 



 Signature Page



 









 





	 	 	 	 	 
	 	GOLDMAN SACHS BANK USA,

as a New Lender

 	 
	 	By:  	/s/ Rebecca Kratz
 	 
	 	Name:  	Rebecca Kratz 	 
	 	Title:  	Authorized Signatory 	 
	 



 Signature Page



 









 





	 	 	 	 	 
	 	REGIONS BANK,

as a New Lender

 	 
	 	By:  	/s/ Kelly L. Elmore III
 	 
	 	Name:  	Kelly L. Elmore III 	 
	 	Title:  	Senior Vice President 	 
	 



 Signature Page



 









 





	 	 	 	 	 
	 	ROYAL BANK OF CANADA,

as a New Lender

 	 
	 	By:  	/s/ Don J. McKinnernery
 	 
	 	Name:  	Don J. McKinnerney 	 
	 	Title:  	Authorized Signatory 	 
	 


Signature Page




 









 





	 	 	 	 	 
	 	SOCIETE GENERALE,

as a New Lender

 	 
	 	By:  	/s/ Scott A. Mackey
 	 
	 	Name:  	Scott A. Mackey 	 
	 	Title:  	Director 	 
	 



 Signature Page



 









 





	 	 	 	 	 
	 	ALLIED IRISH BANKS PLC,

as a New Lender

 	 
	 	By:  	/s/ Edward Fenk
 	 
	 	Name:  	Edward Fenk 	 
	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	      /s/ James Giordano
 	 
	 	Name:  	James Giordano 	 
	 	Title:  	Assistant Vice President 	 
	 



 Signature Page



 









 





	 	 	 	 	 
	 	AMEGY BANK, N.A.,

as a New Lender

 	 
	 	By:  	/s/ David T. Helffrich, III
 	 
	 	Name:  	David T. Helffrich, III 	 
	 	Title:  	Assistant Vice President 	 
	 



 Signature Page



 









 





	 	 	 	 	 
	 	CREDIT SUISSE AG,

as a New Lender

 	 
	 	By:  	/s/ Mikhail Faybusovich
 	 
	 	Name:  	Mikhail Faybusovich 	 
	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                 /s/ Rahul Parmar
 	 
	 	Name:  	Rahul Parmar 	 
	 	Title:  	Associate 	 


 Signature Page



 









 






	 	 	 	 	 



CONSENT AND REAFFIRMATION





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



     IN WITNESS WHEREOF, the undersigned has executed this Consent and Reaffirmation on and as of
the date of this Fourth Amendment.



	 	 	 	 	 
	 	GUARANTORS:



COG OPERATING LLC,

a Delaware limited liability company

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



	 	 	 	 	 
	 	COG REALTY LLC,

a Texas limited liability company

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



Consent and Reaffirmation






 









 








	 	 	 	 	 
	 	CONCHO ENERGY SERVICES LLC,

a Texas limited liability company

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



	 	 	 	 	 
	 	QUAIL RANCH LLC,

a Texas limited liability company

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



 Consent and Reaffirmation



 









 





SCHEDULE 2.01




COMMITMENTS

AND APPLICABLE PERCENTAGES




	 	 	 	 	 	 	 	 	 
	Lender	 	Commitment1	 	Applicable Percentage
	JPMorgan Chase Bank, N.A.
	 	$	118,500,000	 	 	 	5.9250000	%
	Bank of America, N.A.
	 	$	118,500,000	 	 	 	5.9250000	%
	BNP Paribas
	 	$	118,250,000	 	 	 	5.9130000	%
	Credit Agricole Corporate and
Investment Bank, f/k/a Calyon (New
York Branch)
	 	$	118,250,000	 	 	 	5.9130000	%
	ING Capital LLC
	 	$	118,250,000	 	 	 	5.9130000	%
	Wells Fargo Bank
	 	$	118,250,000	 	 	 	5.9130000	%
	Scotiabanc Inc.
	 	$	75,000,000	 	 	 	3.7500000	%
	Union Bank, N.A.
	 	$	75,000,000	 	 	 	3.7500000	%
	Bank of Scotland
	 	$	75,000,000	 	 	 	3.7500000	%
	U.S. Bank National Association
	 	$	75,000,000	 	 	 	3.7500000	%
	Sumitomo Mitsui Banking Corporation
	 	$	75,000,000	 	 	 	3.7500000	%
	Natixis
	 	$	75,000,000	 	 	 	3.7500000	%
	Compass Bank
	 	$	75,000,000	 	 	 	3.7500000	%
	Key Bank National Association
	 	$	60,000,000	 	 	 	3.0000000	%
	Suntrust Bank
	 	$	60,000,000	 	 	 	3.0000000	%
	Deutsche Bank Trust Company Americas
	 	$	60,000,000	 	 	 	3.0000000	%
	Bank of Montreal
	 	$	52,000,000	 	 	 	2.6000000	%
	Barclays Bank PLC
	 	$	52,000,000	 	 	 	2.6000000	%
	The Royal Bank of Scotland plc
	 	$	52,000,000	 	 	 	2.6000000	%
	UBS Loan Finance LLC
	 	$	52,000,000	 	 	 	2.6000000	%
	Capital One, N.A.
	 	$	43,500,000	 	 	 	2.1750000	%
	CIBC Inc.
	 	$	43,500,000	 	 	 	2.1750000	%
	Citibank, N.A.
	 	$	35,000,000	 	 	 	1.7500000	%
	The Frost National Bank
	 	$	35,000,000	 	 	 	1.7500000	%
	Sterling Bank
	 	$	35,000,000	 	 	 	1.7500000	%
	Bank of Texas, N.A.
	 	$	30,000,000	 	 	 	1.5000000	%
	Comerica Bank
	 	$	25,000,000	 	 	 	1.2500000	%
	Goldman Sachs Bank USA
	 	$	25,000,000	 	 	 	1.2500000	%
	Regions Bank
	 	$	25,000,000	 	 	 	1.2500000	%
	Royal Bank of Canada
	 	$	25,000,000	 	 	 	1.2500000	%
	Societe Generale
	 	$	25,000,000	 	 	 	1.2500000	%
	Allied Irish Banks Plc
	 	$	10,000,000	 	 	 	0.5000000	%
	Amegy Bank, N.A.
	 	$	10,000,000	 	 	 	0.5000000	%
	Credit Suisse AG
	 	$	10,000,000	 	 	 	0.5000000	%
	 
	 	 	 	 	 	 	 	 
	Total
	 	$	2,000,000,000	 	 	 	100.0000000	%








 




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