exv10w3







Execution Copy




 





CREDIT AGREEMENT




dated as of



June 3, 2011



among



WPX ENERGY, INC.,



as Borrower



The Lenders Party Hereto



and



CITIBANK, N.A.,



as Administrative Agent and Swingline Lender



 




CITIGROUP GLOBAL MARKETS INC.

BARCLAYS CAPITAL, the investment banking division of BARCLAYS BANK PLC,

J.P. MORGAN SECURITIES LLC

and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as Joint Lead Arrangers and Joint Bookrunners




BANK OF AMERICA, N.A.

BARCLAYS CAPITAL, the investment banking division of BARCLAYS BANK PLC,

and

J.P. MORGAN SECURITIES LLC,

as Co-Syndication Agents




BNP PARIBAS,

as Documentation Agent

5-Year $1,500,000,000 Senior Unsecured Revolving Credit Facility



 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	 	 	1	 
	 
	 	 	 	 
	Section 1.01 Defined Terms
	 	 	1	 
	 
	 	 	 	 
	Section 1.02 Classification of Loans and Borrowings
	 	 	21	 
	 
	 	 	 	 
	Section 1.03 Terms Generally
	 	 	21	 
	 
	 	 	 	 
	Section 1.04 Accounting Terms; GAAP
	 	 	22	 
	 
	 	 	 	 
	ARTICLE II THE CREDITS
	 	 	22	 
	 
	 	 	 	 
	Section 2.01 Commitments
	 	 	22	 
	 
	 	 	 	 
	Section 2.02 Revolving Loans and Borrowings
	 	 	23	 
	 
	 	 	 	 
	Section 2.03 Requests for Borrowings
	 	 	24	 
	 
	 	 	 	 
	Section 2.04 [Reserved]
	 	 	24	 
	 
	 	 	 	 
	Section 2.05 Swingline Loans
	 	 	24	 
	 
	 	 	 	 
	Section 2.06 Letters of Credit
	 	 	26	 
	 
	 	 	 	 
	Section 2.07 Funding of Borrowings
	 	 	31	 
	 
	 	 	 	 
	Section 2.08 Interest Elections
	 	 	31	 
	 
	 	 	 	 
	Section 2.09 Termination and Reduction of Commitments
	 	 	32	 
	 
	 	 	 	 
	Section 2.10 Repayment of Loans; Evidence of Debt
	 	 	33	 
	 
	 	 	 	 
	Section 2.11 Prepayment of Loans
	 	 	34	 
	 
	 	 	 	 
	Section 2.12 Fees
	 	 	34	 
	 
	 	 	 	 
	Section 2.13 Interest
	 	 	36	 
	 
	 	 	 	 
	Section 2.14 Alternate Rate of Interest
	 	 	37	 
	 
	 	 	 	 
	Section 2.15 Increased Costs
	 	 	37	 
	 
	 	 	 	 
	Section 2.16 Break Funding Payments
	 	 	38	 
	 
	 	 	 	 
	Section 2.17 Taxes
	 	 	39	 
	 
	 	 	 	 
	Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs
	 	 	41	 
	 
	 	 	 	 
	Section 2.19 Mitigation Obligations; Replacement of Lenders
	 	 	42	 
	 
	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES
	 	 	43	 
	 
	 	 	 	 
	Section 3.01 Organization; Powers
	 	 	43	 
	 
	 	 	 	 
	Section 3.02 Authorization; Enforceability
	 	 	43	 
	 
	 	 	 	 
	Section 3.03 Governmental Approvals; No Conflicts
	 	 	43	 
	 
	 	 	 	 
	Section 3.04 Financial Condition
	 	 	44	 
	 
	 	 	 	 
	Section 3.05 Properties
	 	 	44	 
	 
	 	 	 	 
	Section 3.06 Litigation
	 	 	44	 






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TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	Section 3.07 Environmental Matters
	 	 	44	 
	 
	 	 	 	 
	Section 3.08 Disclosure
	 	 	44	 
	 
	 	 	 	 
	Section 3.09 Solvency
	 	 	45	 
	 
	 	 	 	 
	Section 3.10 ERISA
	 	 	45	 
	 
	 	 	 	 
	Section 3.11 Investment Company Status
	 	 	45	 
	 
	 	 	 	 
	Section 3.12 Margin Securities
	 	 	45	 
	 
	 	 	 	 
	ARTICLE IV CONDITIONS
	 	 	45	 
	 
	 	 	 	 
	Section 4.01 Effective Date
	 	 	45	 
	 
	 	 	 	 
	Section 4.02 Each Credit Event
	 	 	46	 
	 
	 	 	 	 
	Section 4.03 Defaulting Lenders
	 	 	47	 
	 
	 	 	 	 
	ARTICLE V AFFIRMATIVE COVENANTS
	 	 	48	 
	 
	 	 	 	 
	Section 5.01 Financial Statements and Other Information
	 	 	48	 
	 
	 	 	 	 
	Section 5.02 Notices of Material Events
	 	 	49	 
	 
	 	 	 	 
	Section 5.03 Existence; Conduct of Business
	 	 	50	 
	 
	 	 	 	 
	Section 5.04 Payment of Obligations
	 	 	50	 
	 
	 	 	 	 
	Section 5.05 Maintenance of Properties; Insurance
	 	 	50	 
	 
	 	 	 	 
	Section 5.06 Books and Records; Inspection Rights
	 	 	50	 
	 
	 	 	 	 
	Section 5.07 Compliance with Laws
	 	 	50	 
	 
	 	 	 	 
	Section 5.08 Use of Proceeds and Letters of Credit
	 	 	51	 
	 
	 	 	 	 
	Section 5.09 Potential Subsidiary Guarantors
	 	 	51	 
	 
	 	 	 	 
	ARTICLE VI NEGATIVE COVENANTS
	 	 	51	 
	 
	 	 	 	 
	Section 6.01 Indebtedness
	 	 	51	 
	 
	 	 	 	 
	Section 6.02 Liens
	 	 	52	 
	 
	 	 	 	 
	Section 6.03 Fundamental Changes
	 	 	52	 
	 
	 	 	 	 
	Section 6.04 [Reserved]
	 	 	52	 
	 
	 	 	 	 
	Section 6.05 Restrictive Agreements
	 	 	52	 
	 
	 	 	 	 
	Section 6.06 Affiliate Transactions
	 	 	53	 
	 
	 	 	 	 
	Section 6.07 Change in Nature of Businesses
	 	 	53	 
	 
	 	 	 	 
	Section 6.08 Financial Condition Covenants
	 	 	53	 
	 
	 	 	 	 
	Section 6.09 Investments, Loans, Advances and Guarantees
	 	 	54	 
	 
	 	 	 	 
	Section 6.10 Hedging Agreements
	 	 	54	 
	 
	 	 	 	 
	ARTICLE VII EVENTS OF DEFAULT
	 	 	54	 






-ii-









 






TABLE OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE VIII THE ADMINISTRATIVE AGENT
	 	 	57	 
	 
	 	 	 	 
	Section 8.01 Appointment and Authority
	 	 	57	 
	 
	 	 	 	 
	Section 8.02 Administrative Agent Individually
	 	 	57	 
	 
	 	 	 	 
	Section 8.03 Duties of Administrative Agent; Exculpatory Provisions
	 	 	58	 
	 
	 	 	 	 
	Section 8.04 Reliance by Administrative Agent
	 	 	59	 
	 
	 	 	 	 
	Section 8.05 Delegation of Duties
	 	 	59	 
	 
	 	 	 	 
	Section 8.06 Resignation of Administrative Agent
	 	 	59	 
	 
	 	 	 	 
	Section 8.07 Non-Reliance on Administrative Agent and Other Lender Parties
	 	 	60	 
	 
	 	 	 	 
	Section 8.08 No Other Duties, etc.
	 	 	61	 
	 
	 	 	 	 
	Section 8.09 Trust Indenture Act
	 	 	61	 
	 
	 	 	 	 
	Section 8.10 Resignation of an Issuing Bank
	 	 	61	 
	 
	 	 	 	 
	ARTICLE IX MISCELLANEOUS
	 	 	61	 
	 
	 	 	 	 
	Section 9.01 Notices
	 	 	61	 
	 
	 	 	 	 
	Section 9.02 Posting of Approved Electronic Communications
	 	 	63	 
	 
	 	 	 	 
	Section 9.03 Waivers; Amendments
	 	 	63	 
	 
	 	 	 	 
	Section 9.04 Expenses; Indemnity; Damage Waiver
	 	 	64	 
	 
	 	 	 	 
	Section 9.05 Successors and Assigns
	 	 	66	 
	 
	 	 	 	 
	Section 9.06 Survival
	 	 	68	 
	 
	 	 	 	 
	Section 9.07 Counterparts; Integration; Effectiveness
	 	 	69	 
	 
	 	 	 	 
	Section 9.08 Severability
	 	 	69	 
	 
	 	 	 	 
	Section 9.09 Right of Setoff
	 	 	69	 
	 
	 	 	 	 
	Section 9.10 Governing Law; Jurisdiction; Consent to Service of Process
	 	 	69	 
	 
	 	 	 	 
	Section 9.11 WAIVER OF JURY TRIAL
	 	 	70	 
	 
	 	 	 	 
	Section 9.12 Headings
	 	 	70	 
	 
	 	 	 	 
	Section 9.13 Confidentiality
	 	 	70	 
	 
	 	 	 	 
	Section 9.14 Treatment of Information
	 	 	71	 
	 
	 	 	 	 
	Section 9.15 Interest Rate Limitation
	 	 	72	 
	 
	 	 	 	 
	Section 9.16 No Waiver; Remedies
	 	 	73	 
	 
	 	 	 	 
	Section 9.17 USA Patriot Act Notice
	 	 	73	 
	 
	 	 	 	 
	Section 9.18 No Advisory or Fiduciary Responsibility
	 	 	73	 
	 
	 	 	 	 
	Section 9.19 Release of Guarantees
	 	 	74	 
	 
	 	 	 	 
	Section 9.20 WPX Separation
	 	 	74	 






-iii-









 






TABLE OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	SCHEDULES:
	 	 	 	 
	 
	 	 	 	 
	Schedule 1.01

	 	—
	 	Other Permitted Liens
	Schedule 2.01

	 	—
	 	Commitments
	Schedule 2.06

	 	—
	 	Existing Letters of Credit
	Schedule 6.05

	 	—
	 	Restrictive Agreements






	 	 	 	 	 

	EXHIBITS:
	 	 	 	 
	 
	 	 	 	 
	Exhibit A

	 	—
	 	Form of Assignment and Acceptance
	Exhibit B

	 	—
	 	Form of Borrowing Request
	Exhibit C

	 	—
	 	Form of Interest Election Request
	Exhibit D

	 	—
	 	Form of Compliance Certificate
	Exhibit E

	 	—
	 	Form of Note










-iv-










 









CREDIT AGREEMENT




     This Credit Agreement dated as of June 3, 2011 (as amended, restated, supplemented or
otherwise modified from time to time, the “Agreement”), is among WPX ENERGY, INC., a
Delaware corporation (the “Borrower”), the LENDERS party hereto, and CITIBANK, N.A., as
Administrative Agent and Swingline Lender.



     The parties hereto agree as follows:



ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS




     Section 1.01 Defined Terms. As used in this Agreement, the following terms have the
meanings specified below:



     “ABR”, when used in reference to any Loan or Borrowing, refers to a Loan, or Loans, in
the case of a Borrowing, which bear interest at a rate determined by reference to the Alternate
Base Rate.



     “Added L/C Effective Date” has the meaning set forth in Section 2.06(l).



     “Added L/C Representations” means representations and warranties made in letter of
credit applications with respect to Added Letters of Credit that are in addition to or inconsistent
with the representations contained in Article III.



     “Added Letter of Credit” has the meaning set forth in Section 2.06(l).



     “Administrative Agent” means Citibank, N.A., in its capacity as administrative agent
for the Lenders hereunder.



     “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent.



     “Affiliate” means, with respect to a specified Person, another Person that directly,
or indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.



     “Agent’s Group” has the meaning specified in Section 8.02(b).



     “Aggregate Commitments” means the aggregate amount of all of the Lenders’ Commitments.
The initial Aggregate Commitments as of the Effective Date are $1,500,000,000.



     “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of
(a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such
day plus 1/2 of 1% and (c) the LIBO Rate for a one month Interest Period that begins on such day (and
if such day is not a Business Day, the immediately preceding Business Day) plus 1%. Any change in
the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the
LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate
or the Federal Funds Effective Rate, respectively.



     “Apco Argentina” means Apco Argentina, Inc., a Cayman Islands corporation, and its
subsidiaries.



1









 





     “Applicable Percentage” means, with respect to any Lender, the percentage of the
Aggregate Commitments represented by such Lender’s Commitment. If the Aggregate Commitments have
terminated or expired, the Applicable Percentages shall be determined based upon the Aggregate
Commitments most recently in effect, giving effect to any assignments.



     “Applicable Rate” means for any day (a) with respect to the Loans made to the
Borrower, the applicable rate per annum set forth below under the caption “Eurodollar Spread” for
Loans comprising Eurodollar Borrowings or “ABR Spread” for Loans comprising ABR Borrowings, as the
case may be, based upon the ratings by Moody’s and S&P, respectively, applicable on such date to
the Index Debt for the Borrower, or (b) with respect to the commitment fees and ticking fees
payable hereunder, the rate per annum set forth below under the caption “Commitment/Ticking Fee
Rate” based upon the ratings by Moody’s and S&P, respectively, applicable on such date to the Index
Debt for the Borrower.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Index Debt Ratings:	 	Eurodollar	 	 	 	 	 	Commitment/Ticking Fee
	(S&P/Moody’s)	 	Spread	 	ABR Spread	 	Rate
	Category 1 3
 BBB / Baa2
	 	 	1.50	%	 	 	0.50	%	 	 	0.20	%
	Category 2 BBB- / Baa3
	 	 	1.75	%	 	 	0.75	%	 	 	0.25	%
	Category 3 BB+ / Ba1
	 	 	1.875	%	 	 	0.875	%	 	 	0.30	%
	Category 4 BB / Ba2
	 	 	2.25	%	 	 	1.25	%	 	 	0.40	%
	Category 5 BB- / Ba3
	 	 	2.50	%	 	 	1.50	%	 	 	0.45	%





For purposes of the foregoing, (i) if only one of Moody’s and S&P shall have in effect a rating for
the Index Debt, then the other rating agency shall be deemed to have established a rating in the
same Category as such agency; (ii) if each of Moody’s and S&P shall have in effect a rating for the
Index Debt, and such ratings shall fall within different Categories, the Applicable Rate shall be
based on (A) if the difference is one Category, the higher of the two ratings, and (B) if the
difference is more than one Category, the rating one Category below the higher of the two ratings;
and (iii) if the ratings established or deemed to have been established by Moody’s and S&P for the
Index Debt shall be changed (other than as a result of a change in the rating system of Moody’s or
S&P), such change shall be effective as of the date on which it is first announced by the
applicable rating agency. Each change in the Applicable Rate shall apply during the period
commencing on the effective date of such change and ending on the date immediately preceding the
effective date of the next such change. If the rating system of Moody’s or S&P shall change, or if
any such rating agency shall cease to be in the business of rating corporate debt obligations, the
Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such
changed rating system or the unavailability of ratings from such rating agency and, pending the
effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the
rating most recently in effect prior to such change or cessation.




     “Approved Electronic Communications” means each Communication that the Borrower is
obligated to, or otherwise chooses to, provide to the Administrative Agent pursuant to any Loan
Document or the transactions contemplated therein, including any financial statement, financial and
other report, notice, request, certificate and other information material.



     “Approved Electronic Platform” has the meaning specified in Section 9.02.



2









 





     “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender.



     “Assignment and Acceptance” means an assignment and assumption entered into by a
Lender and an Eligible Assignee (with the consent of any party whose consent is required by
Section 9.05), and accepted by the Administrative Agent, substantially in the form of
Exhibit A or any other form approved by the Administrative Agent.



     “Attributable Obligation” of any Person means, with respect to any Sale and Leaseback
Transaction of such Person as of any particular time, the present value at such time discounted at
the rate of interest implicit in the terms of the lease of the obligations of the lessee under such
lease for net rental payments during the remaining term of the lease (including any period for
which such lease has been extended or may, at the option of such Person only, be extended).



     “Availability Period” means the period from and including the Effective Date to but
excluding the earlier of the Maturity Date and the date of termination of the Aggregate
Commitments.



     “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5
under the Exchange Act, except that in calculating the beneficial ownership of any particular
“person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be
deemed to have beneficial ownership of all securities that such “person” has the right to acquire
by conversion or exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and
“Beneficially Owned” have correlative meanings.



     “Borrower” has the meaning specified in the first paragraph hereof.



     “Borrowing” means Revolving Loans of the same Type, made, converted or continued on
the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in
effect.



     “Borrowing Request” means a request by the Borrower for a Revolving Borrowing in
accordance with Section 2.03, and being in the form of attached Exhibit B.



     “Business Day” means any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed;
provided that, when used in connection with a Eurodollar Loan, the term “Business
Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in
the London interbank market.



     “Capital Lease Obligations” of any Person means the obligations of such Person to pay
rent or other amounts under any lease of real or personal property, or a combination thereof, which
obligations are required under GAAP to be classified and accounted for as capital leases on a
balance sheet of such Person, and the amount of such obligations shall be the capitalized amount
thereof determined in accordance with GAAP; provided that (i) any lease that was treated as
an operating lease under GAAP at the time it was entered into that later becomes a capital lease as
a result of a change in GAAP during the life of such lease, including any renewals, and (ii) any
lease entered into after the date of this Agreement that would have been considered an operating
lease under the provisions of GAAP in effect as of December 31, 2010, in each case, shall be
treated as an operating lease for all purposes under this Agreement.



     “Capital Stock” means:



3









 





     (a) in the case of a corporation, corporate stock;



     (b) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock;



     (c) in the case of a partnership or limited liability company, partnership or membership
interests (whether general or limited); and



     (d) any other interest or participation that confers on a Person the right to receive a share
of the profits and losses of, or distributions of assets of, the issuing Person.



     “Cash Collateralize” means, in respect of an obligation, provide and pledge (as a
first priority perfected security interest) cash collateral in dollars, at a location and pursuant
to documentation in form and substance reasonably satisfactory to the Administrative Agent (and
“Cash Collateralization” has a corresponding meaning).



     “Change in Control” means the occurrence of any of the following:



     (a) any Person (other than a trustee or other fiduciary holding securities under an employee
benefit plan of the Borrower or of any Subsidiary of the Borrower) or two or more Persons acting in
concert (other than any group of employees of the Borrower or any of its Subsidiaries) becomes the
Beneficial Owner, directly or indirectly, of 50% or more of the Voting Stock of the Borrower; or



     (d) the first day on which a majority of the members of the Board of Directors of the Borrower
are not Continuing Directors.



     “Change in Law” means the occurrence, after the date of this Agreement, of any of the
following: (a) the adoption of any law, rule, regulation or treaty, (b) any change in any law,
rule, regulation or treaty or in the administration, interpretation, implementation or application
thereof by any Governmental Authority or (c) the making or issuance of, and compliance by the
relevant Lender or Issuing Bank with, any request, guideline or directive (whether or not having
the force of law) by any Governmental Authority; provided that notwithstanding anything
herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all
requests, rules, guidelines or directives promulgated by the Bank for International Settlements,
the Basel Committee on Banking Supervision (or any successor or similar authority) or the United
States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be
deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.



     “Class” means, when used in reference to any Loan or Borrowing, whether such Loan, or
the Loans comprising such Borrowing, are Revolving Loans or Swingline Loans.



     “Closing Date” means June 3, 2011.



     “Code” means the Internal Revenue Code of 1986, as amended from time to time.



     “Commitment” means, with respect to any Lender, the commitment of such Lender to make
Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans, expressed
as an amount representing the maximum aggregate amount of such Lender’s Credit Exposure hereunder,
as such commitment may be (a) reduced from time to time pursuant to Section 2.09, (b)
increased from time to time pursuant to Section 2.01 or (c) reduced or increased from time
to time pursuant to assignments by or to such Lender pursuant to Section 9.05. The initial
amount of each Lender’s Commitment is set forth



4









 




on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender
shall have assumed its Commitment, as applicable.




     “Communications” means each notice, demand, communication, information, document and
other material provided for hereunder or under any other Loan Document or otherwise transmitted
between the parties hereto relating to this Agreement, the other Loan Documents, the Borrower or
its Affiliates, or the transactions contemplated by this Agreement or the other Loan Documents
including, without limitation, all Approved Electronic Communications.



     “Consolidated Indebtedness” means, with respect to any Person, the Indebtedness of
such Person and its consolidated Subsidiaries determined on a consolidated basis as of such date.



     “Consolidated Net Tangible Assets” means, at any date of determination, the total
amount of consolidated assets of the Borrower and its Subsidiaries after deducting therefrom: (a)
all current liabilities (excluding (i) any current liabilities that by their terms are extendable
or renewable at the option of the obligor thereon to a time more than 12 months after the time as
of which the amount thereof is being computed, and (ii) current maturities of long-term debt); and
(b) the value (net of any applicable reserves and accumulated amortization) of all goodwill, trade
names, trademarks, patents and other like intangible assets, all as set forth, or on a pro forma
basis would be set forth, on the consolidated balance sheet of the Borrower and its Subsidiaries
for the most recently completed fiscal quarter, prepared in accordance with GAAP.



     “Consolidated Net Worth” means as to any Person, at any date of determination, the sum
of (i) preferred stock (if any), (ii) an amount equal to the face amount of outstanding Hybrid
Securities not in excess of 15% of Consolidated Total Capitalization, (iii) par value of common
stock, (iv) capital in excess of par value of common stock, (v) stockholders’ capital or equity,
and (vi) retained earnings, less treasury stock (if any), of such Person, all as determined on a
consolidated basis.



     “Consolidated Total Capitalization” means, as to any Person, the sum of such Person’s
(i) Consolidated Indebtedness and (ii) Consolidated Net Worth.



     “Continuing Directors” means, as of any date of determination, any member of the Board
of Directors of the Borrower who:



     (a) was a member of such Board of Directors on the date of this Agreement; or



     (b) was nominated for election or elected to such Board of Directors with the approval of a
majority of the Continuing Directors who were members of such Board of Directors at the time of
such nomination or election.



     “Control” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.



     “Credit Exposure” means, with respect to any Lender at any time, the sum of the
outstanding principal amount of such Lender’s Loans and its LC Exposure and Swingline Exposure at
such time.



     “Default” means any event or condition which constitutes an Event of Default or which
upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.



5









 





     “Defaulting Lender” means, at any time, a Lender as to which the Administrative Agent
(or, in the case of the Administrative Agent, any Issuing Bank with a Letter of Credit Commitment
in excess of $100,000,000 or the Swingline Lender) has notified the Borrower that (a) such Lender
has failed for three or more Business Days to comply with its obligations under this Agreement to
make a Loan, make a payment to an Issuing Bank in respect of an LC Disbursement or fund any portion
of its participations in Swingline Loans except for such failure being contested in good faith by
appropriate proceedings (each a “funding obligation”), (b) such Lender has notified the
Administrative Agent, or has stated publicly, that it will not comply with any such funding
obligation hereunder, (c) such Lender has, for three or more Business Days, failed to confirm in
writing to the Administrative Agent (or, in the case of the Administrative Agent, the Issuing Bank,
the Swingline Lender or Borrower making such request), in response to a written request of the
Administrative Agent, any Issuing Bank with a Letter of Credit Commitment in excess of
$100,000,000, the Swingline Lender or the Borrower, that it will comply with its funding
obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender
pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent
and the Borrower), or (d) a Lender Insolvency Event has occurred and is continuing with respect to
such Lender (provided that neither the reallocation of funding obligations provided for in
Section 2.05(e) and Section 2.06(k) as a result of a Lender’s being a
Defaulting Lender nor the performance by Non-Defaulting Lenders of such reallocated funding
obligations will by themselves cause the relevant Defaulting Lender to become a Non-Defaulting
Lender); provided, that (i) if a Lender would be a “Defaulting Lender” solely by reason of
events relating to the Parent Company of such Lender or solely because a Governmental Authority has
been appointed as receiver, conservator, trustee or custodian for such Lender, in each case as
described in clause (d) above, the Administrative Agent (or applicable Issuing Bank or the
Swingline Lender) may, in its discretion, determine that such Lender is not a “Defaulting Lender”
if and for so long as the Administrative Agent (or applicable Issuing Bank or the Swingline Lender)
is satisfied that such Lender will continue to perform its funding obligations hereunder, (ii) the
Administrative Agent (or applicable Issuing Bank or the Swingline Lender) may, by notice to the
Borrower and the Lenders, declare that a Defaulting Lender is no longer a “Defaulting Lender” if
the Administrative Agent (or applicable Issuing Bank or the Swingline Lender) determines, in its
discretion, that the circumstances that resulted in such Lender becoming a “Defaulting Lender” no
longer apply and (iii) a Lender shall not be a Defaulting Lender solely by virtue of the ownership
or acquisition of Voting Stock or any other Equity Interest in such Lender or a Parent Company
thereof or the exercise of any voting rights in connection therewith by a Governmental Authority or
an instrumentality thereof. Any determination that a Lender is a Defaulting Lender under clauses
(a) through (d) above will be made by the Administrative Agent in its sole discretion acting in
good faith, provided that the determination that the Administrative Agent is a Defaulting
Lender under clauses (a) through (d) above may be made by any Issuing Bank with a Letter of Credit
Commitment in excess of $100,000,000 or the Swingline Lender at the time of such determination in
its sole discretion acting in good faith. The Administrative Agent (or applicable Issuing Bank or
the Swingline Lender) will promptly send to all parties hereto a copy of any notice to the Borrower
provided for in this definition. For avoidance of doubt (A) an assignee of a Defaulting Lender
shall not be deemed to be a Defaulting Lender solely by virtue of the fact that it is an assignee
of a Defaulting Lender and (B) when a Defaulting Lender ceases to be a Defaulting Lender (due to
assignment to a new Lender, commitment reduction pursuant to Section 2.09(d), clause (ii)
of the proviso of this definition of Defaulting Lender, or otherwise), all Cash Collateral in
connection with such Defaulting Lender with respect to Letters of Credit under Section
2.06(j)(ii) or with respect to Swingline Loans under Section 2.05(d) shall be promptly
released to the Borrower and all commitment reallocations under Section 2.05(e) or
Section 2.06(k) shall be promptly adjusted.



     “dollars” or “$” refers to lawful money of the United States of America.



     “Effective Date” means the date on or prior to November 30, 2011, specified in the
notice referred to in the last sentence of Section 4.01.



6









 





     “Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved
Fund, and (d) any other Person (other than a natural person) approved by (i) the Administrative
Agent, (ii) the Issuing Banks, and (iii) unless an Event of Default has occurred and is continuing,
the Borrower (each such approval not to be unreasonably withheld or delayed); provided that
notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the
Borrower’s Affiliates.



     “Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders,
decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into
by any Governmental Authority, relating to the environment, preservation or reclamation of natural
resources, or the management, release or threatened release of any Hazardous Material.



     “Equity Interest” means shares of the Capital Stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity interests
in any Person, or any warrants, options or other rights to acquire such interests.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time.



     “ERISA Affiliate”, as to any applicable Person, means any trade or business (whether
or not incorporated) that, together with the Borrower, is treated as a single employer under
Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412
of the Code, is treated as a single employer under Section 414 of the Code.



     “ERISA Event” means (a) any “reportable event”, as defined in Section 4043(c) of ERISA
(other than a “reportable event” not subject to the provision for 30-day notice to the PBGC or a
“reportable event” as such term is described in Section 4043(c)(3) of ERISA) or the regulations
issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is
waived) which could reasonably be expected to result in a termination of, or the appointment of a
trustee to administer, a Plan; (b) the existence with respect to any Plan of an “accumulated
funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any Plan; (d) the
incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA
with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan
or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any
of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from
any Plan or Multiemployer Plan during a plan year in which it was a “substantial employer,” as such
term is defined in Section 4001(a)(2) of ERISA; or (g) the receipt by the Borrower or any ERISA
Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA
Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that
a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning
of Title IV of ERISA, other than (in the case of clauses (a) through (f) of this definition) where
the matters described in such clauses, in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.



     “Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of
the Board of Governors of the Federal Reserve System of the United States of America, as in effect
from time to time.



     “Eurodollar”, when used in reference to any Loan or Borrowing, refers to a Loan, or
Loans, in the case of a Borrowing, which bear interest at a rate determined by reference to the
LIBO Rate.



7









 





     “Eurodollar Rate Reserve Percentage” of any Lender for any Interest Period for each
Eurodollar Borrowing means the reserve percentage applicable during such Interest Period (or if
more than one such percentage shall be so applicable, the daily average of such percentages for
those days in such Interest Period during which any such percentage shall be so applicable) under
regulations issued from time to time by the Board of Governors of the Federal Reserve System of the
United States of America for determining the maximum reserve requirement (including, without
limitation, any emergency, supplemental or other marginal reserve requirement) for such Lender with
respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term
equal to such Interest Period.



     “Event of Default” has the meaning assigned to such term in Article VII.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Excluded Taxes” means, with respect to the Administrative Agent, any Lender Party or
any other recipient of any payment to be made by or on account of any obligation of the Borrower
hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United
States of America, by any state (including any locality or subdivision thereof) or the District of
Columbia or by the jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its applicable lending office
is located, (b) any branch profits taxes imposed by the United States of America, any state thereof
or the District of Columbia or any similar tax imposed by any other jurisdiction in which the
Administrative Agent, such Lender or such other recipient is located, (c) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Borrower under Section
2.19(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the
time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or
is attributable to such Foreign Lender’s failure to comply with Section 2.17(e), except to
the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive additional amounts from the
Borrower with respect to such withholding tax pursuant to Section 2.17(a) and (d) any U.S.
Federal withholding Taxes imposed by FATCA.



     “Existing Letters of Credit” means all letters of credit listed on Schedule 2.06.



     “FATCA” means Sections 1471 through 1474 of the Code as of the date hereof and any
regulations or official interpretations thereof.



     “Federal Funds Effective Rate” means, for any day, the weighted average of the rates
on overnight federal funds transactions with members of the Federal Reserve System arranged by
federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank
of New York, or, if such rate is not so published for any day that is a Business Day, the average
of the quotations for such day for such transactions received by the Administrative Agent from
three federal funds brokers of recognized standing selected by it.



     “Fee Letters” means (a) the letter agreement dated as of May 5, 2011 among the
Borrower and the Joint Lead Arrangers, (b) the letter agreement dated as of May 5, 2011 among the
Borrower, the Administrative Agent and Citigroup Global Markets Inc., (c) the letter agreement
dated as of May 5, 2011 between the Borrower and Merrill Lynch, Pierce, Fenner & Smith Incorporated
and (d) the letter agreement dated as of May 5, 2011 between the Borrower and J.P. Morgan
Securities LLC.



     “Financial Officer” means, with respect to any Person, the chief financial officer,
principal accounting officer, treasurer, assistant treasurer or controller of such Person or the
governing body of such Person.



8









 





     “Financing Transaction” means, with respect to any Person (i) any prepaid forward sale
of oil, gas or minerals by such Person (other than gas balancing arrangements in the ordinary
course of business), that is intended primarily as a borrowing of funds, excluding volumetric
production payments and (ii) any interest rate, currency, commodity or other swap, collar, cap,
option or other derivative that is intended primarily as a borrowing of funds (excluding interest
rate, currency, commodity or other swaps, collars, caps, options or other derivatives to hedge
against risks for non-speculative purposes), with the amount of the obligations of such Person
thereunder being the net obligations of such Person thereunder.



     “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction
other than that in which the Borrower is resident for tax purposes. For purposes of this
definition, the United States of America, each State thereof and the District of Columbia shall be
deemed to constitute a single jurisdiction.



     “Fund” means any Person (other than a natural person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its business.



     “GAAP” means generally accepted accounting principles in the United States of America.



     “Governmental Authority” means the government of the United States of America or any
other nation, or of any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government (including any supra-national bodies such as the European Union or the
European Central Bank).



     “Guarantors” means each of (a) the Subsidiaries of the Borrower that execute a
Guaranty in accordance with Section 5.09 hereof and (b) the respective successors of such
Subsidiaries, in each case until such time as any such Subsidiary shall be released and relieved of
its obligations pursuant to Section 9.19 hereof.



     “Guaranty” means a guaranty executed by any Guarantor in favor of the Administrative
Agent and the Lenders in form and substance reasonably agreed to between the Borrower and the
Administrative Agent.



     “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature, in each case
regulated pursuant to any Environmental Law.



     “Hedging Agreement” means a financial instrument or security which is used as a cash
flow or fair value hedge to manage the risk associated with a change in interest rates, foreign
currency exchange rates or commodity prices and other hedge agreements entered into in the ordinary
course of business.



     “Hybrid Securities” means any trust preferred securities, or deferrable interest
subordinated debt with a maturity of at least 20 years, which provides for the optional or
mandatory deferral of interest or distributions, issued by the Borrower, or any business trusts,
limited liability companies, limited partnerships or similar entities (i) substantially all of the
common equity, general partner or similar interests of which are owned (either directly or
indirectly through one or more wholly owned Subsidiaries) at all times by the Borrower or any of
its Subsidiaries, (ii) that have been formed for the purpose of issuing hybrid securities or
deferrable interest subordinated debt, and (iii) substantially all the



9









 




assets of which consist of (A) subordinated debt of the Borrower or a Subsidiary of the
Borrower, and (B) payments made from time to time on the subordinated debt.




     “Hydrocarbon Interests” means all rights, titles, interests and estates now owned or
hereafter acquired in and to oil and gas leases, oil, gas and mineral leases, or other liquid or
gaseous hydrocarbon leases, mineral fee or lease interests, farm-outs, overriding royalty and
royalty interests, net profit interests, oil payments, production payment interests and similar
mineral interests, including any reserved or residual interest of whatever nature.



     “Hydrocarbons” means oil, gas, casinghead gas, condensate, distillate, liquid
hydrocarbons, gaseous hydrocarbons, all products refined, separated, settled and dehydrated
therefrom and all products refined therefrom, including, without limitation, kerosene, liquefied
petroleum gas, refined lubricating oils, diesel fuel, drip gasoline, natural gasoline, helium,
sulfur and all other minerals.



     “Indebtedness” of any Person at any date means, without duplication, (a) all
indebtedness of such Person for borrowed money, (b) all obligations of such Person evidenced by
notes, bonds, debentures or other similar instruments (other than surety, performance and guaranty
bonds), (c) all obligations of such Person for the deferred purchase price of property or services
(other than trade payables), which obligation is, individually, in excess of $100,000,000, (d) all
Capital Lease Obligations of such Person, (e) all obligations of such Person under any Financing
Transaction, (f) all Attributable Obligations of such Person with respect to any Sale and Leaseback
Transaction, (g) the amount of deferred revenue attributed to any forward sale of production for
which such Person has received payment in advance other than on ordinary trade terms, (h) the
undischarged balance of any production payment created by such Person or for the creation of which
such Person directly or indirectly received payment and (i) all obligations of such Person under
guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise
acquire, or otherwise to assure a creditor against loss in respect of, Indebtedness or obligations
of others of the kinds referred to in clauses (a) through (h) of this definition; provided
that Indebtedness shall not include (1) Non-Recourse Debt, (2) International Debt, (3) Performance
Guaranties, (4) monetary obligations or guaranties of monetary obligations of Persons as lessee
under leases (other than, to the extent provided hereinabove, Attributable Obligations) that are,
in accordance with GAAP, recorded as operating leases, and (5) guarantees by such Person of
obligations of others which are not obligations described in clauses (a) through (h) of this
definition, and provided further that where any such indebtedness or obligation of such
Person is made jointly, or jointly and severally, with any third party or parties other than any
Subsidiary of such Person, the amount thereof for the purpose of this definition only shall be the
pro rata portion thereof payable by such Person, so long as such third party or parties have not
defaulted on its or their joint and several portions thereof and can reasonably be expected to
perform its or their obligations thereunder. For the avoidance of doubt, “Indebtedness” of a
Person in respect of letters of credit shall include, without duplication, only the principal
amount of the unreimbursed obligations of such Person in respect of such letters of credit that
have been drawn upon by the beneficiaries to the extent of the amount drawn, and shall include no
other obligations in respect of such letters of credit.



     “Indemnified Taxes” means Taxes other than Excluded Taxes.



     “Index Debt” means senior, unsecured, non-credit enhanced Indebtedness of the
Borrower.



     “Information Memorandum” means the Confidential Information Memorandum dated May 2011
relating to the Borrower and the Transactions.



     “Interest Election Request” means a request by the Borrower to convert or continue a
Borrowing in accordance with Section 2.08, and being in the form of attached Exhibit
C.



10









 





     “Interest Payment Date” means (a) with respect to any ABR Loan, the last Business Day
of each March, June, September and December, (b) with respect to any Eurodollar Loan, the last
Business Day of the Interest Period applicable to the Borrowing of which such Loan is a part and,
in the case of a Eurodollar Borrowing with an Interest Period of more than three (3) months’
duration, each day that occurs an integral multiple of three (3) months after the first day of such
Interest Period and (c) with respect to any Swingline Loan, the first day of each calendar month,
unless such day shall not be a Business Day, in which case the next succeeding Business Day.



     “Interest Period” means with respect to any Eurodollar Borrowing, the period
commencing on the date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is one, two, three, six or, if available to all of the Lenders, 12 months
thereafter, as the Borrower may elect; provided, that (i) if any Interest Period would end
on a day other than a Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless, in the case of a Eurodollar Borrowing only, such next succeeding Business Day
would fall in the next calendar month, in which case such Interest Period shall end on the next
preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that
commences on the last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest Period) shall end on the
last Business Day of the last calendar month of such Interest Period. For purposes of this
definition, the date of a Borrowing initially shall be the date on which such Borrowing is made and
thereafter shall be the effective date of the most recent conversion or continuation of such
Borrowing.



     “International Debt” means the Indebtedness of any International Subsidiary.



     “International Subsidiary” means any subsidiary of the Borrower that is not
incorporated or organized under the laws of the United States of America, any State thereof or the
District of Columbia.



     “Investment Grade Date” means the first date on which the Borrower’s Index Debt rating
is BBB- or better by S&P (without negative outlook or negative watch), or Baa3 or better by Moody’s
(without negative outlook or negative watch), provided that the other of the two Index Debt
ratings is at least BB+ by S&P or Ba1 by Moody’s.



     “Issuing Bank” means the Persons listed on Schedule 2.01 with a Letter of
Credit Commitment or any other Lender that has issued or agreed to issue Letters of Credit at the
request of the Borrower after consultation with the Administrative Agent, in its capacity as the
issuer of such Letter of Credit, and “Issuing Banks” means, collectively, all of such Issuing
Banks.



     “Joint Lead Arrangers” means Citigroup Capital Markets Inc., Barclays Capital, the
investment banking division of Barclays Bank PLC, J.P. Morgan Securities LLC and Merrill Lynch,
Pierce, Fenner & Smith Incorporated as joint lead arrangers and joint book runners.



     “LC Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of
Credit.



     “LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements
that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of
any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.



     “Lender Insolvency Event” means that (i) a Lender or its Parent Company is insolvent,
or is generally unable to pay its debts as they become due, or admits in writing its inability to
pay its debts as they become due, or makes a general assignment for the benefit of its creditors,
or (ii) such Lender or its Parent Company is the subject of a bankruptcy, insolvency,
reorganization, liquidation or similar



11









 




proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has
been appointed for such Lender or its Parent Company, or such Lender or its Parent Company has
taken any action in furtherance of or indicating its consent to or acquiescence in any such
proceeding or appointment.




     “Lender Party” means any Lender, any Issuing Bank or the Swingline Lender.



     “Lender Party Appointment Period” has the meaning assigned in Section 8.06.



     “Lenders” means the Persons listed on Schedule 2.01 and any other Person that
shall have become a party hereto pursuant to an Assignment and Acceptance or pursuant to
Section 2.01(c), other than any such Person that ceases to be a party hereto pursuant to an
Assignment and Acceptance. Unless the context otherwise requires, the term “Lenders” includes the
Swingline Lender.



     “Letter of Credit” means any letter of credit issued pursuant to this Agreement,
including the Added Letters of Credit.



     “Letter of Credit Commitment” means, with respect to any Issuing Bank, the commitment
of such Issuing Bank to issue Letters of Credit hereunder, expressed as an amount representing the
maximum aggregate amount of the LC Exposure with respect to Letters of Credit issued by such
Issuing Bank and LC Disbursements with respect to Letters of Credit issued by such Issuing Bank, as
such commitment may be (a) reduced from time to time pursuant to Section 2.09, (b)
increased or reduced pursuant to Section 2.01(c)(iii) or (c) terminated pursuant to
Section 8.10. The initial amount of each Issuing Bank’s Letter of Credit Commitment is set
forth on Schedule 2.01.



     “Letter of Credit Documents” means with respect to any Letter of Credit, letter of
credit application and any other document, agreement and instrument entered into by an Issuing Bank
and the Borrower (or by the Borrower on behalf of any Subsidiary of the Borrower, as a
co-applicant) or in favor of such Issuing Bank and relating to any such Letter of Credit.



     “LIBO Rate” means, with respect to any Eurodollar Revolving Borrowing for any Interest
Period, (a) the rate per annum appearing at Reuters Reference LIBOR01 page (or on any successor or
substitute therefor provided by Reuters, providing rate quotations comparable to those currently
provided on such page, as determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the London interbank
market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of
such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest
Period; (b) if for any reason the rate specified in clause (a) of this definition does not so
appear on Reuters Reference LIBOR01 (or any successor thereto or substitute therefor provided by
Reuters), the rate per annum appearing on Bloomberg Financial Markets Service (or any successor or
substitute page) as the London interbank offered rate for deposits in dollars at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period for a
maturity comparable to such Interest Period; and (c) if the rate specified in clause (a) of this
definition does not so appear on Reuters Reference LIBOR01 (or any successor or substitute page
provided by Reuters) and if no rate specified in clause (b) of this definition so appears on
Bloomberg Financial Markets Service (or any successor or substitute page), the average of the
interest rates per annum at which dollar deposits of $5,000,000 and for a maturity comparable to
such Interest Period are offered by the respective principal London offices of the Reference Banks
in immediately available funds in the London interbank market at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period.



     “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, and (b)
the interest of a



12









 




vendor or a lessor under any conditional sale agreement, capital lease or title retention
agreement relating to such asset.




     “Loans” means the loans made by the Lenders to the Borrower pursuant to this
Agreement.



     “Loan Documents” means this Agreement, each Note, each Letter of Credit Document, the
Fee Letters, the Guaranties and all other agreements, certificates, documents, instruments and
writings at any time delivered in connection herewith or therewith (exclusive of term sheets and
commitment letters).



     “Material Adverse Effect” means a material adverse effect on (i) the financial
condition, operations, or properties of the Borrower and its Subsidiaries, taken as a whole, or
(ii) the ability of the Borrower and the Guarantors, if any, to perform their obligations, taken as
a whole, under this Agreement and the other Loan Documents, or (iii) the validity or enforceability
of this Agreement or the Notes.



     “Material Indebtedness” means Indebtedness (other than the Loans), of any one or more
of the Borrower and its Subsidiaries in an aggregate principal amount exceeding $100,000,000.



     “Material Subsidiary” means each Subsidiary of the Borrower that, as of the last day
of the fiscal year of the Borrower most recently ended prior to the relevant determination of
Material Subsidiaries, has a net worth determined in accordance with GAAP that is greater than 10%
of the Consolidated Net Worth of the Borrower as of such day.



     “Maturity Date” means the fifth anniversary of the Effective Date.



     “Moody’s” means Moody’s Investors Service, Inc. or its successor.



     “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA, which is maintained by (or to which there is an obligation to contribute of) the Borrower or
an ERISA Affiliate of the Borrower.



     “Non-Defaulting Lender” means, at any time, a Lender that is not a Defaulting Lender.



     “Non-Recourse Debt” means any Indebtedness incurred by any Non-Recourse Subsidiary to
finance the acquisition, improvement, installation, design, engineering, construction, development,
completion, maintenance or operation of, or otherwise to pay costs and expenses relating to or
provide financing for a project, which Indebtedness does not provide for recourse against the
Borrower or any Subsidiary of the Borrower (other than a Non-Recourse Subsidiary and such recourse
as exists under a Performance Guaranty) or any property or asset of the Borrower or any Subsidiary
of the Borrower (other than the Equity Interests in, or the property or assets of, a Non-Recourse
Subsidiary). Non-Recourse Debt may become or cease to become Non-Recourse Debt on the basis of
whether it satisfies this definition at the time considered.



     “Non-Recourse Subsidiary” means (i) any subsidiary of the Borrower whose principal
purpose is to incur Non-Recourse Debt and/or construct, lease, own or operate the assets financed
thereby, or to become a direct or indirect partner, member or other equity participant or owner in
a Person created for such purpose, and substantially all the assets of which subsidiary and such
Person are limited to (x) those assets being financed (or to be financed), or the operation of
which is being financed (or to be financed), in whole or in part by Non-Recourse Debt, or (y)
Equity Interests in, or Indebtedness or other obligations of, one or more other such Subsidiaries
or Persons, or (z) Indebtedness or other obligations of the Borrower or its Subsidiaries or other
Persons and (ii) any Subsidiary of a Non-Recourse Subsidiary. A



13









 




Non-Recourse Subsidiary may become or cease to become a Non-Recourse Subsidiary on the basis
of whether it satisfies this definition at the time considered.




     “Notes” means any promissory notes issued by Borrower pursuant to Section
2.10(e).



     “Oil and Gas Properties” means Hydrocarbon Interests; the properties now or hereafter
pooled or unitized with Hydrocarbon Interests; all presently existing or future unitization,
pooling agreements and declarations of pooled units and the units created thereby (including
without limitation all units created under orders, regulations and rules of any Governmental
Authority having jurisdiction) which may affect all or any portion of the Hydrocarbon Interests;
all pipelines, gathering lines, compression facilities, tanks and processing plants; all interests
held in royalty trusts whether presently existing or hereafter created; all Hydrocarbons in and
under and which may be produced, saved, processed or attributable to the Hydrocarbon Interests, the
lands covered thereby and all Hydrocarbons in pipelines, gathering lines, tanks and processing
plants and all rents, issues, profits, proceeds, products, revenues and other incomes from or
attributable to the Hydrocarbon Interests; all tenements, hereditaments, appurtenances and
properties in any way appertaining, belonging, affixed or incidental to the Hydrocarbon Interests,
and all rights, titles, interests and estates described or referred to above, including any and all
real property, now owned or hereafter acquired, used or held for use in connection with the
operating, working or development of any of such Hydrocarbon Interests or property and including
any and all surface leases, rights-of-way, easements and servitudes together with all additions,
substitutions, replacements, accessions and attachments to any and all of the foregoing; all oil,
gas and mineral leasehold and fee interests, all overriding royalty interests, mineral interests,
royalty interests, net profits interests, net revenue interests, oil payments, production payments,
carried interests and any and all other interests in Hydrocarbons; in each case whether now owned
or hereafter acquired directly or indirectly.



     “Other Taxes” means all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment made hereunder or
under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement or any other Loan Document.



     “Parent Company” means, with respect to a Lender, the bank holding company (as defined
in Federal Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning,
beneficially or of record, directly or indirectly, a majority of the shares of such Lender.



     “Participant” has the meaning set forth in Section 9.05(d).



     “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA
and any successor entity performing similar functions.



     “pdf” means Portable Document Format or any other electronic format for the
transmission of images.



     “Performance Guaranty” means any guaranty issued in connection with any Non-Recourse
Debt or International Debt that (i) if secured, is secured only by assets of, or Equity Interests
in, a Non-Recourse Subsidiary or an International Subsidiary, and (ii) guarantees to the provider
of such Non-Recourse Debt or International Debt or any other Person the (a) performance of the
improvement, installation, design, engineering, construction, acquisition, development, completion,
maintenance or operation of, or otherwise affects any such act in respect of, all or any portion of
the project that is financed by such Non-Recourse Debt or International Debt, (b) completion of the
minimum agreed equity contributions to the relevant Non-Recourse Subsidiary or International
Subsidiary, or (c) performance by



14









 




a Non-Recourse Subsidiary or an International Subsidiary of obligations to Persons other than
the provider of such Non-Recourse Debt or International Debt.




     “Permitted Liens” means:



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



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



     (c) leases constituting Liens now or hereafter existing and any renewals or extensions
thereof;



     (d) Liens in favor of the Borrower or any of its Subsidiaries;



     (e) Liens securing Indebtedness incurred to refund, extend, refinance or otherwise replace
Indebtedness (“Refinanced Indebtedness”) secured by a Lien permitted to be incurred under
this Agreement; provided, that (i) the principal amount of such Refinanced Indebtedness
does not exceed the principal amount of Indebtedness refinanced (plus the amount of penalties,
premiums, fees, accrued interest and reasonable expenses and other obligations incurred therewith)
at the time of such refunding, extension, refinancing or replacement and (ii) the Liens securing
the Refinancing Indebtedness are limited to either (A) substantially the same collateral that
secured, at the time of such refunding, extension, refinancing or replacement, the Indebtedness so
refunded, extended, refinanced or replaced or (B) other collateral of reasonably equivalent value
of the collateral described in clause (A) above;



     (f) Liens on and pledges of the Equity Interests of any joint venture owned by the Borrower or
any of its Subsidiaries to the extent securing Indebtedness of such joint venture that is
non-recourse to the Borrower or any of its Subsidiaries;



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



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



     (i) Liens granted pursuant to any Loan Document, including in connection with any Cash
Collateralization;



     (j) Liens for taxes, customs duties or other governmental charges or assessments that are not
at the time determined (or, if determined, are not at the time delinquent), or that are delinquent
but the validity of which is being contested in good faith by appropriate proceedings and with
respect to which



15









 




reserves in conformity with GAAP, if required by such principles, have been provided on the
books of the relevant entity;




     (k) Liens pursuant to master netting agreements and other similar agreements entered into in
the ordinary course of business in connection with hedging obligations, so long as such Liens
encumber only amounts owed under the hedges covered by such agreements;



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



     (m) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlords, vendors,
workmen, operators, and other like Liens arising in the ordinary course of business or incident to
the exploration, development, operation, processing and maintenance of Hydrocarbons and related
facilities and assets and securing obligations that are not overdue by more than 90 days or are
being contested in compliance with Section 5.04;



     (n) pledges and deposits made in the ordinary course of business in compliance with workers’
compensation, unemployment insurance, and other social security laws or regulations;



     (o) deposits to secure the performance of bids, tenders, trade contracts, leases, statutory
obligations, surety and appeal bonds, performance bonds, and other obligations of a like nature, in
each case in the ordinary course of business;



     (p) judgment liens in respect of judgments that do not constitute an Event of Default under
clause (j) of Article VII;



     (q) easements, zoning restrictions, rights-of-way, servitudes, permits, conditions,
exceptions, reservations, and similar encumbrances on real property imposed by law or arising in
the ordinary course of business that do not secure any Indebtedness and do not materially interfere
with the ordinary conduct of business of the Borrower or any Subsidiary;



     (r) rights of a common owner of any interest in property held by Borrower or any Subsidiary as
a common owner;



     (s) farmout, farmin, carried working interest, joint operating, unitization, royalty,
overriding royalty, sales, area of mutual interest, division order, joint venture, partnership and
similar agreements relating to the exploration or development of, or production from, oil and gas
properties incurred in the ordinary course of business and any Lien not securing Indebtedness
created or assumed by the Borrower or any of its Subsidiaries on oil, gas, coal or other mineral or
timber property, owned or leased by the Borrower or any of its Subsidiaries in the ordinary course
of business;



     (t) purchase money and analogous Liens incurred in connection with the acquisition,
development, construction, improvement, repair or replacement of property that is not owned by the
Borrower or any of its Subsidiaries on the Closing Date (including such Liens securing Indebtedness
incurred within 12 months of the date on which such property was acquired, developed, constructed,
improved, repaired or replaced); provided that all such Liens attach only to the property
acquired, developed, constructed, improved, repaired or replaced and the principal amount of the
Indebtedness secured by such Lien shall not exceed the gross cost of the property;



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



16









 





     (v) Liens securing Non-Recourse Debt of a Non-Recourse Subsidiary on the assets (and the
income and proceeds therefrom) of such Non-Recourse Subsidiary that are not owned by the Borrower
or any of its Subsidiaries on the Closing Date and that are acquired, developed, operated and/or
constructed with the proceeds of (i) such Non-Recourse Debt or investments in such Non-Recourse
Subsidiary or (ii) Non-Recourse Debt or investments referred to in clause (i) refinanced in whole
or in part by such Non-Recourse Debt; and (x) Liens securing Non-Recourse Debt of a Non-Recourse
Subsidiary on the assets (and the income and proceeds therefrom) of such Non-Recourse Subsidiary
that are owned by the Borrower or any of its Subsidiaries on the Closing Date (“Existing
Assets”) and that are developed, operated and/or constructed with the proceeds of (i) such
Non-Recourse Debt or investments in such Non-Recourse Subsidiary or (ii) Non-Recourse Debt or
investments referred to in clause (i) refinanced in whole or in part by such Non-Recourse Debt,
provided that the aggregate fair market value (determined as of the Closing Date) of
Existing Assets on which Liens may be granted pursuant to this clause (v) shall not exceed
$250,000,000;



     (w) Liens securing International Debt;



     (x) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date
hereof and set forth in Schedule 1.01;



     (y) Liens on deposits pursuant to any Hedging Agreement entered into by the Borrower or any
Subsidiary in the ordinary course of its business, not to exceed $200,000,000 in the aggregate
amount outstanding at any time;



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



     (aa) Liens on deposits or other security given to secure bids, tenders, trade contracts,
leases, government contracts, or to secure or in lieu of surety and appeal bonds, performance and
return of money bonds, in each case to secure obligations arising in the ordinary course of
business of the Borrower and its Subsidiaries;



     (bb) Liens on deposits or other security given to secure public or statutory obligations and
deposits as security for the payment of taxes, other governmental assessments or other similar
governmental charges, in each case to secure obligations of a Borrower or any of its Subsidiaries
arising in the ordinary course of business;



     (cc) [reserved];



     (dd) Liens in favor of a Borrower or its Subsidiaries.



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



     (ff) production payments, forward sales and similar arrangements and other secured
Indebtedness and Liens not otherwise permitted; provided that the amount of Indebtedness
attributable thereto does not exceed fifteen percent (15%) of Consolidated Net Tangible Assets
determined based upon the financial statements then most recently delivered pursuant to Section
5.01(a) and (b), on the date of incurrence of such production payment, forward sale or similar
arrangement or other secured Indebtedness is entered into and without reduction to Consolidated Net
Tangible Assets on account of any such production payment, forward sale or similar arrangement or
other secured Indebtedness; and



17









 





     (gg) Liens not otherwise permitted by the foregoing clauses in an aggregate principal amount
in excess of fifteen percent (15%) of Consolidated Net Tangible Assets and such other amounts
permitted by the foregoing clauses; provided that at the time such Lien is created, all of the
obligations of the Borrower arising under the Loan Documents will be secured pari passu with the
obligations such Lien is securing pursuant to documentation mutually agreed between the Borrower
and the Administrative Agent.


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




     “Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.



     “Plan” means any employee pension benefit plan (other than a Multiemployer Plan) as
defined in Section 3(2) of ERISA currently maintained by, or in the event such plan has terminated,
to which contributions have been made or an obligation to make such contributions has accrued
during any of the five plan years preceding the date of the termination of such plan by, the
Borrower or any ERISA Affiliate of the Borrower subject to the provisions of Title IV of ERISA or
Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA
Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be)
an “employer” as defined in Section 3(5) of ERISA.



     “Prime Rate” means the rate of interest per annum publicly announced from time to time
by Citibank, N.A. as its prime rate in effect at its principal office in New York, New York. Each
change in the Prime Rate shall be effective from and including the date such change is publicly
announced as being effective.



     “Proved Reserves” means “proved oil and gas reserves”, as such term is defined
pursuant to Rule 4-10(a) of Regulation S-X of the Securities and Exchange Act of 1934, as amended,
and its implementing regulations at 17 C.F.R. § 210.4-10(a).



     “PV” means the calculation of the net present value of projected future cash flows
from Proved Reserves based upon the most recently delivered Reserve Report (using a discount rate
of 9% and the arithmetical average of the customary price deck of the Joint Lead Arrangers as of
the effective date of such Reserve Report and giving effect to the Borrower’s hedging arrangements
and long-term contracts), and using future capital and lease operating cost assumptions proposed by
the Borrower and reasonably acceptable to the Administrative Agent. For purposes of calculating the
PV, a maximum of 35% of the PV value will be included from Proved Reserves that are not proved
developed producing reserves and no PV value will be included from reserves located in countries
other than the United States and Canada. If, during any period between the effective dates of the
Reserve Reports, the aggregate fair market value, in the reasonable opinion of the Borrower, of Oil
and Gas Properties disposed of or purchased by the Borrower and its Subsidiaries shall exceed
$200,000,000 in the aggregate, then the PV for such period shall be reduced or increased, as the
case may be, from time to time, by an amount equal to the value assigned such Oil and Gas
Properties in the most recent calculation of the PV for such period (or if no value was assigned,
by an amount agreed to by the Borrower and Administrative Agent). PV shall reflect



18









 




the deferred revenue with respect to production payments included in Indebtedness, at a value
that is equal to the amount of deferred revenues so included in Indebtedness.




     “Reference Banks” means Citibank, N.A., Barclays Bank PLC, JPMorgan Bank, N.A. and
Bank of America, N.A.



     “Register” has the meaning set forth in Section 9.05(c).



     “Related Parties” means, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, members, partners, employees, agents and
advisors of such Person and such Person’s Affiliates.



     “Required Lenders” means, at any time, Lenders having Credit Exposures and unused
Commitments representing more than 50% of the sum of the total Credit Exposures and unused
Commitments at such time, as such definition may be modified from time to time in accordance with
Section 9.03 hereof.



     “Reserve Report” means a report by the Borrower with respect to the Proved Reserves of
Oil and Gas Properties of the Borrower and its Subsidiaries and audited at least as to 70% of the
PV of such Oil and Gas Properties by Ryder Scott Company, Netherland, Sewell & Associates, Inc.,
DeGolyer & MacNaughton, Miller and Lents, Ltd. or another independent engineering firm selected by
the Borrower and reasonably acceptable to the Administrative Agent.



     “Responsible Officer” means with respect to any other Person, the president, chief
executive officer, chief financial officer, the general counsel, any vice president, the secretary,
any assistant secretary, the treasurer, any assistant treasurer, or the controller of such Person
or any other officer designated as a “Responsible Officer” by the board of directors (or equivalent
governing body) of such Person.



     “Revolving Loan” means a Loan made pursuant to Section 2.02.



     “RMT” means Williams Production RMT Company, a Delaware corporation, and its
Subsidiaries.



     “RMT Loan Agreement” means the Credit Agreement, dated as of February 23, 2007, by and
among Williams Production RMT Company LLC, as counterparty, Williams Production Company, LLC, as
guarantor, Citibank, N.A., as administrative agent, Citigroup Energy Inc., as computation agent,
Calyon New York Branch, as collateral agent and PV Determination agent, Citigroup Global Markets
Inc. and Calyon New York Branch, as joint lead arrangers and co-book runners, and the banks named
therein, as amended, supplemented or otherwise modified from time to time, or any extension,
refinancing or replacement thereof, whether with the same or a different group of lenders.



     “S&P” means Standard & Poor’s Ratings Services, a division of McGraw Hill Companies,
Inc. or its successor.



     “Sale and Leaseback Transaction” of any Person means any arrangement entered into by
such Person or any Subsidiary of such Person, directly or indirectly, whereby such Person or any
Subsidiary of such Person shall sell or transfer any property, whether now owned or hereafter
acquired to any other Person (a “Transferee”), and whereby such first Person or any
Subsidiary of such first Person shall then or thereafter rent or lease as lessee such property or
any part thereof or rent or lease as lessee from such



19









 




Transferee or any other Person other property which such first Person or any Subsidiary of
such first Person intends to use for substantially the same purpose or purposes as the property
sold or transferred.




     “Senior Notes” means any senior unsecured notes issued by the Borrower constituting
Material Indebtedness.



     “Solvent” and “Solvency” means, with respect to any Person on a particular
date, that on such date (a) the fair value of the property of such Person is greater than the total
amount of liabilities, including contingent liabilities, of such Person, (b) the present fair
salable value of the assets of such Person is not less than the amount that will be required to pay
the probable liability of such Person on its debts as they become absolute and matured, (c) such
Person does not intend to, and does not believe that it will, incur debts or liabilities beyond
such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not
engaged in business or a transaction, and is not about to engage in business or a transaction, for
which such Person’s property would constitute an unreasonably small capital. The amount of
contingent liabilities at any time shall be computed as the amount that, in the light of all the
facts and circumstances existing at such time, represents the amount that can reasonably be
expected to become an actual or matured liability.



     “Specified Escrow Arrangements” means cash deposits at one or more financial
institutions for the purpose of funding any potential shortfall in the daily net cash position of
the Borrower or any of its Subsidiaries.



     “Subsidiary” means, with respect to any specified Person:



     (a) any corporation, association or other business entity (other than a partnership or limited
liability company) of which more than 50% of the total voting power of Voting Stock is at the time
owned or controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and



     (b) any partnership (whether general or limited) or limited liability company (i) the sole
general partner or member of which is such Person or a Subsidiary of such Person, or (ii) if there
is more than a single general partner or member, either (A) the only managing general partners or
managing members of which are such Person or one or more Subsidiaries of such Person (or any
combination thereof) or (B) such Person owns or controls, directly or indirectly, a majority of the
outstanding general partner interests, member interests or other Voting Stock of such partnership
or limited liability company, respectively. Unless the context otherwise requires, references
herein to “Subsidiary” or “Subsidiaries” are to a Subsidiary or Subsidiaries of the Borrower.



     Notwithstanding the foregoing, none of the following shall be deemed to be a Subsidiary of the
Borrower at any time: any International Subsidiary, any Non-Recourse Subsidiary or Apco Argentina.



     “Swingline Commitment” means the commitment of the Swingline Lender to make Swingline
Loans. The amount of the Swingline Commitment is $125,000,000.



     “Swingline Due Date” has the meaning set forth in Section 2.10(a).



     “Swingline Exposure” means at any time, the aggregate principal amount of all
Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be
its Applicable Percentage of the total Swingline Exposure at such time.



     “Swingline Lender” means Citibank, N.A.



20









 





     “Swingline Loan” means a Loan made pursuant to Section 2.05.



     “Taxes” means all present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other charges imposed by any Governmental Authority, including
any interest, additions to tax or penalties applicable thereto.



     “Transactions” means the signature and delivery by the Borrower of this Agreement, the
borrowing of Loans, and the issuance of Letters of Credit hereunder.



     “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
LIBO Rate or the Alternate Base Rate.



     “Voting Stock” of any Person as of any date means the Capital Stock of such Person
that is at the time entitled (without regard to the occurrence of any contingency) to vote in the
election of the Board of Directors (or similar governing body) of such Person.



     “Williams” means The Williams Companies, Inc., a Delaware corporation.



     “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of
Subtitle E of Title IV of ERISA.



     “Withholding Agent” means the Administrative Agent.



     “WPX Separation” means the initial public offering of Class A common stock of the
Borrower.



     Section 1.02 Classification of Loans and Borrowings. For purposes of this Agreement,
Loans may be classified and referred to by Type (e.g., a “Eurodollar Loan”) and by Class
(e.g., a “Revolving Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings
also may be classified and referred to by Type (e.g., a “Eurodollar Borrowing”) or by Class
(e.g., a “Revolving Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).



     Section 1.03 Terms Generally. The definitions of terms herein shall apply equally to
the singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The
word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or other document as
from time to time amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference herein to any Person
shall be construed to include such Person’s successors and assigns, (c) the words “herein,”
“hereof” and “hereunder,” and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein
shall, unless otherwise specified, refer to such law or regulation as amended, modified or
supplemented from time to time and (f) the words “asset” and “property” shall be construed to have
the same meaning and effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights.



21









 





     Section 1.04 Accounting Terms; GAAP. All accounting terms not specifically defined
shall be construed in accordance with GAAP. To the extent there are any changes in accounting
standards from December 31, 2010, the financial condition covenants set forth herein will continue
to be determined in accordance with accounting standards in effect on December 31, 2010, as
applicable, until such time, if any, as such financial covenants are adjusted or reset to reflect
such changes in accounting standards and such adjustments or resets are agreed to in writing by the
Borrower and the Administrative Agent (after consultation with the Required Lenders).



ARTICLE II

THE CREDITS




     Section 2.01 Commitments.



     (a) Loans. Subject to the terms and conditions set forth herein, each Lender agrees
to make Revolving Loans to the Borrower from time to time during the Availability Period in an
aggregate principal amount that will not result in (i) such Lender’s Credit Exposure exceeding such
Lender’s Commitment or (ii) the sum of the total Credit Exposures exceeding the Aggregate
Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein,
the Borrower may borrow, prepay and reborrow Revolving Loans.



     (b) [Reserved].



     (c) Increase in Commitments.




     (i) The Borrower shall have the option, without the consent of the Lenders, from time
to time to cause one or more increases in the Aggregate Commitments by adding, subject to
the prior approval of the Administrative Agent and the Issuing Banks (such approval not to
be unreasonably withheld), to this Agreement one or more financial institutions as Lenders
(collectively, the “New Lenders”) or by allowing one or more Lenders to increase
their respective Commitments; provided however that: (A) prior to and after giving
effect to the increase, no Default or Event of Default shall have occurred hereunder and be
continuing, (B) no such increase shall cause the Aggregate Commitments to exceed
$1,800,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent,
and (D) such increase shall be evidenced by a commitment increase agreement in form and
substance reasonably acceptable to the Administrative Agent and executed by the Borrower,
the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments,
if any, and which shall indicate the amount and allocation of such increase in the Aggregate
Commitments and the effective date of such increase (the “Increase Effective Date”).
Each financial institution that becomes a New Lender pursuant to this Section by the
execution and delivery to the Administrative Agent of the applicable commitment increase
agreement shall be a “Lender” for all purposes under this Agreement on the applicable
Increase Effective Date. The Borrower shall borrow and prepay Loans on each Increase
Effective Date (and pay any additional amounts required pursuant to Section 2.16)
to the extent necessary to keep the outstanding Revolving Loans of each Lender ratable with
such Lender’s revised Applicable Percentage after giving effect to any nonratable increase
in the Aggregate Commitments under this Section.




     (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, the
Borrower shall deliver to the Administrative Agent, to the extent requested by the
Administrative Agent, the following in form and substance reasonably satisfactory to the
Administrative Agent:



22









 






     (A) a certificate dated as of the Increase Effective Date, signed by a Responsible
Officer of the Borrower certifying that each of the conditions to such increase set forth in
this Section 2.01(c) shall have occurred and been complied with and that, before and
after giving effect to such increase, (1) the representations and warranties (other than
Added L/C Representations) contained in this Agreement and the other Loan Documents are
true and correct in all material respects on and as of the Increase Effective Date after
giving effect to such increase, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they were true and correct
in all material respects as of such earlier date, and (2) no Default or Event of Default
exists and is continuing;




     (B) such certificates of resolutions or other action, incumbency certificates and/or
other certificates of a Responsible Officer of the Borrower as the Administrative Agent may
reasonably require evidencing the identity, authority and capacity of such Responsible
Officer thereof authorized to act as a Responsible Officer in connection with such increase
agreement, and such documents and certifications as the Administrative Agent may reasonably
require to evidence that the Borrower is validly existing and in good standing in its
jurisdiction of organization; and




     (C) a favorable customary opinion of counsel to the Borrower, relating to such increase
agreement, addressed to the Administrative Agent and each Lender if requested by the
Administrative Agent or such Lenders.




     (iii) The Borrower shall have the option, by agreement with any Lender to (A) after
consultation with the Administrative Agent, cause such Lender to become or cease to be an
Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit
Commitment of any Lender as an Issuing Bank.



     Section 2.02 Revolving Loans and Borrowings.



     (a) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans
made by the Lenders ratably in accordance with their respective Commitments. The failure of any
Lender to make any Loan required to be made by it shall not relieve any other Lender of its
obligations hereunder; provided that the Commitments of the Lenders are several and
no Lender shall be responsible for any other Lender’s failure to make Loans as required.



     (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of
ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at
its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of
such Lender to make such Loan; provided that any exercise of such option shall not
affect the obligation of the Borrower to repay such Loan in accordance with the terms of this
Agreement.



     (c) At the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such
Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less
than $5,000,000. At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in
an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000;
provided that an ABR Revolving Borrowing may be in an aggregate amount that is
equal to the entire unused balance of the Aggregate Commitments or that is required to finance the
reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Borrowings of more
than one Type may be outstanding at the same time; provided that there shall not at
any time be more than a total of 24 Eurodollar Borrowings outstanding.



23









 





     (d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled
to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period
requested with respect thereto would end after the Maturity Date.



     Section 2.03 Requests for Borrowings. To request a Revolving Borrowing, the Borrower
shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar
Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of
the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York
City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be
irrevocable and shall be confirmed promptly by hand delivery, fax or emailed pdf to the
Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic
and written Borrowing Request shall specify the following information in compliance with
Section 2.02:




          (i) the aggregate amount of the requested Borrowing;




          (ii) the date of such Borrowing, which shall be a Business Day;




          (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;




          (iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be
applicable thereto, which shall be a period contemplated by the definition of the term
“Interest Period”; and




          (v) the location and number of the Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of Section 2.07.


If no election as to the Type of Revolving Borrowing is specified, then the requested Borrowing
shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested
Eurodollar Revolving Borrowing, then the Borrower shall be deemed to have selected an Interest
Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance
with this Section, the Administrative Agent shall advise each Lender of the details thereof and of
the amount of such Lender’s Loan to be made as part of the requested Borrowing.




     Section 2.04 [Reserved].



     Section 2.05 Swingline Loans.



     (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make
Swingline Loans in dollars to the Borrower from time to time during the Availability Period in an
aggregate principal amount at any time outstanding that will not result in (i) the aggregate
principal amount of outstanding Swingline Loans exceeding the Swingline Commitment or (ii) the
total Credit Exposures exceeding the total Commitments; provided that the Swingline Lender
shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within
the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may
borrow, prepay and reborrow Swingline Loans. Each Swingline Loan shall be in an amount that is an
integral multiple of $1,000,000 and not less than $5,000,000; provided, that a Swingline Loan may
be in an aggregate amount that is equal to the entire available balance of the Swingline Commitment
or that is required to finance the reimbursement of an LC Disbursement as contemplated by
Section 2.06(e).



     (b) To request a Swingline Loan, the Borrower shall notify the Swingline Lender (with a copy
to the Administrative Agent) of such request by telephone (confirmed by telecopy), not later than
1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be



24









 




irrevocable and shall specify the requested date (which shall be a Business Day) and amount of
the requested Swingline Loan. The Swingline Lender will make such amount received available to the
Borrower by means of a credit to the general deposit account of the Borrower with the
Administrative Agent (or, in the case of a Swingline Loan made to finance the reimbursement of an
LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing
Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.




     (c) The Swingline Lender may by written notice given to the Administrative Agent not later
than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire
participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such
notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate.
Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each
Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or
Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided
above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s
Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that
its obligation to acquire participations in Swingline Loans pursuant to this Section
2.05(c) is absolute and unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or reduction or termination of the
Commitments, and that each such payment shall be made without any offset, abatement, withholding or
reduction whatsoever. Each Lender shall comply with its obligation under this Section
2.05(c) by wire transfer of immediately available funds, in the same manner as provided in
Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall
apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent
shall promptly pay to the Swingline Lenders the amounts so received by it from the Lenders. The
Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired
pursuant to this Section 2.05(c), and thereafter payments in respect of such Swingline Loan
shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by
the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a
Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations
therein shall be promptly remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that
shall have made their payments pursuant to this Section 2.05(c) and to the Swingline
Lender, as their interests may appear; provided that any such payment so remitted shall be repaid
to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such
payment is required to be refunded to the Borrower for any reason. The purchase of participations
in a Swingline Loan pursuant to this Section 2.05(c) shall not relieve the Borrower of any
default in the payment thereof.



     (d) Except to the extent the Swingline Exposure of a Defaulting Lender has been reallocated
pursuant to clause (e) below, the Swingline Lender shall not be obligated to make any Swingline
Loan at a time when any other Lender is a Defaulting Lender, unless such Swingline Lender has
entered into arrangements (which may include the delivery of cash collateral) with the Borrower or
such Defaulting Lender which are satisfactory to such Swingline Lender in its sole discretion to
protect them against the risk of non-payment by such Defaulting Lender. Any cash collateral
provided pursuant to this clause (d) shall be deposited in an interest bearing account promptly
after the execution of the appropriate deposit account agreement and establishment of such account
from which the Administrative Agent will release interest to the Borrower on a periodic basis.



     (e) If a Lender becomes, and during the period it remains, a Defaulting Lender, (i) the
Swingline Exposure of such Defaulting Lender will, subject to the limitation in the first proviso
below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender)
among the Non-Defaulting Lenders pro rata in accordance with their respective Commitments;
provided that (A) the



25









 




sum of each Non-Defaulting Lender’s total Credit Exposure may not in any event exceed the
Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (B)
neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will
constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing
Banks, the Swingline Lender or any other Lender may have against such Defaulting Lender or cause
such Defaulting Lender to be a Non-Defaulting Lender and (ii) promptly on demand by the Swingline
Lender from time to time, the Borrower shall prepay Swingline Loans in an amount of the Swingline
Exposure of such Defaulting Lender (after giving effect to clause (i) of this Section
2.05(e)).



Section 2.06 Letters of Credit.




     (a) General. Subject to the terms and conditions set forth herein, the Borrower may
request the issuance of Letters of Credit under the Commitments for its own account or for the
account of any Subsidiary of it, in a form reasonably acceptable to the Administrative Agent and
the applicable Issuing Bank, at any time and from time to time during the Availability Period. In
the event of any inconsistency between the terms and conditions of this Agreement and the terms and
conditions of any form of letter of credit application or other agreement submitted by the Borrower
to, or entered into by the Borrower with, an Issuing Bank relating to any Letter of Credit, the
terms and conditions of this Agreement shall control. For the avoidance of doubt, any
representations, warranties and events of default in any such letter of credit application or other
agreement shall have no effect. Notwithstanding that a Letter of Credit issued or outstanding
hereunder is in support of any obligations of, or is for the account of, a Subsidiary of the
Borrower, the Borrower requesting a Letter of Credit for a Subsidiary of it shall be obligated to
reimburse the applicable Issuing Bank hereunder for any and all drawings under such Letter of
Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of
its Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives
substantial benefits from the businesses of its Subsidiaries.



     (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request
the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its
terms) or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or fax (or
transmit by electronic communication, if arrangements for doing so have been approved by the
applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business
Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested
date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, a
notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be
amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension
(which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall
comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and
address of the beneficiary thereof and such other information as shall be necessary to prepare,
amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, the Borrower also
shall submit a letter of credit application on such Issuing Bank’s standard form in connection with
any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or
extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of
Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such
issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit
issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at
such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does
not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of
the total Credit Exposures shall not exceed the Aggregate Commitments.



     (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) the date one year after the date of the issuance of such Letter of
Credit (or, in the case of



26









 




any renewal or extension thereof, one year after such renewal or extension) and (ii) the date
that is seven Business Days prior to the Maturity Date; provided, if the Borrower so
requests, an Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of
Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”);
provided that any such Auto-Renewal Letter of Credit must permit such Issuing Bank to
prevent any such renewal at least once in each twelve-month period (commencing with the date of
issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than
(A) thirty (30) days before the end of such twelve-month period, or (B) such later date to be
agreed upon at the time such Letter of Credit is issued (the “Nonrenewal Notice Date”).
Once an Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have
authorized (but may not require) such Issuing Bank to permit the renewal of such Letter of Credit
at any time prior to the date set forth in clause (ii) of this Section 2.06(c);
provided that the expiry date of such Letter of Credit shall be no later than the date set
forth in clause (ii) of this Section 2.06(c).




     (d) Participations. By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing the amount thereof) and without any further action on the part of any
Issuing Bank or the Lenders, each Issuing Bank hereby grants to each Lender, and each Lender hereby
acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s
Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit.
In consideration and in furtherance of the foregoing, each Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank,
such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not
reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any
reimbursement payment required to be refunded to the Borrower for any reason. Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in
respect of Letters of Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or
the occurrence and continuance of a Default or reduction or termination of the Aggregate
Commitments, and that each such payment shall be made without any offset, abatement, withholding or
reduction whatsoever.



     (e) Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a
Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative
Agent an amount equal to such LC Disbursement on the date that such LC Disbursement is made, if the
Borrower shall have received notice of such LC Disbursement prior to 9:00 a.m., New York City time,
on such date, or, if such notice has not been received by the Borrower prior to such time on such
date, then on the Business Day immediately following the day that the Borrower receives such
notice; provided that the Borrower may, subject to the conditions to borrowing set
forth herein, request in accordance with Sections 2.03 or 2.05 that such payment be
financed with an ABR Revolving Borrowing or a Swingline Loan in an equivalent amount and, to the
extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced
by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such
payment when due, the Administrative Agent shall notify each Lender of the applicable LC
Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s
Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to
the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in
the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and
Section 2.07 shall apply, mutatis mutandis, to the payment obligations of
the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the
amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent
of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall
distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made
payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and the
applicable Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to
this paragraph to reimburse an Issuing Bank for any



27









 




LC Disbursement (other than the funding of ABR Revolving Loans or Swingline Loan as contemplated above) shall
not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC
Disbursement.




     (f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as
provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and
shall be performed strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other
document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any
respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an
Issuing Bank under a Letter of Credit against presentation of a draft or other document that does
not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of
this Section, constitute a legal or equitable discharge of, or provide a right of setoff against,
the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the
Issuing Banks, nor any of their Related Parties, shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or
failure to make any payment thereunder (irrespective of any of the circumstances referred to in the
preceding sentence), or any error, omission, interruption, loss or delay in transmission or
delivery of any draft, notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of an Issuing Bank;
provided that the foregoing shall not be construed to excuse any Issuing Bank from
liability to the Borrower to the extent of any direct damages (as opposed to consequential damages,
claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable
law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when
determining whether drafts and other documents presented under a Letter of Credit comply with the
terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or
willful misconduct on the part of an Issuing Bank (as finally determined by a court of competent
jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof, the parties agree
that, with respect to documents presented which appear on their face to be in substantial
compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or refuse to accept and
make payment upon such documents if such documents are not in strict compliance with the terms of
such Letter of Credit.



     (g) Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter of
Credit. The applicable Issuing Bank shall promptly notify the Administrative Agent and the
Borrower by telephone (confirmed by fax or such electronic communication that has been approved by
the applicable Issuing Bank) of such demand for payment and whether such Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any failure to give or delay
in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing
Bank and the Lenders with respect to any such LC Disbursement.



     (h) Interim Interest. If an Issuing Bank shall make any LC Disbursement, then, unless
the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made,
the unpaid amount thereof shall bear interest, for each day from and including the date such LC
Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement,
at the rate per annum then applicable to ABR Revolving Loans; provided that, if the
Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this
Section, then Section 2.13(d) shall apply.



28









 




Interest accrued pursuant to this paragraph
shall be for the account of the applicable Issuing Bank, except
that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e)
of this Section to reimburse such Issuing Bank shall be for the account of such Lender to the
extent of such payment.




     (i) Replacement of an Issuing Bank. Any Issuing Bank may be replaced at any time,
after consultation with the Administrative Agent, by written agreement among the Borrower, the
replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the
Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become
effective, the Borrower shall pay all unpaid fees owed by it and accrued for the account of the
replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of
any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of
an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and
(ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to
any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context
shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall
remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank
under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but
shall not be required to issue additional Letters of Credit.



     (j) Cash Collateralization.




     (i) If any Event of Default shall occur and be continuing and if the maturity of the
Loans has been accelerated pursuant to Article VII, on the Business Day that the
Borrower receives notice from the Administrative Agent upon written request of the Required
Lenders demanding Cash Collateralization pursuant to this paragraph, the Borrower shall Cash
Collateralize an amount in cash equal to the LC Exposure for all outstanding Letters of
Credit requested by it as of such date plus any accrued and unpaid interest thereon;
provided that the obligation to Cash Collateralize the LC Exposure shall become effective
immediately, and such Cash Collateral shall become immediately due and payable, without
demand or other notice of any kind, upon the occurrence of any Event of Default described in
clause (g) or (h) of Article VII. Such deposit shall be held by the Administrative
Agent as collateral for the payment and performance of the obligations of the Borrower under
this Agreement. The Administrative Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal, over such account. Other than any interest
earned on the investment of such deposits, which investments shall be made at the option and
sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such
deposits shall not bear interest. Interest or profits, if any, on such investments shall
accumulate in such account. Moneys in such account shall be applied by the Administrative
Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been
reimbursed by the Borrower and, to the extent not so applied, shall be held for the
satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such
time or, if the maturity of the Loans has been accelerated (but subject to the consent of
Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be
applied to satisfy other obligations of the Borrower under this Agreement. To the extent
not applied as aforesaid, any cash collateral provided hereunder shall be returned in full
to the Borrower within three Business Days after all Events of Default have been cured or
waived or, in full or in part, as necessary to cause the amount of such cash collateral not
to exceed the aggregate LC Exposure.




     (ii) If any Lender becomes, and during the period it remains, a Defaulting Lender, if
any Letter of Credit is at the time outstanding, any Issuing Bank (unless such Issuing Bank
is a Defaulting Lender), except to the extent the Commitments have been reallocated pursuant
to Section 2.06(k), by notice to the Borrower which requested or has requested the
issuance of such



29









 







Letters of Credit through the Administrative Agent, may require such
Borrower to Cash
Collateralize within seven (7) Business Days the obligations of the Borrower to the
Issuing Banks in respect of such Letters of Credit in an amount equal to the aggregate
amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender
in respect thereof, or to make other arrangements satisfactory to the Administrative Agent
and to the applicable Issuing Bank(s) in their sole discretion to protect them against the
risk of non-payment by such Defaulting Lender. Any cash collateral provided pursuant to
this clause (ii) shall be deposited in an interest bearing account promptly after the
execution of the appropriate deposit account agreement and establishment of such account
from which the Administrative Agent will release interest to the Borrower on a periodic
basis.



     (k) Reallocation of Defaulting Lender Commitment, Etc. If a Lender becomes, and
during the period it remains, a Defaulting Lender, the LC Exposure of such Defaulting Lender will,
subject to the limitation in the first proviso below, automatically be reallocated (effective on
the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders pro rata in
accordance with their respective Commitments; provided that (a) the sum of each Non-Defaulting
Lender’s total Credit Exposure may not in any event exceed the Commitment of such Non-Defaulting
Lender as in effect at the time of such reallocation and (b) neither such reallocation nor any
payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any
claim the Borrower, the Administrative Agent, the Issuing Banks or any other Lender may have
against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender.



     (l) Addition of Letters of Credit. If (i) an Issuing Bank has, at the request of the
Borrower, issued a letter of credit in Dollars other than under this Agreement, (ii) the Borrower
decides to add such letter of credit (an “Added Letter of Credit”) to this Agreement as a
Letter of Credit and (iii) such Issuing Bank consents in writing (such consent, and any funding of
a draw under such letter of credit, are deemed made by such Issuing Bank in reliance on the
agreements of the other Lenders pursuant to this Section 2.06) to such letter of credit
becoming an Added Letter of Credit, then the Borrower shall give the Administrative Agent and such
Issuing Bank at least three Business Days’ (or such shorter period as agreed to by the
Administrative Agent and such Issuing Bank) prior notice requesting that such letter of credit be
so added, specifying the Business Day such letter of credit is to be added to this Agreement and
attaching thereto a copy of such letter of credit, by hand delivering, faxing or transmitting by
electronic communication, if arrangements for doing so have been approved by the applicable Issuing
Bank, to the applicable Issuing Bank and the Administrative Agent. On the Business Day so
specified for such letter of credit, such letter of credit shall become an Added Letter of Credit
and become a Letter of Credit deemed issued under this Agreement by the Issuing Bank specified in
the relevant notice (the date such letter of credit so becomes an Added Letter of Credit being the
“Added L/C Effective Date” for such letter of credit), if and only if (and, in the case of
clauses (A) and (B) below, upon adding such letter of credit the Borrower shall be deemed to
represent and warrant that), (A) after giving effect to such inclusion (w) the LC Exposure in
respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all
Letter of Credit Commitments at such time, (y) the LC Exposure in respect of all Letters of Credit
issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at
such time and (z) the sum of the total Credit Exposures shall not exceed the Aggregate Commitments,
(B) such letter of credit complies in all other respects with this Section 2.06, and (C)
such Issuing Bank notifies the Administrative Agent, on or before such Added L/C Effective Date,
that such letter of credit is or will become, as of such Added L/C Effective Date, an Added Letter
of Credit.



     (m) Existing Letters of Credit. The parties hereto acknowledge and agree that all
Existing Letters of Credit are deemed to be issued under this Agreement by the applicable Issuing
Bank at the request of the Borrower and shall constitute Letters of Credit hereunder for all
purposes (including Section 2.06(d) and Section 2.06(e)), and no notice requesting
issuance thereof shall be required



30









 




hereunder. Each reference herein to the issuance of a Letter of
Credit shall include any such deemed
issuance. All fees accrued on the Existing Letters of Credit to but excluding the date hereof
shall be for the account of the applicable “Issuing Bank” and the “Lenders” (as those terms are
used in the Existing Credit Agreement) as provided in the Existing Credit Agreement, and all fees
accruing on the Existing Letters of Credit on and after the date hereof shall be for the account of
the applicable Issuing Bank thereof and the Lenders as provided herein.




     Section 2.07 Funding of Borrowings.



     (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof
by wire transfer of immediately available funds by 1:00 p.m., New York City time, to the account of
the Administrative Agent most recently designated by it for such purpose by notice to the Lenders;
provided that Swingline Loans shall be made as provided in Section 2.05. The
Administrative Agent will make such Loans available to the Borrower by promptly crediting the
amounts so received, in like funds, to an account designated by the Borrower in the applicable
Borrowing Request; provided that ABR Revolving Loans made to finance the
reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the
Administrative Agent to the applicable Issuing Bank.



     (b) Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the Administrative Agent
such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has
made such share available on such date in accordance with this Section 2.07 and may, in
reliance upon such assumption, make available to the Borrower a corresponding amount. In such
event, if a Lender has not in fact made its share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to the Borrower to but excluding the
date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such
Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a
payment to be made by the Borrower, the interest rate applicable to ABR Loans. If the Borrower and
such Lender shall pay such interest to the Administrative Agent for the same or an overlapping
period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest
paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to
the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in
such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower
may have against a Lender that shall have failed to make such payment to the Administrative Agent.



     Section 2.08 Interest Elections.



     (a) Each Revolving Borrowing initially shall be of the Type specified in the applicable
Borrowing Request and, in the case of a Eurodollar Revolving Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to
convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a
Eurodollar Revolving Borrowing, may elect Interest Periods therefor, all as provided in this
Section. The Borrower may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be
considered a separate Borrowing.



     (b) To make an election pursuant to this Section, the Borrower shall notify the Administrative
Agent of such election by telephone by the time that a Borrowing Request would be



31









 




required under
Section 2.03 if the Borrower were requesting a Revolving Borrowing of the Type resulting
from such election to be made on the effective date of such election. Each such telephonic
Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery,
fax or emailed pdf to the Administrative Agent of a written Interest Election Request signed by the
Borrower.




     (c) Each telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.03:




     (i) the Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the portions thereof
to be allocated to each resulting Borrowing (in which case the information to be specified
pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);




     (ii) the effective date of the election made pursuant to such Interest Election
Request, which shall be a Business Day;




     (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing; and




     (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.


If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an
Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one
month’s duration.




     (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall
advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.



     (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a
Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing and the Administrative Agent, at the request of the Required
Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no
outstanding Revolving Borrowing of the Borrower may be converted to or continued as a Eurodollar
Borrowing and (ii) unless repaid, each Eurodollar Revolving Borrowing of the Borrower shall be
converted to an ABR Borrowing at the end of the Interest Period applicable thereto.



     Section 2.09 Termination and Reduction of Commitments.



     (a) Unless previously terminated, the Aggregate Commitments shall terminate on the earlier of
(i) November 30, 2011 if the Effective Date has not occurred on or before such date and (ii) the
Maturity Date.



     (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate
Commitments or the Letter of Credit Commitments; provided that (i) each reduction
of the Aggregate Commitments or the Letter of Credit Commitments shall be in an amount that is an
integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrower shall not terminate
or reduce the Aggregate Commitments if, after giving effect to any concurrent prepayment of the
Loans in accordance with Section 2.11, the sum of the Credit Exposures would exceed the
Aggregate Commitments, (iii) the



32









 




Borrower shall not terminate or reduce the Letter of Credit
Commitments if the LC Exposure would
exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of
Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the
aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such
Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less
than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit
Commitments are correspondingly reduced at the same time.




     (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce
the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section
at least three Business Days prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof. Promptly following receipt of any notice,
the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered
by the Borrower pursuant to this Section shall be irrevocable; provided that a
notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by
the Borrower may state that such notice is conditioned upon the effectiveness of other credit
facilities or another event, in which case such notice may be revoked by the Borrower (by notice to
the Administrative Agent on or prior to the specified effective date) if such condition is not
satisfied. Any termination or reduction of the Aggregate Commitments or the Letter of Credit
Commitments shall be permanent; provided that nothing in this provision shall effect the Borrower’s
ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii).
Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance
with their respective Commitments, except as provided in clause (d) below. Each reduction of the
Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate
Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing
Banks in accordance with their respective Letter of Credit Commitments.



     (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit
Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent
(which will promptly notify the Lenders thereof), provided that such termination will not
be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the
Issuing Banks or any Lender may have against such Defaulting Lender.



     (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their
terms survive termination of the Commitments of the Borrower, including, without limitation, those
provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall
remain in full force and effect.



     Section 2.10 Repayment of Loans; Evidence of Debt.



     (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for
the ratable account of each Lender the then unpaid principal amount of each Revolving Loan (and all
accrued and unpaid interest thereon) made to the Borrower on the Maturity Date and (ii) with
respect to Swingline Loans made to it, to the Swingline Lender the then unpaid principal amount of
each Swingline Loan on the earlier of the Maturity Date and the Swingline Due Date. “Swingline
Due Date” means for each Swingline Loan, the next Business Day from the date the Swingline Loan
has been disbursed. On each date that a Revolving Borrowing is made, the Borrower shall repay the
amount of any outstanding Swingline Loans that exceeds $20,000,000.



     (b) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such



33









 







Lender, including the amounts of principal and interest payable and paid to such Lender from time
to time hereunder.



     (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount
of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the
amount of any principal or interest due and payable or to become due and payable from the Borrower
to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder for the account of the Lenders and each Lender’s share thereof.



     (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this
Section shall be prima facie evidence of the existence and amounts of the
obligations recorded therein; provided that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not in any manner affect
the obligation of the Borrower to repay the Loans made to the Borrower in accordance with the terms
of this Agreement.



     (e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such
event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to
the order of such Lender and substantially in the form of note attached hereto as Exhibit E.
Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 9.05) be represented by one or more
promissory notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).



     Section 2.11 Prepayment of Loans.



     (a) The Borrower shall have the right at any time and from time to time to prepay any
Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this
Section.



     (b) The Borrower shall notify the Administrative Agent by telephone (confirmed by hand
delivery, fax or emailed pdf) of any prepayment hereunder not later than 11:00 a.m., New York City
time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the
prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid;
provided that, any such notice of prepayment may be conditioned upon the
effectiveness of other credit facilities or another event. Promptly following receipt of any such
notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Borrowing shall be in an amount that is an integral
multiple of $1,000,000 and not less than $5,000,000. Each prepayment of a Borrowing shall be
applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied
by accrued interest to the extent required by Section 2.13.



     Section 2.12 Fees.



     (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender
(other than a Defaulting Lender) a commitment fee on the daily average unused amount of the
Commitment of such Lender without giving effect to such Lender’s Swingline Exposure for the period
from and including the Effective Date up to, but excluding, the date on which the Aggregate
Commitments have been terminated at the Applicable Rate for commitment fees. Accrued commitment
fees shall be payable in arrears on the last Business Day of March, June, September and December of
each year and on the date on which the Aggregate Commitments terminate, commencing on the first
such date to occur after the Effective Date. All commitment fees shall be computed on the basis of
a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).



34









 





     (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender
(other than a Defaulting Lender) a participation fee with respect to its participations in Letters
of
Credit (other than with respect to Letters of Credit which have been Cash Collateralized to
the extent of such Cash Collateralization) issued at the request of the Borrower, which shall
accrue at the same Applicable Rate as interest on Eurodollar Loans on the average daily amount of
such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Effective Date to but excluding the date on
which such Lender ceases to have any LC Exposure, and (ii) to the applicable Issuing Bank a
fronting fee, which shall accrue at the rate of 0.15% per annum on the average daily amount of the
LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during
the period from and including the Effective Date to but excluding the date on which there ceases to
be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance,
amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder.
Participation fees and fronting fees accrued through and including the last day of March, June,
September and December of each year shall be payable quarterly on the third Business Day following
the last day of March, June, September and December of each year, commencing on the first such date
to occur after the Effective Date; provided that all such fees shall be payable on
the date on which the Aggregate Commitments terminate and any such fees accruing after the date on
which the Aggregate Commitments terminate shall be payable on demand. Any other fees payable to
the Issuing Banks pursuant to this paragraph shall be payable within 10 days after demand. All
participation fees and fronting fees shall be computed on the basis of a year of 365 days (or 366
days in a leap year) and shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). All fees accrued on a letter of credit that becomes an
Added Letter of Credit, to but excluding the Added L/C Effective Date for such Added Letter of
Credit shall be for the account of the entity that issued such Added Letter of Credit, and all fees
accruing on such letter of credit on and after such Added L/C Effective Date shall be for the
account of the relevant Issuing Bank thereof and the Lenders as provided herein.



     (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable
in the amounts and at the times separately agreed upon between the Borrower and the Administrative
Agent set forth in the applicable Fee Letter between the Borrower and the Administrative Agent.



     (d) The Borrower agrees to pay to the Joint Lead Arrangers, for their own account, fees
payable in the amounts and at the times separately agreed upon among the Borrower and the Joint
Lead Arrangers set forth in the applicable Fee Letter among the Borrower and the Joint Lead
Arrangers.



     (e) The Borrower agrees to pay to the Administrative Agent for the account of each Lender
(other than a Defaulting Lender) a ticking fee on the amount of the Commitment of such Lender for
the period from and including the ninetieth (90th) day after the Closing Date up to, but
excluding, the earlier to occur of (i) the Effective Date and (ii) November 30, 2011 at (A) if
there are no ratings from S&P and Moody’s with respect to the Borrower’s Index Debt, 0.325% and (B)
if there are ratings from S&P and Moody’s with respect to the Borrower’s Index Debt, the Applicable
Rate for ticking fees. Accrued ticking fees shall be payable in arrears on the earlier to occur of
(A) the Effective Date and (B) November 30, 2011. All ticking fees shall be computed on the basis
of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).



     (f) All fees payable hereunder shall be paid on the dates due, in immediately available funds,
to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it)
for distribution, in the case of facility fees and participation fees, to the Lenders or the Joint
Lead Arrangers, as applicable. Fees paid shall not be refundable under any circumstances.



35









 





     (g) Anything herein to the contrary notwithstanding, during such period as a Lender is a
Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such
period pursuant to this Section 2.12 (without prejudice to the rights of the Lenders other
than Defaulting Lenders in respect of such fees) nor shall any such fee be payable by the Borrower,
provided that (a) for the avoidance of doubt and without duplication of fees, to the extent
that a portion of the Swingline Exposure or the LC Exposure of such Defaulting Lender is
reallocated to the Non-Defaulting Lenders pursuant to Section 2.05(e) or Section
2.06(k), respectively, such fees that would have accrued for the benefit of such Defaulting
Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders (other
than with respect to Letters of Credit which have been Cash Collateralized to the extent of such
Cash Collateralization), pro rata in accordance with their respective Commitments,
and (b) to the extent any portion of such Swingline Exposure or LC Exposure cannot be so
reallocated, such fees will instead accrue for the benefit of and be payable to the Issuing Banks
as their interests appear (and the pro rata payment provisions of Section
2.18 will automatically be deemed adjusted to reflect the provisions of this Section).



     Section 2.13 Interest.



     (a) The Loans comprising each ABR Borrowing shall bear interest on each day at the Alternate
Base Rate for such day plus the Applicable Rate.



     (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the LIBO Rate for
the Interest Period in effect for such Borrowing plus the Applicable Rate.



     (c) The Swingline Loans shall bear interest on each day at the Alternate Base Rate for such
day plus the Applicable Rate.



     (d) Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event
of Default with respect to the Borrower, if any principal of or interest on any Loan or any fee or
other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity,
upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus
the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section
or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in
paragraph (a) of this Section.



     (e) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and upon termination of the Aggregate Commitments; provided that (i)
interest accrued pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the
event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to
the end of the Availability Period), accrued interest on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment and (iii) in the event of any
conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued
interest on such Loan shall be payable on the effective date of such conversion.



     (f) All interest determined by reference to the LIBO Rate or clauses (b) or (c) of the
definition of Alternate Base Rate shall be computed on the basis of a year of 360 days, and all
other interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year),
and in each case shall be payable for the actual number of days elapsed (including the first day
but excluding the last day). The applicable Alternate Base Rate or LIBO Rate shall be determined
by the Administrative Agent, and such determination shall be conclusive absent manifest error.



36









 





     (g) The Borrower shall pay to each Lender, so long as such Lender shall be required under
regulations of the Board of Governors of the Federal Reserve System of the United States of America
to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency
Liabilities, additional interest on the unpaid principal amount of each Borrowing of such Lender
during such periods as such Borrowing is a Eurodollar Borrowing, from the date of such Borrowing
until such principal amount is paid in full, at an interest rate per annum equal at all times to
the remainder obtained by subtracting (i) the LIBO Rate for the Interest Period in effect for such
Eurodollar Borrowing from (ii) the rate obtained by dividing such LIBO Rate by a percentage equal
to 100% minus the Eurodollar Rate Reserve Percentage of such Lender for such Interest Period. Such
additional interest shall be determined by such Lender. The Borrower shall from time to time,
within 15 days after demand (which demand shall be accompanied by a certificate comporting with the
requirements set forth in Section 2.15(c)) by such Lender (with a copy of such demand and
certificate to the Administrative Agent) pay to the Lender giving such notice such additional
interest; provided, however, that the Borrower shall not be required to pay to such Lender
any portion of such additional interest that accrued more than 90 days prior to any such demand,
unless such additional interest was not determinable on the date that is 90 days prior to such
demand.



     Section 2.14 Alternate Rate of Interest. If prior to the commencement of any Interest
Period for a Eurodollar Borrowing:



     (a) the Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining the LIBO Rate, as
applicable, for such Interest Period; or



     (b) the Administrative Agent is advised by the Required Lenders that the LIBO Rate, as
applicable, for such Interest Period will not adequately and fairly reflect the cost to such
Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;


then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by
telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent
notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer
exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing
to, or continuation of any Revolving Borrowing as, a Eurodollar Revolving Borrowing shall be
ineffective, and (ii) if any Borrowing Request requests a Eurodollar Revolving Borrowing, such
Borrowing shall be made as an ABR Revolving Borrowing; provided that if the circumstances
giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings
shall be permitted.




     Section 2.15 Increased Costs.



     (a) Increased Costs Generally. If any Change in Law shall:




          (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for the account
of, or credit extended or participated in by, any Lender Party;




          (ii) subject any Lender Party to any tax of any kind whatsoever with respect to this
Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar
Loan made by it, or change the basis of taxation of payments to such Lender Party in respect
thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.17 and the
imposition of, or any change in the rate of, any Excluded Tax payable by such Lender Party);
or



37









 






          (iii) impose on any Lender Party or the London interbank market any other condition,
cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any
Letter of Credit or participation therein;


and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan), or to
increase the cost to such Lender Party of participating in, issuing or maintaining any Letter of
Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to
reduce the amount of any sum received or receivable by such Lender Party hereunder (whether of
principal, interest or any other amount) then, upon request of such Lender Party, the Borrower will
pay to such Lender Party such additional amount or amounts as will compensate such Lender Party for
such additional costs incurred or reduction suffered, in each case to the extent applicable to the
Loans or LC Exposure related to the Borrower.




     (b) Capital Requirements. If any Lender Party determines that any Change in Law
affecting such Lender Party or any lending office of such Lender Party or such Lender Party’s
holding company, if any, regarding capital requirements has or would have the effect of reducing
the rate of return on such Lender Party’s capital or on the capital of such Lender Party’s holding
company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans
made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit
issued by such Issuing Bank, to a level below that which such Lender Party or such Lender Party’s
holding company could have achieved but for such Change in Law (taking into consideration such
Lender Party’s policies and the policies of such Lender Party’s holding company with respect to
capital adequacy), then from time to time the Borrower will pay to such Lender Party such
additional amount or amounts as will compensate such Lender Party or such Lender Party’s holding
company for any such reduction suffered, in each case to the extent applicable to the Loans or LC
Exposure related to the Borrower.



     (c) Certificates for Reimbursement. A certificate of a Lender Party setting forth the
amount or amounts necessary to compensate such Lender Party or its holding company, as the case may
be, as specified in paragraph (a) or (b) of this Section, showing the computation thereof and
delivered to the Borrower shall be conclusive absent manifest error. Such certificate shall
further certify that such Lender Party is making similar demands of its other similarly situated
borrowers. The Borrower shall pay such Lender Party the amount shown as owed by it and due on any
such certificate within 10 days after receipt thereof.



     (d) Delay in Requests. Failure or delay on the part of any Lender Party to demand
compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to
demand such compensation, provided that the Borrower shall not be required to compensate a
Lender Party pursuant to this Section for any increased costs incurred or reductions suffered more
than ninety days prior to the date that such Lender Party notifies the Borrower of the Change in
Law giving rise to such increased costs or reductions and of such Lender Party’s intention to claim
compensation therefor (except that, if the Change in Law giving rise to such increased costs or
reductions is retroactive, then the ninety day period referred to above shall be extended to
include the period of retroactive effect thereof).



     Section 2.16 Break Funding Payments. In the event of (a) the payment of any principal
of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto
(including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other
than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice may be revoked under Section 2.11(b) and is revoked in
accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of
the Interest Period applicable thereto as a result of a request by the Borrower



38









 




pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each
Lender for the loss, cost and expense (excluding loss of anticipated profits) attributable to such
event. A certificate of any Lender setting forth, in reasonable detail showing the computation
thereof, any amount or amounts that such Lender is entitled to receive pursuant to this Section
shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower
shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt
thereof, if such certificate complies herewith.




     Section 2.17 Taxes.



     (a) Payments Free of Taxes. Any and all payments by or on account of any obligation
of the Borrower hereunder or under any other Loan Document shall be made free and clear of and
without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if
the Borrower shall be required by applicable law to deduct any Indemnified Taxes (including any
Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to additional sums payable
under this Section) the Administrative Agent or Lender Party, as the case may be, receives an
amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower
shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.



     (b) Payment of Other Taxes by Borrower. Without limiting the provisions of paragraph
(a) above, the Borrower shall timely pay any Other Taxes related to it to the relevant Governmental
Authority in accordance with applicable law.



     (c) Indemnification by Borrower. The Borrower shall indemnify the Administrative
Agent and each Lender Party, within 10 days after demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on
or attributable to amounts payable under this Section) related to it and paid by the Administrative
Agent or such Lender Party and any penalties, interest and reasonable expenses arising therefrom or
with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to the Borrower by a Lender Party (with a copy to the
Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender
Party shall be conclusive absent manifest error.



     (d) Evidence of Payments. As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.



     (e) Status of Lenders. Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the Borrower is resident
for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments
hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by
the Borrower or the Administrative Agent, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made without withholding or at a
reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the
Administrative Agent, shall deliver such other documentation prescribed by applicable law or
reasonably requested by the Borrower or the Administrative Agent as will enable the



39









 




Borrower or the Administrative Agent to determine whether or not such Lender is subject to
backup withholding or information reporting requirements.



Without limiting the generality of the foregoing, in the event that the Borrower is resident for
tax purposes in the United States of America, any Foreign Lender shall deliver to the Borrower and
the Administrative Agent (in such number of copies as shall be requested by the recipient) on or
prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time
to time thereafter upon the request of the Borrower or the Administrative Agent, but only if such
Foreign Lender is legally entitled to do so), whichever of the following is applicable:





          (i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility
for benefits of an income tax treaty to which the United States of America is a party,




          (ii) duly completed copies of Internal Revenue Service Form W-8ECI,




          (iii) in the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that
such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the
Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section
881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section
881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service Form
W-8BEN,




          (iv) if a payment made to a Foreign Lender under any Loan Document would be subject to
any withholding Taxes as a result of such Foreign Lender’s failure to comply with the
requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code),
at the time or times prescribed by law and at such time or times reasonably requested by the
Withholding Agent, such documentation prescribed by applicable law (including as prescribed
by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Withholding Agent as may be necessary for the Withholding Agent to comply
with its obligations under FATCA, to determine that such Foreign Lender has or has not
complied with such Foreign Lender’s obligations under FATCA or to determine the amount to
deduct and withhold from such payment, or




          (v) any other form prescribed by applicable law as a basis for claiming exemption from
or a reduction in United States federal withholding tax duly completed together with such
supplementary documentation as may be prescribed by applicable law to permit the Borrower to
determine the withholding or deduction required to be made.



     (f) Treatment of Certain Refunds. If the Administrative Agent or any Lender Party
receives a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower
or with respect to which the Borrower has paid additional amounts pursuant to this Section, it
shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity
payments made, or additional amounts paid, by the Borrower under this Section with respect to the
Taxes or Other Taxes giving rise to such refund), net of reasonable out-of-pocket expenses directly
related to the receipt of such refund of the Administrative Agent or such Lender Party and without
interest (other than any interest paid by the relevant Governmental Authority with respect to such
refund), provided that the Borrower, upon the request of the Administrative Agent or such
Lender Party, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such
Lender Party in the event the Administrative Agent or such Lender Party is required to repay such
refund to such Governmental Authority. This paragraph shall not be



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construed to require the Administrative Agent or any Lender Party to make available its tax
returns (or any other information relating to its taxes that it deems confidential) to the Borrower
or any other Person.




     Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs.



     (a) The Borrower shall make each payment required to be made by it hereunder (whether of
principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under
Section 2.15, 2.16 or 2.17, or otherwise) prior to 1:00 p.m., New York City
time, on the date when due, in immediately available funds, without set-off or counterclaim. Any
amounts received after such time on any date may, in the discretion of the Administrative Agent, be
deemed to have been received on the date of such payment or on the next succeeding Business Day for
purposes of calculating interest and fees thereon. All such payments shall be made to the
Administrative Agent at its offices at Citicorp North America, 399 Park Avenue, New York, New York
10043, Attention: WPX Energy, Inc. Account Officer, except payments to be made directly to an
Issuing Bank or the Swingline Lender as expressly provided herein and except that payments pursuant
to Sections 2.15, 2.16, 2.17 and 9.04 shall be made directly to the
Persons entitled thereto. The Administrative Agent shall distribute any such payments received by
it for the account of any other Person to the appropriate recipient promptly following receipt
thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day, and, in the case of any payment
accruing interest, interest thereon shall be payable for the period of such extension. All
payments hereunder shall be made in dollars.



     (b) If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then
due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed
LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with
the amounts of principal and unreimbursed LC Disbursements then due to such parties.



     (c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Revolving Loans or
participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of
a greater proportion of the aggregate amount of its Revolving Loans and participations in LC
Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any
other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face
value) participations in the Revolving Loans and participations in LC Disbursements and Swingline
Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be
shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued
interest on their respective Revolving Loans and participations in LC Disbursements and Swingline
Loans; provided that (i) if any such participations are purchased and all or any portion of
the payment giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and (ii) the provisions
of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to
and in accordance with the express terms of this Agreement or any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its Revolving Loans or
participations in LC Disbursements or Swingline Loans to any assignee or participant, other than to
the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph
shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively
do so under applicable law, that any Lender acquiring a participation pursuant to this subsection
(c) may exercise against the Borrower rights of set-off and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower in the amount of
such participation.



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     (d) [Reserved].



     (e) If any Lender shall fail to make any payment required to be made by it pursuant to
Sections 2.06(d), 2.06(e), 2.07(b), or 9.04(c), then the
Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply
any amounts thereafter received by the Administrative Agent for the account of such Lender to
satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are
fully paid.



     Section 2.19 Mitigation Obligations; Replacement of Lenders.



     (a) If any Lender requests compensation under Section 2.13(f) or Section 2.15
or if the Borrower is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall
use reasonable efforts to designate a different lending office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Sections 2.13(f), 2.15 or 2.17, as
the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. If the Borrower is required to
make any payment under Sections 2.13(f), 2.15 or 2.17, the Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment. Subject to the foregoing, Lenders agree to use reasonable efforts to
select lending offices which will minimize taxes and other costs and expenses for the Borrower.



     (b) If any Lender requests compensation under Section 2.13(f) or Section 2.15,
or if the Borrower is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, or if any Lender is a
Defaulting Lender, or if any Lender fails to approve an amendment, waiver or other modification to
this Agreement that requires the approval of all Lenders and at least the Required Lenders have
approved such amendment, waiver or other modification, then the Borrower may, at its sole expense
and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign
and delegate, without recourse (in accordance with and subject to the restrictions contained in
Section 9.05), all its interests, rights and obligations under this Agreement to an
assignee that shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (i) the Borrower shall have received the prior
written consent of the Administrative Agent and the Issuing Banks, which consent shall not
unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount
equal to the outstanding principal of its Loans and participations in LC Disbursements and
Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it
hereunder and under the other Loan Documents (including any amounts under Section 2.16),
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) and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.13(f) or Section 2.15 or
payments required to be made pursuant to Section 2.17, such assignment will result in a
reduction in such compensation or payments. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise,
the circumstances entitling the Borrower to require such assignment and delegation cease to apply.
If any Lender refuses to assign and delegate all its interests, rights and obligations under this
Agreement after the Borrower has required such Lender to do so as a result of a claim for
compensation under Section 2.13(f) or Section 2.15 or payments required to be made
pursuant to Section 2.17, such Lender shall not be entitled to receive such compensation or
required payments.



     (c) If the Borrower, the Administrative Agent and the Issuing Banks agree in writing in their
discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting



42









 




Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the
effective date specified in such notice and subject to any conditions set forth therein, such
Lender will, to the extent applicable, purchase such portion of outstanding Loans of the other
Lenders and/or make such other adjustments as the Administrative Agent may determine to be
necessary to cause the Credit Exposure of the Lenders to be on a pro rata basis in
accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting
Lender and will be a Non-Defaulting Lender (and such Credit Exposure of each Lender will
automatically be adjusted on a prospective basis to reflect the foregoing); provided that
no adjustments will be made retroactively with respect to fees accrued or payments made by or on
behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further,
that except to the extent otherwise expressly agreed by the affected parties, no change hereunder
from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of
any party hereunder arising from such Lender having been a Defaulting Lender.




ARTICLE III




REPRESENTATIONS AND WARRANTIES



     The Borrower, solely with respect to itself and, to the extent set forth below, its
Subsidiaries, represents and warrants to the Lenders that, on the Effective Date, on the date of
each Borrowing or borrowing of a Swingline Loan by the Borrower, or issuance or increase in the
amount of any Letter of Credit for the Borrower and each Added L/C Effective Date, except with
respect to Sections 3.08 and 3.09 in each case as specified therein, which
shall only be represented and warranted as of the Effective Date as provided therein:



     Section 3.01 Organization; Powers. The Borrower and each of its Material Subsidiaries
is validly existing and (if applicable) in good standing under the laws of the jurisdiction of its
organization, has all requisite power and authority to carry on its business in all material
respects as now conducted and is qualified to do business in, and (if applicable) is in good
standing in, every jurisdiction where such qualification is required, except where the failure to
do so or to be validly existing and in good standing or to have such power and authority,
individually or in the aggregate, would not reasonably be expected to result in a Material Adverse
Effect.



     Section 3.02 Authorization; Enforceability. The Transactions and the performance of
its obligations contemplated thereby are within the Borrower’s corporate powers and have been duly
authorized by all corporate action. This Agreement has been duly executed and delivered by the
Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against
the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding in equity or at law.



     Section 3.03 Governmental Approvals; No Conflicts. No material authorization or
approval or other action by, and no notice to or filing with, any Governmental Authority is
required for the due execution, delivery and performance by the Borrower of any Loan Document to
which it is a party, or the consummation of the transactions contemplated thereby. The execution,
delivery and performance by the Borrower of the Loan Documents to which it is shown as being a
party and the consummation of the transactions contemplated thereby do not contravene (i) the
Borrower’s organizational documents or (ii) any law or any restriction under any material agreement
binding on or affecting the Borrower and will not result in or require the creation or imposition
of any Lien prohibited by this Agreement.



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     Section 3.04 Financial Condition. The Borrower has heretofore furnished to the
Lenders its consolidated balance sheet and statements of income and cash flows (a) as of and for
the fiscal year ended December 31, 2010, reported on by Ernst & Young LLP, independent public
accountants, and (b) as of and for the fiscal quarter and the portion of the fiscal year ended
March 31, 2011. Such financial statements (i) were prepared in accordance with GAAP, except as
otherwise expressly noted therein, and (ii) present fairly, in all material respects, the financial
position and results of operations and cash flows of the businesses of the Borrower and its
consolidated subsidiaries as of such dates and for such periods in accordance with GAAP.



     Section 3.05 Properties. Each of the Borrower and its Subsidiaries has, subject to
Permitted Liens, good title to, or valid leasehold interests in, all its real and personal property
material to its business, except for any failure, defect or other matter that could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.



     Section 3.06 Litigation. Except as set forth in the annual report on Form 10-K for
the year ended December 31, 2010 of Williams or the Borrower or the quarterly reports on Form 10-Q
filed subsequent thereto but prior to the Closing Date or the registration statement on Form S-1 of
the Borrower filed prior to the Closing Date, there are no actions, suits or proceedings by or
before any arbitrator or Governmental Authority pending against or, to the knowledge of the
Borrower, threatened in writing against or affecting the Borrower or any of its Subsidiaries (i) as
to which there is a reasonable possibility of an adverse determination and that would reasonably be
expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that
purport to adversely affect the legality, validity and enforceability of the Loan Documents and are
non-frivolous (as reasonably determined by the Administrative Agent); provided, that this
representation, when made, shall not constitute an admission that any action, suit or proceeding
set forth in any annual report on Form 10-K, any quarterly report on Form 10-Q or the registration
statement on Form S-1 referred to above would result in a Material Adverse Effect due to an adverse
determination, if any.



     Section 3.07 Environmental Matters. Except as set forth in the annual report on Form
10-K for the year ended December 31, 2010 of Williams or the Borrower or the quarterly reports on
Form 10-Q filed subsequent thereto but prior to the Closing Date or the registration statement on
Form S-1 of the Borrower filed prior to the Closing Date, the Borrower and its Subsidiaries have
reasonably concluded that they: (a) are in compliance with all applicable Environmental Laws,
except to the extent that any non-compliance would not reasonably be expected to have a Material
Adverse Effect; (b) are not subject to any judicial, administrative, government, regulatory or
arbitration proceeding alleging the violation of any applicable Environmental Laws, except to the
extent that any such proceeding would not reasonably be expected to have a Material Adverse Effect;
(c) are not subject to any federal, state, local or foreign review, audit or investigation which
would reasonably be expected to lead to a proceeding referred to in (b) above that would reasonably
be expected to have a Material Adverse Effect; (d) have no actual knowledge that any of their
predecessors in title to any of their property and assets are the subject of any currently pending
federal, state, local or foreign review, audit or investigation which would reasonably be expected
to lead to a proceeding referred to in (b) above that would reasonably be expected to have a
Material Adverse Effect; and (e) possess, and are in compliance with, or have applied for, all
approvals, licenses, permits, consents and other authorizations which are necessary under any
applicable Environmental Laws to conduct their business, except to the extent that the failure to
possess, or be in compliance with, any of the foregoing would not reasonably be expected to have a
Material Adverse Effect.



     Section 3.08 Disclosure. As of the Effective Date only, neither the Information
Memorandum nor any of the other reports, financial statements, certificates or other written
information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender on
or prior to the Effective Date (as modified or supplemented by other information so furnished on or
prior to the Effective Date), taken as a



44









 




whole, contains any material misstatement of fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances under which they were
made, not materially misleading, provided that, with respect to any projected financial
information, the Borrower represents only that such information was prepared in good faith based
upon assumptions believed by the Borrower to be reasonable at the time (it being recognized,
however, that projections as to future events are not to be viewed as facts and that the actual
results during the period or periods covered by any projections may materially differ from the
projected results).




     Section 3.09 Solvency. As of the Effective Date and on the date of any increase in
the Aggregate Commitments pursuant to Section 2.01(c) only, after giving effect to the
Transactions (including each Loan and each Letter of Credit) to be consummated on such date, the
Borrower, individually and together with its Subsidiaries, is Solvent.



     Section 3.10 ERISA. No ERISA Event has occurred or is reasonably expected to occur
that, when taken together with all other such ERISA Events for which liability is reasonably
expected to occur, would reasonably be expected to result in a Material Adverse Effect in respect
of the Borrower.



     Section 3.11 Investment Company Status. The Borrower is not an “investment company”
as defined in, or subject to regulation under, the Investment Company Act of 1940.



     Section 3.12 Margin Securities. The Borrower is not engaged principally, or as one of
its important activities, in the business of extending credit for the purpose of purchasing or
carrying margin stock (within the meaning of Regulations U or X of the Board of Governors of the
Federal Reserve System of the United States of America), and no part of the proceeds of any Loan
will be used to purchase or carry any margin stock in violation of said Regulations U or X or to
extend credit to others for the purpose of purchasing or carrying margin stock in violation of said
Regulations U or X.



ARTICLE IV




CONDITIONS



     Section 4.01 Effective Date. The obligations of the Lenders to make Loans and of the
Issuing Banks to issue Letters of Credit hereunder shall not become effective until the Effective
Date which is scheduled to occur when each of the following conditions is satisfied:



     (a) The Administrative Agent (or its counsel) shall have received from each party hereto
either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence
satisfactory to the Administrative Agent (which may include fax or email pdf transmission of a
signed signature page of this Agreement) that such party has signed a counterpart of this
Agreement.



     (b) The Administrative Agent shall have received written opinions (addressed to the
Administrative Agent and the Lenders and dated the Effective Date) of James J. Bender, Esq.,
General Counsel of the Borrower, and Gibson, Dunn & Crutcher LLP, counsel for the Borrower, in form
and substance reasonably satisfactory to the Administrative Agent and its counsel.



     (c) The Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to (i) the organization and
existence of the Borrower, and (ii) the authorization of the Transactions and any other legal
matters relating to the Borrower, this Agreement or the Transactions, all in form and substance
reasonably satisfactory to the Administrative Agent and its counsel.



45









 





     (d) The Administrative Agent shall have received each promissory note requested by a Lender
pursuant to Section 2.10(e), each duly completed and executed by the Borrower.



     (e) The Administrative Agent shall have received a certificate, dated the Effective Date and
signed by the President, an Executive Vice President or a Financial Officer or a Responsible
Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and
(b) of Section 4.02.



     (f) The Administrative Agent shall have received reasonably satisfactory evidence that, after
giving effect to the WPX Separation, the long-term senior unsecured debt rating of the Borrower
will be equal to or higher than Ba1 (or the equivalent) by Moody’s and BB+ (or the equivalent) by
S&P with no negative outlook.



     (g) The Administrative Agent shall have received satisfactory evidence of the substantially
simultaneous consummation of the WPX Separation on the terms and conditions set forth in the
documentation evidencing the WPX Separation.



     (g) The Administrative Agent shall have received satisfactory evidence that the RMT Loan
Agreement has been terminated and all amounts owing thereunder have been repaid in full or are
being repaid in full substantially simultaneously.



     (h) The Administrative Agent shall have received (i) all fees and other amounts due and
payable pursuant to the Fee Letters on or prior to the Effective Date and (ii) to the extent
invoiced two (2) Business Days prior to closing, reimbursement or payment of all out-of-pocket
expenses required to be reimbursed or paid by the Borrower hereunder (or shall have received
satisfactory evidence that all such fees and amounts are being paid substantially simultaneously).



     (i) As of the Effective Date only, since December 31, 2010, no event resulting in a Material
Adverse Effect has occurred and is continuing.



     (j) No Default or Event of Default has occurred and is continuing.



     (k) The Lenders shall have received the Reserve Report prepared as of December 31, 2010 by the
Borrower with respect to the Oil and Gas Properties of the Borrower and its Subsidiaries and
audited at least as to 70% of the PV of such Oil and Gas Properties by Ryder Scott Company,
Netherland, Sewell & Associates, Inc., DeGolyer & MacNaughton, Miller and Lents, Ltd. or another
independent engineering firm selected by the Borrower and reasonably acceptable to the
Administrative Agent.



     (l) As of the Effective Date, PV shall be equal to or greater than $4,000,000,000.


The date on which all of the foregoing conditions have been satisfied (or waived by the
Administrative Agent) shall be the “Effective Date”; provided that the Effective Date shall
occur no later than November 30, 2011. The Administrative Agent shall notify the Borrower and the
Lenders of the Effective Date, and such notice shall be conclusive and binding.




     Section 4.02 Each Credit Event. The obligation of each Lender to make a Loan on the
occasion of any Borrowing (exclusive of continuations and conversions of a Borrowing), and of any
Issuing Bank to issue or increase the amount of any Letter of Credit, is subject to the
satisfaction of the following conditions:



46









 





     (a) The representations and warranties of the Borrower set forth in this Agreement shall be
true and correct in all material respects (other than those representations and warranties that are
subject to a materiality qualifier, in which case such representations and warranties shall be true
and correct in all respects as written, including the materiality qualifier) on and as of the date
of such Borrowing or the date of issuance or increase of such Letter of Credit, as applicable
(other than those representations and warranties that expressly relate to a specific earlier date,
which shall be true and correct in all material respects as of such earlier date (other than those
representations and warranties that are subject to a materiality qualifier, in which case such
representations and warranties shall be true and correct in all respects as of such earlier date as
written, including the materiality qualifier)).



     (b) At the time of and immediately after giving effect to such Borrowing or the issuance or
increase of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.


Each Borrowing and each issuance or increase of a Letter of Credit shall be deemed to constitute a
representation and warranty by the Borrower on the date thereof as to the matters specified in
paragraphs (a) and (b) of this Section.




     Section 4.03 Defaulting Lenders. In addition to the other conditions precedent herein
set forth, if any Lender becomes, and during the period it remains, a Defaulting Lender, no Issuing
Bank will be required to issue any Letter of Credit or to increase any outstanding Letter of
Credit, unless such Issuing Bank is reasonably satisfied that any exposure that would result
therefrom is fully covered or eliminated by any combination, at the option of the Borrower, of the
following:



     (a) the LC Exposure of such Defaulting Lender is reallocated, as to outstanding and future
Letters of Credit to the Non-Defaulting Lenders as provided in Section 2.06(k);



     (b) to the extent a reallocation as provided in Section 2.06(k) is not available or
otherwise at the option of the Borrower requesting the Letter of Credit, without limiting the
provisions of Section 2.06(j), the Borrower Cash Collateralizes the obligations of the
Borrower in respect of such Letter of Credit required to be issued by it in an amount equal to the
aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting
Lender in respect of such Letter of Credit (provided that cash collateral shall be
deposited in an interest bearing account promptly after the execution of the appropriate deposit
account agreement and establishment of such account from which the Administrative Agent will
release interest to the Borrower on a periodic basis), or makes other arrangements satisfactory to
the Administrative Agent and the relevant Issuing Bank(s) in their sole discretion to protect them
against the risk of non-payment by such Defaulting Lender; and



     (c) in the case of a proposed issuance of a Letter of Credit, by an instrument or instruments
in form and substance satisfactory to the Administrative Agent and to the relevant Issuing Bank(s),
the Borrower agrees that the face amount of such requested Letter of Credit will be reduced by an
amount equal to the unreallocated, non-Cash Collateralized portion thereof as to which such
Defaulting Lender would otherwise be liable, in which case the obligations of the Non-Defaulting
Lenders in respect of such Letter of Credit will, subject to the first proviso below, be on a
pro rata basis in accordance with the Commitments of the Non-Defaulting Lenders,
and the pro rata payment provisions of Section 2.18 will be deemed adjusted
to reflect this provision; provided that (a) the sum of each Non-Defaulting Lender’s total
Credit Exposure may not in any event exceed the Commitment of such Non-Defaulting Lender, and (b)
neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any
such Cash Collateralization or reduction will constitute a waiver or release of any claim the
Borrower, the Administrative Agent, any Issuing Bank or any other Lender may have against such
Defaulting Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender.



47









 





ARTICLE V




AFFIRMATIVE COVENANTS



     From and after the Effective Date and until the Aggregate Commitments have expired or been
terminated and the principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit shall have expired or terminated and all LC
Disbursements shall have been reimbursed, the Borrower, solely with respect to itself, and to the
extent set forth below, its Subsidiaries, covenants and agrees with the Lenders that:



     Section 5.01 Financial Statements and Other Information. The Borrower will furnish,
or cause to be furnished, to the Administrative Agent:



     (a) as soon as available, but in any event within 105 days after the end of each fiscal year
of the Borrower, the audited consolidated balance sheet of the Borrower and its consolidated
subsidiaries as at the end of such year and the related consolidated statements of income, equity
and cash flows of the Borrower and its consolidated subsidiaries for such year, all in reasonable
detail, audited and accompanied by a report and opinion of an independent certified public
accountant of nationally recognized standing selected by the Borrower, which report and opinion
shall be prepared in accordance with GAAP;



     (b) as soon as available, but in any event within 60 days after the end of each of the first
three fiscal quarters of each fiscal year of the Borrower, the unaudited consolidated balance sheet
of the Borrower and its consolidated subsidiaries as at the end of such quarter and the related
consolidated statements of income, equity and cash flows of the Borrower and its consolidated
subsidiaries for such quarter, all in reasonable detail and certified by a Financial Officer of the
Borrower as fairly presenting in all material respects the financial condition, results of
operations and cash flows of the Borrower and its subsidiaries in accordance with GAAP, subject to
normal changes resulting from year-end adjustments;



     (c) within 60 days after the end of each of the first three fiscal quarters of each fiscal
year of the Borrower and within 105 days after the end of each fiscal year of the Borrower, a
certificate of a Financial Officer of the Borrower substantially in the form of Exhibit D
(i) certifying as to whether a Default has occurred that is then continuing and, if a Default has
occurred that is then continuing, specifying the details thereof and any action taken or proposed
to be taken with respect thereto, and (ii) setting forth in reasonable detail calculations
demonstrating compliance with Section 6.08;



     (d) promptly upon their becoming available, one copy of (i) each financial statement, report,
notice or proxy statement sent by the Borrower to public securities holders generally, and (ii)
each regular or periodic report, each registration statement (without exhibits except as expressly
requested by such Lender), and each prospectus and all amendments thereto filed by the Borrower or
any of its Subsidiaries with the Securities and Exchange Commission, or any Governmental Authority
succeeding to any or all of the functions of said Commission, or with any national securities
exchange;



     (e) prior to the occurrence of the Investment Grade Date, prior to May 1 of each year, the
Borrower shall furnish to the Administrative Agent a Reserve Report, which Reserve Report shall be
dated as of the immediately preceding December 31 and shall set forth the Proved Reserves
attributable to all or substantially all of the Oil and Gas Properties then owned by the Borrower
and its Subsidiaries and the PV attributable thereto as contemplated in the definition of Reserve
Report;



     (f) concurrently with the delivery of any Reserve Report dated as of December 31 of the
preceding year required under clause (e) of this Section 5.01, a written statement of the
Borrower’s



48









 




hedging arrangements with respect to production hedging only since the date of the last such
statement; and




     (g) any other information (other than projections) which the Administrative Agent, at the
request of any Lender, may from time to time reasonably request.



     Any document readily available on-line through the “Electronic Data Gathering, Analysis and
Retrieval” system (or any successor system thereof) maintained by the Securities and Exchange
Commission (or any succeeding Governmental Authority), shall be deemed to have been furnished to
the Administrative Agent for purposes of this Section 5.01. Documents required to be
delivered pursuant to Section 5.01 may be delivered electronically and if so delivered,
shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents,
or provides a link thereto on the Borrower’s website on the Internet at www.wpxenergy.com or (ii)
on which such documents are (or are deemed to be) delivered to the Administrative Agent. The
Administrative Agent shall post such documents on the Borrower’s behalf on an Internet or intranet
website, if any, to which each Lender and the Administrative Agent have access (whether a
commercial, third-party website or whether sponsored by the Administrative Agent). The
Administrative Agent shall have no obligation to request the delivery or to maintain copies of the
documents referred to above, and in any event shall have no responsibility to monitor compliance by
the Borrower with any such request for delivery.



     Section 5.02 Notices of Material Events. The Borrower will furnish to the
Administrative Agent and each Lender prompt written notice of the following:



     (a) the occurrence of any Event of Default;



     (b) as soon as possible and in any event within 30 Business Days after the Borrower or any of
its Subsidiaries or ERISA Affiliate of the Borrower knows or has reason to know that any ERISA
Event with respect to any Plan of the Borrower has occurred or is reasonably expected to occur that
could reasonably be expected to have a Material Adverse Effect in respect of the Borrower;



     (c) promptly and in any event within 25 Business Days after receipt thereof by the Borrower or
any ERISA Affiliate of the Borrower, copies of each notice received by the Borrower or any ERISA
Affiliate of the Borrower from the PBGC stating its intention to terminate any Plan or to have a
trustee appointed to administer any Plan;



     (d) promptly and in any event within 25 Business Days after receipt thereof by the Borrower or
any ERISA Affiliate of the Borrower from the sponsor of a Multiemployer Plan, a copy of each notice
received by the Borrower or any ERISA Affiliate of the Borrower concerning (i) the imposition of a
Withdrawal Liability by a Multiemployer Plan, (ii) the determination that a Multiemployer Plan is,
or is expected to be, in reorganization within the meaning of Title IV of ERISA, (iii) the
termination of a Multiemployer Plan within the meaning of Title IV of ERISA, or (iv) the amount of
liability incurred, or expected to be incurred, by the Borrower or any ERISA Affiliate of the
Borrower in connection with any event described in clause (i), (ii) or (iii) above that, in the
aggregate, would reasonably be expected to have a Material Adverse Effect in respect of the
Borrower; and



     (e) the occurrence of any “Event of Default” (as defined in the indenture with respect
thereto) with respect to the Senior Notes; and



     (f) any change in any rating established or deemed to have been established by Moody’s or S&P
for the Index Debt of the Borrower.



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Each notice delivered under clauses (a) through (e) of this Section shall be accompanied by a
statement of a Responsible Officer setting forth the details of the event or development requiring
such notice and any action taken or proposed to be taken with respect thereto.




     Section 5.03 Existence; Conduct of Business. The Borrower will, and will cause each
of its Material Subsidiaries to, do or cause to be done all things necessary to preserve, renew and
keep in full force and effect its legal existence and the rights, licenses, permits, privileges and
franchises material and necessary or desirable to the conduct of its business, except where failure
to do so could not be reasonably expected to have a Material Adverse Effect except (i) in the case
of any Material Subsidiary of the Borrower, where the failure of such Material Subsidiary to so
maintain its existence could not reasonably be expected to have a Material Adverse Effect in
respect of the Borrower, (ii) where the failure to preserve and maintain such rights and franchises
(other than existence) or to so qualify and remain qualified could not reasonably be expected to
have a Material Adverse Effect in respect of the Borrower, and (iii) the foregoing shall not
prohibit any merger, consolidation, liquidation or dissolution not prohibited under Section
6.03.



     Section 5.04 Payment of Obligations. The Borrower will, and will cause each of its
Material Subsidiaries to, pay, before the same shall become delinquent or in default, its
Indebtedness and tax liabilities but excluding Indebtedness that is not Material Indebtedness,
except where (a)(i) the validity or amount thereof is being contested by the Borrower or such
Subsidiary in good faith by appropriate proceedings, and (ii) the Borrower or such Subsidiary has
set aside on its books adequate reserves with respect thereto in accordance with GAAP, or (b) the
failure to make payment would not reasonably be expected to have a Material Adverse Effect.



     Section 5.05 Maintenance of Properties; Insurance. The Borrower will, and will cause
each of its Material Subsidiaries to, (a) keep and maintain all property, taken as a whole,
material to the conduct of their business in good working order and condition, ordinary wear and
tear excepted, in the reasonable judgment of the Borrower or Material Subsidiary, and (b) maintain,
with financially sound and reputable insurance companies, insurance in such amounts and against
such risks as are customarily maintained by companies engaged in the same or similar businesses
operating in the same or similar locations; provided that (i) the Borrower or Material
Subsidiary may self-insure to the extent and in the manner normal for companies of like size, type
and financial condition and (ii) any insurance required by this Section 5.05(b) may be
maintained by the Borrower on behalf of a Material Subsidiary.



     Section 5.06 Books and Records; Inspection Rights. The Borrower will, and will cause
each of its Material Subsidiaries to, keep in accordance with GAAP books of record and account.
The Borrower will, and will cause each of its Material Subsidiaries to, permit any representatives
designated by the Administrative Agent or the Required Lenders, upon reasonable prior notice during
normal business hours and, if the Borrower shall so request, in the presence of a Responsible
Officer or an appointee of a Responsible Officer, at the Lenders’ expense so long as no Event of
Default exists and at the Borrower’s expense during the continuance of an Event of Default, to
visit and inspect its properties, to examine and make extracts from its books and records (subject
to compliance with confidentiality agreements and applicable copyright law), and to discuss its
affairs, finances and condition with its officers, all at such reasonable times and as often as
reasonably requested but no more frequently than once a year so long as no Event of Default exists.



     Section 5.07 Compliance with Laws. The Borrower will, and will cause each of its
Material Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental
Authority applicable to it or its property, including, without limitation, Environmental Laws,
except where the failure to do so, individually or in the aggregate, would not reasonably be
expected to result in a Material Adverse Effect.



50









 





     Section 5.08 Use of Proceeds and Letters of Credit. The proceeds of the Loans will be
used for working capital, acquisitions, capital expenditures and other general corporate purposes.
Letters of Credit will be used for the Borrower’s and its Subsidiaries’ general corporate purposes.
No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose
that entails a violation of any of the Regulations of the Board of Governors of the Federal Reserve
System of the United States of America, including Regulations U and X.



     Section 5.09 Potential Subsidiary Guarantors. If any Subsidiary of the Borrower that
is not already a Guarantor guarantees any Material Indebtedness of the Borrower, then that
Subsidiary shall become a Guarantor of the obligations of the Borrower hereunder by executing a
Guaranty and delivering it to the Administrative Agent within twenty Business Days of the date on
which it guaranteed such Material Indebtedness, together with such other additional closing
documents, certificates and legal opinions as shall reasonably be requested by the Administrative
Agent.



ARTICLE VI




NEGATIVE COVENANTS



     From and after the Effective Date and until the Aggregate Commitments have expired or
terminated and the principal of and interest on each Loan and all fees payable hereunder have been
paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall
have been reimbursed, the Borrower, solely with respect to itself, and to the extent set forth
below, its Subsidiaries, covenants and agrees with the Lenders that:



     Section 6.01 Indebtedness. The Borrower will not permit any of its Subsidiaries to
create, incur or assume any Indebtedness other than the following:



     (a) Indebtedness owed by a Subsidiary to the Borrower or to another Subsidiary;



     (b) Indebtedness of a Person that becomes, by acquisition or merger, a Subsidiary which
Indebtedness existed prior to the time of such acquisition or merger and was not incurred or
created in contemplation of such acquisition or merger;



     (c) other Indebtedness outstanding at such time for all Subsidiaries (but without duplication)
in an aggregate amount not exceeding the greater of (i) $500,000,000 and (ii) ten percent (10%) of
Consolidated Indebtedness of the Borrower at any time;



     (d) Indebtedness that is (or was) secured by Permitted Liens; and



     (e) any Indebtedness incurred to refund, extend, refinance or otherwise replace Indebtedness
permitted under this Section 6.01; provided, that the principal amount of such
Indebtedness does not exceed the principal amount of Indebtedness refinanced (plus the amount of
penalties, premiums, fees, accrued interest and reasonable expenses and other obligations incurred
therewith) at the time of refinancing;


provided, however, that no Subsidiary shall create, incur or assume any Indebtedness
pursuant to this Section 6.01 if the incurrence or maintenance of such Indebtedness would
cause a Default or an Event of Default under any other provisions of this Agreement.







51









 








     Section 6.02 Liens. The Borrower shall not, and shall not permit any of its
Subsidiaries to, create, assume or incur any Lien on any of its assets or property or upon any
Equity Interests of any such Subsidiary which Equity Interests are now owned or hereafter acquired
by the Borrower or such Subsidiary, or assign or sell any income or revenues (including accounts
receivable) or rights in respect of any thereof, except Permitted Liens.



     Section 6.03 Fundamental Changes. The Borrower will not merge into or consolidate
with any other Person, or permit any other Person to merge into or consolidate with it, or sell,
transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired), or liquidate or
dissolve, except that (x) if at the time thereof and immediately after giving effect thereto no
Default shall have occurred and be continuing, any Person may merge into the Borrower in a
transaction in which the Borrower is the surviving corporation and (y) the Borrower may sell,
transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or
substantially all of its assets to a Subsidiary so long as such Subsidiary becomes a Guarantor
hereunder or otherwise assumes the obligations of the Borrower.



     Section 6.04 [Reserved].



     Section 6.05 Restrictive Agreements. The Borrower will not permit any of its Material
Subsidiaries to, directly or indirectly, enter into or permit to exist any agreement or other
arrangement with any Person, other than the Lenders pursuant hereto, which expressly prohibits or
restricts or imposes any conditions upon the ability of any Material Subsidiary of the Borrower to
(a) pay dividends or make other distributions or pay any Indebtedness owed to the Borrower or any
Subsidiary of the Borrower, or (b) make subordinate loans or advances to or make other investments
in the Borrower or any Subsidiary of the Borrower, in each case, other than restrictions or
conditions contained in, or existing by reasons of, any agreement or instrument (i) relating to any
Indebtedness of any Subsidiary of the Borrower, (ii) relating to property existing at the time of
the acquisition thereof, so long as the restriction or condition relates only to the property so
acquired, (iii) relating to any Subsidiary of the Borrower, at the time such Subsidiary was merged
or consolidated with or into, or acquired by, the Borrower or a Subsidiary of the Borrower or
became a Subsidiary of the Borrower and not created in contemplation thereof, (iv) effecting a
renewal, extension, refinancing, refund or replacement (or successive extensions, renewals,
refinancings, refunds or replacements) of Indebtedness issued under an agreement referred to in
clauses (i) through (iii) above, so long as the restrictions and conditions contained in any such
renewal, extension, refinancing, refund or replacement agreement, taken as a whole, are not
materially more restrictive than the restrictions and conditions contained in the original
agreement, as determined in good faith by the board of directors of the Borrower or the applicable
Subsidiary, (v) constituting customary provisions restricting subletting or assignment of any
leases of the Borrower or any Subsidiary of the Borrower or provisions in agreements that restrict
the assignment of such agreement or any rights thereunder, (vi) related to Permitted Liens, (vii)
constituting any temporary encumbrance or restriction with respect to a Subsidiary of the Borrower
under an agreement that has been entered into for the disposition of all or substantially all of
the outstanding Equity Interests of or assets of such Subsidiary, provided that such
disposition is otherwise permitted hereunder, (viii) constituting customary restrictions on cash,
other deposits or assets imposed by customers and other persons under contracts entered into in the
ordinary course of business, (ix) constituting provisions contained in agreements or instruments
relating to Indebtedness that prohibit the transfer of all or substantially all of the assets of
the obligor under that agreement or instrument unless the transferee assumes the obligations of the
obligor under such agreement or instrument or such assets may be transferred subject to such
prohibition, (x) constituting a requirement that a certain amount of Indebtedness be maintained
between a Subsidiary of the Borrower and the Borrower or another of its Subsidiaries, (xi)
constituting any restriction or condition with respect to property under an agreement that has been
entered into for the disposition of such property, provided that such disposition is
otherwise permitted hereunder, (xii) constituting any restriction or condition with respect to
property under a charter, lease or other



52









 




agreement that has been entered into for the employment of such property, (xiii) constituting
a Hybrid Security or an indenture, document, agreement or security entered into or issued in
connection with a Hybrid Security or otherwise constituting a restriction or condition on the
payment of dividends or distributions by an issuer of a Hybrid Security; (xiv) entered into in the
ordinary course of business; (xv) existing under or by reason of applicable law; (xvi) relating to
a joint venture or similar arrangement, so long as the restriction or condition relates only to the
property that is subject to such joint venture or similar arrangement; (xvii) existing on the
Closing Date and set forth in Schedule 6.05; and (xviii) relating to financial performance
covenants.




     Section 6.06 Affiliate Transactions. The Borrower will not, and will not permit any
of its Material Subsidiaries to, directly or indirectly, pay any funds to or for the account of,
make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or
intangible, to, or participate in, or effect, any transaction with, any officer, director, employee
or Affiliate (other than the Borrower or any of its Subsidiaries) unless as a whole such
transactions between the Borrower and its Subsidiaries on the one hand and any officer, director,
employee or Affiliate (other than the Borrower or any of its Subsidiaries not involving any other
Affiliate) on the other hand, are on terms and conditions fair and reasonable to the Borrower or
such Material Subsidiary as determined by the Borrower; provided, that the foregoing
provisions of this Section shall not prohibit (a) the Borrower or any of its Subsidiaries from
declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) the
Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems
appropriate in the ordinary course of business, (c) the Borrower or any of its Subsidiaries from
engaging in a transaction or transactions that occur within a related series of transactions,
which, in the aggregate, are on terms and conditions that are fair and reasonable as determined by
the Borrower, (d) the Borrower or any of its Subsidiaries from engaging in non-material
transactions with any officer, director, employee or Affiliate of the Borrower or any of its
Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have
been obtained from a third party but are in the ordinary course of the Borrower’s or such
Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event
of Default shall have occurred and be continuing, (e) the Borrower or any of its Subsidiaries from
engaging in a transaction with an Affiliate if such transaction has been approved by the Borrower’s
Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or
replacement thereof or any transaction contemplated thereby so long as such amendment or
replacement is not more disadvantageous in any material respect than the arrangement so amended or
replaced, (g) any corporate sharing agreements with respect to tax sharing and general overhead and
administrative matters, (h) any agreements with respect to employee matters and (i) any direct or
indirect transfer of Equity Interests to the Borrower or any of its Subsidiaries in one or a series
of transactions.



     Section 6.07 Change in Nature of Businesses. Neither the Borrower nor any Subsidiary
of the Borrower will materially alter their primary business from the exploration, acquisition,
production and development of oil, natural gas and other liquid and gaseous Hydrocarbons and the
gathering, processing, transmission and marketing of Hydrocarbons and activities related or
ancillary thereto.



     Section 6.08 Financial Condition Covenants.



     (a) Ratio of PV to Consolidated Indebtedness. Prior to the occurrence of the
Investment Grade Date, the Borrower shall not permit the ratio of (i) PV to (ii) Consolidated
Indebtedness of the Borrower as of the last day of any fiscal quarter for which financial
statements have been delivered pursuant to Section 5.01 for the four full fiscal quarters
ending on such date to be less than 1.50 to 1.00. For purposes of this Section 6.08(a),
Hybrid Securities up to an aggregate amount of 15% of Consolidated Total Capitalization shall be
excluded from Consolidated Indebtedness.



53









 





     (b) Ratio of Consolidated Indebtedness to Capitalization. The Borrower shall not
permit the ratio of (i) Consolidated Indebtedness of the Borrower as of the last day of any fiscal
quarter for which financial statements have been delivered pursuant to Section 5.01
(commencing with the fiscal quarter ending June 30, 2011) to (ii) the Consolidated Total
Capitalization of the Borrower as of such date to exceed 60%.



     Section 6.09 Investments, Loans, Advances and Guarantees. The Borrower will not, and
will not permit any of its Subsidiaries to make any loans or advances to, Guarantee any obligations
of, or make any investment or any other interest in, any person that is not a Subsidiary, except
that the Borrower or any Subsidiary may make loans or advances to, or investments or other
interests in any person that is not a Subsidiary if at the time of the making of such loan,
advance, investment or other interest the aggregate book value of assets (plus the aggregate amount
of any non-cash write downs therein under FASB Accounting Standards Codification topics “Extractive
Activities — Oil & Gas”, “Income Taxes”, “Intangibles — Goodwill and Other” and “Property, Plant
and Equipment” (as successors to Statements of Financial Accounting Standards Nos. 19, 109, 142,
and 144) (and any standards replacing, modifying or superceding any such Standard) after December
31, 2010, net of associate taxes) of the Borrower and its Subsidiaries on a consolidated basis
(excluding investments in persons that are not Subsidiaries) exceeds $2,750,000,000.



     Section 6.10 Hedging Agreements. The Borrower will not, and will not permit any of
its Subsidiaries to, enter into any Hedging Agreement, except (a) Hedging Agreements entered into
to hedge or mitigate risks to which the Borrower or any Subsidiary has actual or projected exposure
(other than those in respect of Equity Interests of the Borrower or any of its Subsidiaries), (b)
Hedging Agreements entered into in order to effectively cap, collar or exchange interest rates
(from fixed to floating rates, from one floating rate to another floating rate or otherwise) with
respect to any interest-bearing liability or investment of the Borrower or any Subsidiary and (c)
other Hedging Agreements permitted under the risk management policies approved by the Borrower’s
Board of Directors from time to time and not subjecting the Borrower and its Subsidiaries to
material speculative risks.



ARTICLE VII




EVENTS OF DEFAULT



     If any of the following events (“Events of Default”) shall occur and be continuing:



     (a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation
in respect of any LC Disbursement when and as the same shall become due and payable, whether at the
due date thereof or at a date fixed for prepayment thereof or otherwise;



     (b) the Borrower shall fail to pay (i) any interest on any Loan payable under this Agreement,
when and as the same shall become due and payable, and such failure shall continue unremedied for a
period of five (5) days or (ii) any fee or any other amount (other than an amount referred to in
clause (a) or (b)(i) of this Article) payable under this Agreement, when and as the same shall
become due and payable, and such failure shall continue unremedied for a period of ten (10) days;



     (c) any representation or warranty (other than Added L/C Representations) made by the Borrower
(or by any Responsible Officer of the Borrower) in writing under or in connection with this
Agreement or any other Loan Document or any instrument executed in connection herewith (including
representations and warranties deemed made pursuant to Section 4.02) shall prove to have
been incorrect in any material respect when made or deemed made and such materiality is continuing;



54









 





     (d) the Borrower shall fail to observe or perform any covenant, condition or agreement
contained in Article VI;



     (e) the Borrower shall fail to observe or perform any covenant, condition or agreement
contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article),
and such failure shall continue unremedied for a period of 30 days after the earlier of (i) written
notice thereof from the Administrative Agent to the Borrower (which notice will be given at the
request of the Required Lenders) or (ii) a Responsible Officer of the Borrower shall have knowledge
of such failure;



     (f) the Borrower or any Material Subsidiary of the Borrower shall (i) fail to pay (A) any
principal of or premium or interest on any Material Indebtedness of the Borrower or such Material
Subsidiary (as the case may be), or (B) aggregate net obligations under one or more Hedging
Agreements (excluding amounts the validity of which are being contested in good faith by
appropriate proceedings, if necessary, and for which adequate reserves with respect thereto are
maintained on the books of the Borrower or such Material Subsidiary (as the case may be)) in excess
of $100,000,000, in each case when the same becomes due and payable (whether by scheduled maturity,
required prepayment, acceleration, demand or otherwise), and such failure shall continue after the
applicable grace period, if any, specified in the agreement or instrument relating to such Material
Indebtedness or such Hedging Agreements; or (ii) default in the observance or performance of any
covenant or obligation contained in any agreement of such Material Indebtedness that is a default
(in each case, other than a failure to pay specified in clause (i) of this subsection (f)) and such
default shall continue after the applicable grace period, if any, specified in such agreement or
instrument, if the effect thereof is to accelerate the maturity of such Material Indebtedness or
require such Material Indebtedness to be prepaid prior to the stated maturity thereof; for the
avoidance of doubt the parties acknowledge and agree that any payment required to be made under a
guaranty of payment or collection described in clause (g) of the definition of Indebtedness shall
be due and payable at the time such payment is due and payable under the terms of such guaranty
(taking into account any applicable grace period) and such payment shall be deemed not to have been
accelerated or required to be prepaid prior to its stated maturity as a result of the obligation
guaranteed having become due;



     (g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed
seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Material
Subsidiary of the Borrower or its debts, or of a substantial part of its assets, under any
federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Borrower or any Material Subsidiary of the Borrower or for a substantial
part of its assets, and, in any such case, such proceeding or petition shall continue undismissed
for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;



     (h) the Borrower or any Material Subsidiary of the Borrower shall (i) voluntarily commence any
proceeding or file any petition seeking liquidation, reorganization or other relief under any
federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner,
any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to
the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official
for the Borrower or any Material Subsidiary of the Borrower or for a substantial part of its
assets, (iv) make a general assignment for the benefit of creditors or (v) take any action for the
purpose of effecting any of the foregoing;



     (i) the Borrower or any Material Subsidiary of the Borrower shall admit in writing its
inability to pay its debts generally;



55









 





     (j) one or more judgments for the payment of money in an aggregate uninsured amount equal to
or greater than $100,000,000 shall be rendered against the Borrower or any Material Subsidiary of
the Borrower or any combination thereof and the same shall remain undischarged for a period of 30
consecutive days during which execution shall not be effectively stayed, or any action shall be
legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any such
Material Subsidiary of the Borrower to enforce any such judgment;



     (k) an ERISA Event shall have occurred and, thirty (30) days after notice thereof shall have
been given to the Borrower by the Administrative Agent, such ERISA Event shall still exist, and
such ERISA Event, when taken together with all other ERISA Events that have occurred, would
reasonably be expected to result in a Material Adverse Effect;



     (l) the Borrower or any Material Subsidiary or ERISA Affiliate of the Borrower shall have been
notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such
Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid
to Multiemployer Plans in connection with Withdrawal Liabilities (determined as of the date of such
notification), would reasonably be expected to result in a Material Adverse Effect;



     (m) the Borrower or any Material Subsidiary or ERISA Affiliate of the Borrower shall have been
notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization
or is being terminated, within the meaning of Title IV of ERISA, if as a result of such
reorganization or termination the aggregate annual contributions of the Borrower and its ERISA
Affiliates to all Multiemployer Plans which are then in reorganization or being terminated have
been or will be increased over the amounts contributed to such Multiemployer Plans for the
respective plan years which include the Closing Date by an amount that would reasonably be expected
to result in a Material Adverse Effect; or



     (n) a Change in Control shall occur; or



     (o) if any Guaranty of a Subsidiary is required to be in effect pursuant to Section
5.09(a) and prior to the release of such Guaranty pursuant to Section 9.19, (i) such
Guaranty for any reason is not a legal, valid, binding and enforceable obligation of such Guarantor
party thereto for more than five (5) days or (ii) such Guarantor shall so state in writing that
such Guaranty for any reason is not a legal, valid, binding and enforceable obligation of such
Guarantor;


then, and in every such event (other than an event with respect to the Borrower described in clause
(g) or (h) of this Article), and at any time thereafter during the continuance of such event, the
Administrative Agent at the request of the Required Lenders shall, by notice to the Borrower, take
any of the following actions, at the same or different times: (i) terminate the Aggregate
Commitments and Letter of Credit Commitments, and thereupon the Aggregate Commitments and the
Letter of Credit Commitments shall terminate immediately, (ii) declare the Loans owed by the
Borrower as to which an Event of Default has occurred and is continuing to be due and payable in
whole (or in part, in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so declared to be due
and payable, together with accrued interest thereon and all fees and other obligations of the
Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of
any event with respect to the Borrower described in clause (g) or (h) of this Article, the
obligations of each Lender to make Loans to the Borrower, and of each Issuing Bank to issue a
Letter of Credit for or on behalf of the Borrower shall be automatically terminated and the
principal of the Loans of then outstanding, together with accrued interest thereon and all fees and
other obligations owed by the Borrower shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are hereby waived by the
Borrower, and (iii) exercise on behalf






56









 







of itself, the Lenders and the Issuing Banks all rights and remedies available to it, the Lenders
and the Issuing Banks under the Loan Documents, including the rights under Section
2.06(j)(i).




ARTICLE VIII




THE ADMINISTRATIVE AGENT



     Section 8.01 Appointment and Authority. Each Lender Party hereby irrevocably appoints
Citibank, N.A. to act on its behalf as the Administrative Agent hereunder and under the other Loan
Documents and authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto. The provisions of this
Article are solely for the benefit of the Administrative Agent and the Lender Parties, and neither
the Borrower nor any Guarantor shall have any rights as a third party beneficiary of any of such
provisions.



     Section 8.02 Administrative Agent Individually.



     (a) The Person serving as the Administrative Agent hereunder shall have the same rights and
powers in its capacity as a Lender Party as any other Lender Party and may exercise the same as
though it were not the Administrative Agent and the term “Lender Party” or “Lender Parties” shall,
unless otherwise expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual capacity. Such Person and its
Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with the Borrower or any
Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder
and without any duty to account therefor to the Lender Parties.



     (b) Each Lender Party understands that the Person serving as Administrative Agent, acting in
its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged
in a wide range of financial services and businesses (including investment management, financing,
securities trading, corporate and investment banking and research) (such services and businesses
are collectively referred to in this Article VIII as “Activities”) and may engage in the Activities
with or on behalf of one or more of the Borrower or its respective Affiliates. Furthermore, the
Agent’s Group may, in undertaking the Activities, engage in trading in financial products or
undertake other investment businesses for its own account or on behalf of others (including the
Borrower and its Affiliates and including holding, for its own account or on behalf of others,
equity, debt and similar positions in the Borrower or its respective Affiliates), including trading
in or holding long, short or derivative positions in securities, loans or other financial products
of one or more of the Borrower or its Affiliates. Each Lender Party understands and agrees that in
engaging in the Activities, the Agent’s Group may receive or otherwise obtain information
concerning the Borrower or its Affiliates (including information concerning the ability of the
Borrower to perform its obligations hereunder and under the other Loan Documents) which information
may not be available to any of the Lender Parties that are not members of the Agent’s Group. None
of the Administrative Agent nor any member of the Agent’s Group shall have any duty to disclose to
any Lender Party or use on behalf of the Lender Parties, and shall not be liable for the failure to
so disclose or use, any information whatsoever about or derived from the Activities or otherwise
(including any information concerning the business, prospects, operations, property, financial and
other condition or creditworthiness of the Borrower or any Affiliate thereof) or to account for any
revenue or profits obtained in connection with the Activities, except that the Administrative Agent
shall deliver or otherwise



57









 




make available to each Lender Party such documents as are expressly required by any Loan
Document to be transmitted by the Administrative Agent to the Lender Parties.




     (c) Each Lender Party further understands that there may be situations where members of the
Agent’s Group or their respective customers (including the Borrower and its Affiliates) either now
have or may in the future have interests or take actions that may conflict with the interests of
any one or more of the Lender Parties (including the interests of the Lender Parties hereunder and
under the other Loan Documents). Each Lender Party agrees that no member of the Agent’s Group is
or shall be required to restrict its activities as a result of the Person serving as Administrative
Agent being a member of the Agent’s Group, and that each member of the Agent’s Group may undertake
any Activities without further consultation with or notification to any Lender Party. None of (i)
this Agreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information
(including Information) concerning the Borrower or its Affiliates (including information concerning
the ability of the Borrower to perform its obligations hereunder and under the other Loan
Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual
duties (including without limitation any duty of trust or confidence) owing by the Administrative
Agent or any member of the Agent’s Group to any Lender Party including any such duty that would
prevent or restrict the Agent’s Group from acting on behalf of customers (including the Borrower or
its Affiliates) or for its own account.



     Section 8.03 Duties of Administrative Agent; Exculpatory Provisions.



     (a) The Administrative Agent’s duties hereunder and under the other Loan Documents are solely
ministerial and administrative in nature and the Administrative Agent shall not have any duties or
obligations except those expressly set forth herein and in the other Loan Documents. Without
limiting the generality of the foregoing, the Administrative Agent shall not have any duty to take
any discretionary action or exercise any discretionary powers, but shall be required to act or
refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the
written direction of the Required Lenders (or such other number or percentage of the Lenders as
shall be expressly provided for herein or in the other Loan Documents), provided that the
Administrative Agent shall not be required to take any action that, in its opinion or the opinion
of its counsel, may expose the Administrative Agent or any of its Affiliates to liability or that
is contrary to any Loan Document or applicable law.



     (b) The Administrative Agent shall not be liable for any action taken or not taken by it (i)
with the consent or at the request of the Required Lenders (or such other number or percentage of
the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall
be necessary, under the circumstances as provided in Section 9.03 or Article VII)
or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent
shall be deemed not to have knowledge of any Default or the event or events that give or may give
rise to any Default unless and until the Borrower or any Lender Party shall have given notice to
the Administrative Agent describing such Default and such event or events.



     (c) Neither the Administrative Agent nor any member of the Agent’s Group shall be responsible
for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or
other information made or supplied in or in connection with this Agreement, any other Loan Document
or the Information Memorandum, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith or the adequacy, accuracy
and/or completeness of the information contained therein, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set



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forth in Article IV or elsewhere herein, other than (but subject to the foregoing clause (ii))
to confirm receipt of items expressly required to be delivered to the Administrative Agent.




     (d) Nothing in this Agreement or any other Loan Document shall require the Administrative
Agent or any of its Related Parties to carry out any “know your customer” or other checks in
relation to any person on behalf of any Lender Party and each Lender Party confirms to the
Administrative Agent that it is solely responsible for any such checks it is required to carry out
and that it may not rely on any statement in relation to such checks made by the Administrative
Agent or any of its Related Parties.



     Section 8.04 Reliance by Administrative Agent. The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by it to be genuine
and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative
Agent also may rely upon any statement made to it orally or by telephone and believed by it to have
been made by the proper Person, and shall not incur any liability for relying thereon. In
determining compliance with any condition hereunder to the making of a Loan, or the issuance of a
Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender Party, the
Administrative Agent may presume that such condition is satisfactory to such Lender Party unless an
officer of the Administrative Agent responsible for the transactions contemplated hereby shall have
received notice to the contrary from such Lender Party prior to the making of such Loan or the
issuance of such Letter of Credit, and in the case of a Borrowing, such Lender Party shall not have
made available to the Administrative Agent such Lender Party’s ratable portion of such Borrowing.
The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower),
independent accountants and other experts selected by it, and shall not be liable for any action
taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.



     Section 8.05 Delegation of Duties. The Administrative Agent may perform any and all
of its duties and exercise its rights and powers hereunder or under any other Loan Document by or
through any one or more sub agents appointed by the Administrative Agent. The Administrative Agent
and any such sub agent may perform any and all of its duties and exercise its rights and powers by
or through their respective Related Parties. Each such sub agent and the Related Parties of the
Administrative Agent and each such sub agent shall be entitled to the benefits of all provisions of
this Article VIII and Section 9.04 (as though such sub-agents were the
“Administrative Agent” under the Loan Documents) as if set forth in full herein with respect
thereto.



     Section 8.06 Resignation of Administrative Agent. The Administrative Agent may at any
time give notice of its resignation to the Lender Parties and the Borrower (such notice not to be
effective until 30 days have lapsed). Upon receipt of any such notice of resignation, the Required
Lenders shall have the right, unless an Event of Default under subsection (a), (g) or (h) of
Article VIII has occurred and is continuing, with the consent of the Borrower, to appoint a
successor. If no such successor shall have been so appointed by the Required Lenders and shall
have accepted such appointment within 30 days after the retiring Administrative Agent gives notice
of its resignation (such 30-day period, the “Lender Party Appointment Period”), then the
retiring Administrative Agent may on behalf of the Lender Parties, appoint a successor
Administrative Agent meeting the qualifications set forth above. In addition and without any
obligation on the part of the retiring Administrative Agent to appoint, on behalf of the Lender
Parties, a successor Administrative Agent, the retiring Administrative Agent may at any time upon
or after the end of the Lender Party Appointment Period notify the Borrower and the Lender Parties
that no qualifying Person has accepted appointment as successor Administrative Agent and the
effective date of such retiring Administrative Agent’s resignation which effective date shall be no
earlier than three business days after the date of such notice. Upon the resignation effective
date established in such notice and regardless of whether a successor Administrative Agent has been
appointed and accepted such appointment, the retiring



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Administrative Agent’s resignation shall nonetheless become effective and (i) the retiring
Administrative Agent shall be discharged from its duties and obligations as Administrative Agent
hereunder and under the other Loan Documents and (ii) all payments, communications and
determinations provided to be made by, to or through the Administrative Agent shall instead be made
by or to each Lender Party directly, until such time as the Required Lenders appoint a successor
Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, such successor shall succeed to and become vested
with all of the rights, powers, privileges and duties as Administrative Agent of the retiring (or
retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all
of its duties and obligations as Administrative Agent hereunder or under the other Loan Documents
(if not already discharged therefrom as provided above in this paragraph). The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such successor. After the retiring Administrative
Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article
and Section 9.04 shall continue in effect for the benefit of such retiring Administrative
Agent, its sub agents and their respective Related Parties in respect of any actions taken or
omitted to be taken by any of them while the retiring Administrative Agent was acting as
Administrative Agent. Anything herein to the contrary notwithstanding, if at any time the Required
Lenders determine that the Person serving as Administrative Agent is (without taking into account
any provision in the definition of “Defaulting Lender” requiring notice from the Administrative
Agent or any other party) a Defaulting Lender, the Required Lenders (determined after giving effect
to Section 9.03) may by notice to the Borrower and such Person remove such Person as
Administrative Agent and, in with the consent of the Borrower, appoint a replacement Administrative
Agent hereunder. Such removal will, to the fullest extent permitted by applicable law, be
effective on the earlier of (i) the date a replacement Administrative Agent is appointed and (ii)
the date 30 days after the giving of such notice by the Required Lenders (regardless of whether a
replacement Administrative Agent has been appointed).




     Section 8.07 Non-Reliance on Administrative Agent and Other Lender Parties.



     (a) Each Lender Party confirms to the Administrative Agent, each other Lender Party and each
of their respective Related Parties that it (i) possesses (individually or through its Related
Parties) such knowledge and experience in financial and business matters that it is capable,
without reliance on the Administrative Agent, any other Lender Party or any of their respective
Related Parties, of evaluating the merits and risks (including tax, legal, regulatory, credit,
accounting and other financial matters) of (x) entering into this Agreement, (y) making Loans and
other extensions of credit hereunder and under the other Loan Documents and (z) taking or not
taking actions hereunder and thereunder, (ii) is financially able to bear such risks and (iii) has
determined that entering into this Agreement and making Loans and other extensions of credit
hereunder and under the other Loan Documents is suitable and appropriate for it.



     (b) Each Lender Party acknowledges that (i) it is solely responsible for making its own
independent appraisal and investigation of all risks arising under or in connection with this
Agreement and the other Loan Documents, (ii) it has, independently and without reliance upon the
Administrative Agent, any other Lender Party or any of their respective Related Parties, made its
own appraisal and investigation of all risks associated with, and its own credit analysis and
decision to enter into, this Agreement based on such documents and information as it has deemed
appropriate and (iii) it will, independently and without reliance upon the Administrative Agent,
any other Lender Party or any of their respective Related Parties, continue to be solely
responsible for making its own appraisal and investigation of all risks arising under or in
connection with, and its own credit analysis and decision to take or not take action under, this
Agreement and the other Loan Documents based on such documents and information as it shall from
time to time deem appropriate, which may include, in each case:



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          (i) the financial condition, status and capitalization of the Borrower;




          (ii) the legality, validity, effectiveness, adequacy or enforceability of this
Agreement and each other Loan Document and any other agreement, arrangement or document
entered into, made or executed in anticipation of, under or in connection with any Loan
Document;




          (iii) determining compliance or non-compliance with any condition hereunder to the
making of a Loan, or the issuance of a Letter of Credit and the form and substance of all
evidence delivered in connection with establishing the satisfaction of each such condition;




          (iv) the adequacy, accuracy and/or completeness of the Information Memorandum and any
other information delivered by the Administrative Agent, any other Lender Party or by any of
their respective Related Parties under or in connection with this Agreement or any other
Loan Document, the transactions contemplated hereby and thereby or any other agreement,
arrangement or document entered into, made or executed in anticipation of, under or in
connection with any Loan Document.



     Section 8.08 No Other Duties, etc. Anything herein to the contrary notwithstanding,
none of the Persons acting as Joint Bookrunners, Joint Lead Arrangers, Co-Syndication Agents or
Documentation Agent listed on the cover page hereof shall have any powers, duties or
responsibilities under this Agreement or any of the other Loan Documents, except in its capacity,
as applicable, as the Administrative Agent or as a Lender Party hereunder.



     Section 8.09 Trust Indenture Act. In the event that Citibank, N.A. or any of its
Affiliates shall be or become an indenture trustee under the Trust Indenture Act of 1939 (as
amended, the “Trust Indenture Act”) in respect of any securities issued or guaranteed by
the Borrower or any Guarantor, the parties hereto acknowledge and agree that any payment or
property received in satisfaction of or in respect of any obligation of the Borrower or such
Guarantor hereunder or under any other Loan Document by or on behalf of Citibank, N.A. in its
capacity as the Administrative Agent for the benefit of any Lender under any Loan Document (other
than Citibank, N.A. or an Affiliate of Citibank, N.A.) and which is applied in accordance with the
Loan Documents shall be deemed to be exempt from the requirements of Section 311 of the Trust
Indenture Act pursuant to Section 311(b)(3) of the Trust Indenture Act.



     Section 8.10 Resignation of an Issuing Bank. If a Lender becomes, and during the
period it remains, a Defaulting Lender, and Commitments have not been fully reallocated pursuant to
Section 2.06(k)), an Issuing Bank may, upon prior written notice to the Borrower and the
Administrative Agent, resign as an Issuing Bank effective at the close of business New York time on
a date specified in such notice; provided, that such resignation by an Issuing Bank will
have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the
obligations of the Borrower or any Lender under this Agreement with respect to any such outstanding
Letter of Credit or otherwise to such Issuing Bank.



ARTICLE IX




MISCELLANEOUS



     Section 9.01 Notices.



     (a) Except in the case of notices and other communications expressly permitted to be given by
telephone, all notices, demands, requests, consents and other communications provided for in this
Agreement shall be given in writing, or by any telecommunication device capable of creating a
written



61









 




record (including electronic mail), and addressed to the party to be notified as follows:





     (i) if to the Borrower or any other Borrower, to it at WPX Energy, Inc., One Williams
Center, Tulsa, Oklahoma 74172-0172, Attention of Treasurer (fax number (918) 573-0871);




     (ii) if to the Administrative Agent, to Citibank, N.A., 2 Penns Way, Suite 200, New
Castle, Delaware 19720 (fax number: (302) 894-6120; email address:
oploanswebadmin@citigroup.com), Attention: WPX Energy, Inc. Account Officer, with a copy to
Citicorp North America, Inc., 2800 Post Oak Boulevard, Suite 400, Houston, Texas 77056 (fax
number: (713) 481-0247), Attention: WPX Energy, Inc. Account Officer;




     (iii) if to the Swingline Lender, to Citibank, N.A., 2 Penns Way, Suite 200, New
Castle, Delaware 19720 (fax number: (302) 894-6120; email address:
oploanswebadmin@citigroup.com), Attention: WPX Energy, Inc. Account Officer, with a copy to
Citicorp North America, Inc., 2800 Post Oak Boulevard, Suite 400, Houston, Texas 77056 (fax
number: (713) 481-0247), Attention: WPX Energy, Inc. Account Officer;




     (iv) if to any Issuing Bank, to it at its address (or fax number) set forth in Schedule
2.01; and




     (v) if to any other Lender Party, to it at its address (or fax number) set forth in its
Administrative Questionnaire.




or at such other address as shall be notified in writing (x) in the case of the Borrower and
the Administrative Agent, to the other parties and (y) in the case of all other parties, to
the Borrower and the Administrative Agent.



     (b) All notices, demands, requests, consents and other communications described in clause (a)
shall be effective (i) if delivered by hand, including any overnight courier service, upon personal
delivery, (ii) if delivered by mail, when deposited in the mails, (iii) if delivered by posting to
an Approved Electronic Platform, an Internet website or a similar telecommunication device
requiring that a user have prior access to such Approved Electronic Platform, website or other
device (to the extent permitted by Section 9.02 to be delivered thereunder), when such
notice, demand, request, consent and other communication shall have been made generally available
on such Approved Electronic Platform, Internet website or similar device to the class of Person
being notified (regardless of whether any such Person must accomplish, and whether or not any such
Person shall have accomplished, any action prior to obtaining access to such items, including
registration, disclosure of contact information, compliance with a standard user agreement or
undertaking a duty of confidentiality) and such Person has been notified in respect of such posting
that a communication has been posted to the Approved Electronic Platform and (iv) if delivered by
electronic mail or any other telecommunications device, when transmitted to an electronic mail
address (or by another means of electronic delivery) as provided in clause (a); provided,
however, that notices and communications to the Administrative Agent pursuant to Article II or
Article VIII) shall not be effective until received by the Administrative Agent.



     (c) Notwithstanding clauses (a) and (b) (unless the Administrative Agent requests that the
provisions of clause (a) and (b) be followed) and any other provision in this Agreement or any
other Loan Document providing for the delivery of any Approved Electronic Communication by any
other means, the Borrower shall deliver all Approved Electronic Communications to the
Administrative Agent by properly transmitting such Approved Electronic Communications in an
electronic/soft medium in a format acceptable to the Administrative Agent to
oploanswebadmin@citigroup.com or such other



62









 




electronic mail address (or similar means of electronic delivery) as the Administrative Agent
may notify to the Borrower. Nothing in this clause (c) shall prejudice the right of the
Administrative Agent or any Lender Party to deliver any Approved Electronic Communication to the
Borrower in any manner authorized in this Agreement or to request that the Borrower effect delivery
in such manner.




     Section 9.02 Posting of Approved Electronic Communications.



     (a) Each of the Lender Parties and the Borrower agree that the Administrative Agent may, but
shall not be obligated to, make the Approved Electronic Communications available to the Lender
Parties by posting such Approved Electronic Communications on IntraLinksTM or a substantially
similar electronic platform chosen by the Administrative Agent to be its electronic transmission
system (the “Approved Electronic Platform”).



     (b) Although the Approved Electronic Platform and its primary web portal are secured with
generally-applicable security procedures and policies implemented or modified by the Administrative
Agent from time to time (including, as of the Closing Date, a dual firewall and a User ID/Password
Authorization System) and the Approved Electronic Platform is secured through a
single-user-per-deal authorization method whereby each user may access the Approved Electronic
Platform only on a deal-by-deal basis, each of the Lender Parties and the Borrower acknowledges and
agrees that the distribution of material through an electronic medium is not necessarily secure and
that there are confidentiality and other risks associated with such distribution. In consideration
for the convenience and other benefits afforded by such distribution and for the other
consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged,
each of the Lender Parties and the Borrower hereby approves distribution of the Approved Electronic
Communications through the Approved Electronic Platform and understands and assumes the risks of
such distribution.



     (c) THE APPROVED ELECTRONIC PLATFORM AND THE APPROVED ELECTRONIC COMMUNICATIONS ARE PROVIDED
“AS IS” AND “AS AVAILABLE”. NONE OF THE ADMINISTRATIVE AGENT NOR ANY OTHER MEMBER OF THE AGENT’S
GROUP WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE APPROVED ELECTRONIC COMMUNICATIONS OR
THE APPROVED ELECTRONIC PLATFORM AND EACH EXPRESSLY DISCLAIMS ANY LIABILITY FOR ERRORS OR OMISSIONS
IN THE APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. NO WARRANTY OF ANY
KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE
APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM.



     (d) Each of the Lender Parties and the Borrower agree that the Administrative Agent may, but
(except as may be required by applicable law) shall not be obligated to, store the Approved
Electronic Communications on the Approved Electronic Platform in accordance with the Administrative
Agent’s generally-applicable document retention procedures and policies.



     Section 9.03 Waivers; Amendments.



     (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in
exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or the exercise of
any other right or power.



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The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders
hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise
have. No waiver of any provision of this Agreement or consent to any departure by the Borrower
therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of
this Section, and then such waiver or consent shall be effective only in the specific instance and
for the purpose for which given. Without limiting the generality of the foregoing, the making of a
Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default,
regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice
or knowledge of such Default at the time.




     (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Borrower and the Required
Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders;
provided that no such agreement shall (i) increase or extend the Commitment of any Lender
without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC
Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without
the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment
of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees
payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the
scheduled date of expiration of any Commitment, without the written consent of each Lender affected
thereby, (iv) change any provision in a manner that would alter the pro rata sharing of payments
required thereby, without the written consent of each Lender, or (v) change any of the provisions
of this Section or the definition of “Required Lenders” or any other provision hereof specifying
the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make
any determination or grant any consent hereunder, without the written consent of each Lender;
provided further that no such agreement shall amend, modify or otherwise affect the rights
or duties of the Administrative Agent, any Issuing Bank or the Swingline Lender hereunder without
the prior written consent of the Administrative Agent, such Issuing Bank or the Swingline Lender,
as the case may be. Except as provided herein, during such period as a Lender is a Defaulting
Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote
in respect of amendments and waivers hereunder and the Commitment and the outstanding Loans or
other extensions of credit of such Lender hereunder will not be taken into account in determining
whether the Required Lenders or all of the Lenders, as required, have approved any such amendment
or waiver (and the definition of “Required Lenders” will automatically be deemed modified
accordingly for the duration of such period); provided, that any such amendment or waiver
referred to in clauses (i) through (v) or the proviso above or that would alter the terms of this
proviso shall require the consent of such Defaulting Lender to the extent such Defaulting Lender is
affected thereby.



     Section 9.04 Expenses; Indemnity; Damage Waiver



     (a) (i) The Borrower agrees to pay, within 30 days of receipt by the Borrower of request
therefor, all reasonable out-of-pocket costs and expenses of the Joint Lead Arrangers, the
Administrative Agent and the Issuing Banks in connection with the syndication, preparation,
execution, delivery, administration, modification and amendment of this Agreement, the Letters of
Credit, the Notes, or any other Loan Document and the other documents to be delivered under this
Agreement, including the reasonable fees and out-of-pocket expenses of Bracewell & Giuliani, LLP,
counsel for the Administrative Agent, with respect thereto and with respect to advising the
Administrative Agent as to its rights and responsibilities under this Agreement, the Notes and any
other Loan Document and the reasonable costs and expenses of the Issuing Banks in connection with
any Letter of Credit, and (ii) the Borrower agrees to pay, on demand all costs and expenses, if any
(including reasonable counsel fees and out-of-pocket expenses), of the Administrative Agent, the
Issuing Banks and each Lender in connection with the enforcement (after the occurrence and during
the continuance of an Event of Default and whether through



64









 




negotiations (including formal workouts or restructurings), legal proceedings or otherwise)
against the Borrower of any Loan Document.




     (b) The Borrower agrees, to the fullest extent permitted by law, to indemnify and hold
harmless the Administrative Agent, the Issuing Banks, the Swingline Lender, the Joint Lead
Arrangers, each Lender (other than any Defaulting Lender) and each Related Party of any of the
foregoing Persons (the “Indemnified Parties”) from and against any and all claims, damages,
losses, liabilities, costs, penalties, fees and expenses (including reasonable fees and
disbursements of counsel) of any kind or nature whatsoever for which any of them may become liable
or which may be incurred by or asserted against any of the Indemnified Parties (other than claims
and related damages, losses, liabilities, costs, penalties, fees and expenses made by one Lender
(or its successors or assignees) against another Lender) arising out of, related to or in
connection with (i) any Loan Document or any other document or instrument delivered in connection
herewith, (ii) any violation by the Borrower or any Subsidiary thereof of any Environmental Law or
any other law, rule, regulation or order, (iii) any Loan, any Letter of Credit or the use or
proposed use of the proceeds of any Loan or Letter of Credit, (iv) any of the Aggregate
Commitments, (v) any transaction in which any proceeds of any Letter of Credit or Loan are applied
or (vi) any investigation, litigation or proceeding, whether or not any of the Indemnified Parties
is a party thereto, related to or in connection with any of the foregoing or any Loan Document
(EXPRESSLY INCLUDING ANY SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, PENALTY, FEE OR EXPENSE
ATTRIBUTABLE TO THE ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNIFIED PARTY, BUT
EXCLUDING ANY SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, PENALTY, FEE OR EXPENSE SOUGHT TO BE
RECOVERED BY ANY INDEMNIFIED PARTY TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST,
PENALTY, FEE OR EXPENSE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH
INDEMNIFIED PARTY). IT IS THE INTENT OF THE PARTIES HERETO THAT EACH INDEMNIFIED PARTY SHALL, TO
THE EXTENT PROVIDED IN THIS SECTION 9.04(b), BE INDEMNIFIED FOR ITS OWN ORDINARY, SOLE OR
CONTRIBUTORY NEGLIGENCE.



     (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the
Administrative Agent, any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay to the Administrative Agent, the applicable Issuing
Bank or the Swingline Lender, as the case may be, such Lender’s Applicable Percentage (determined
as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such
unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage,
liability, cost, penalty, fee or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent, such Issuing Bank or the Swingline Lender in its capacity as
such.



     (d) To the fullest extent permitted by applicable law, no party shall assert, and each party
hereby waives, any claim against any other party or any Indemnified Party, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter
of Credit or the use of the proceeds thereof; provided, however, that the foregoing
limitation shall not be deemed to impair or affect the indemnification obligations of the Borrower
under the Loan Documents. No Indemnified Party referred to in paragraph (b) above shall be liable
for any damages arising from the use by unintended recipients of any information or other materials
distributed by it through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the transactions contemplated
hereby or thereby.



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     (e) All amounts due under this Section shall be payable not later than 30 days after written
demand therefor, such demand to be in reasonable detail setting forth the basis for and method of
calculation of such amounts.



     Section 9.05 Successors and Assigns



     (a) Successors and Assigns Generally. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of the Administrative Agent and
each Lender and no Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this
Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this
Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions
of paragraph (f) of this Section (and any other attempted assignment or transfer by any party
hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and,
to the extent expressly contemplated hereby, the Related Parties of each of the Administrative
Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this
Agreement.



     (b) Assignments by Lenders. Any Lender may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided that any such
assignment shall be subject to the following conditions:




          (i) Minimum Amounts.




               (A) in the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to
a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned;
and



               
(B)
 in any case not described in paragraph (b)(i)(A) of this Section, the aggregate
amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or,
if the applicable Commitment is not then in effect, the principal outstanding balance of the
Loans of the assigning Lender subject to each such assignment (determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the Administrative
Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade
Date) shall not be less than $5,000,000 and shall be an integral multiple of $1,000,000,
unless each of the Administrative Agent and, so long as no Event of Default has occurred and
is continuing, the Borrower otherwise consents (each such consent not to be unreasonably
withheld or delayed).




          (ii) Proportionate Amounts. Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement with respect to the Loans or the Commitment assigned.




          (iii) Required Consents. No consent shall be required for any assignment
except to the extent required by paragraph (b)(i)(B) of this Section and, in addition:



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               (A) the consent of the Borrower (such consent not to be unreasonably withheld or
delayed) shall be required unless (x) an Event of Default has occurred and is continuing at
the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender
or an Approved Fund;




               (B) the consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required for assignments if such assignment is to a Person
that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund with
respect to such Lender; and




               (C) the consent of the Issuing Banks (such consent not to be unreasonably withheld or
delayed) shall be required for any assignment that increases the obligation of the assignee
to participate in exposure under one or more Letters of Credit (whether or not then
outstanding).




          (iv) Assignment and Assumption. The parties to each assignment shall execute
and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall
deliver to the Administrative Agent an Administrative Questionnaire.




          (v) No Assignment to Borrower. No such assignment shall be made to the
Borrower or the Borrower’s Affiliates or Subsidiaries.




          (vi) No Assignment to Natural Persons or a Defaulting Lender. No such
assignment shall be made to a natural person or a Defaulting Lender.


Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c)
of this Section, from and after the effective date specified in each Assignment and Assumption, the
assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be
entitled to the benefits of Sections 2.15, 2.17 and 9.04 with respect to
facts and circumstances occurring prior to the effective date of such assignment. Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does not comply with
this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (d) of this Section.




     (c) Register. The Administrative Agent, acting solely for this purpose as an agent of
the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption
delivered to it and a register for the recordation of the names and addresses of the Lenders, the
Aggregate Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the
terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive,
and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower and any Lender Party as to its own Commitments and amounts
owing to it, at any reasonable time and from time to time upon reasonable prior notice. Upon its
receipt of an executed Assignment and Acceptance, together with any Note subject to such
assignment, and the payment of any processing and



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registration fee, the Administrative Agent shall (i) accept such Assignment and Acceptance,
(ii) record the information contained therein in the Register and (iii) give prompt notice thereof
to the parties thereto.




     (d) Participations. Any Lender may at any time, without the consent of, or notice to,
the Borrower or the Administrative Agent, sell participations to any Person (other than a natural
person or the Borrower or the Borrower’s Affiliates or Subsidiaries) (each, a
“Participant”) in all or a portion of such Lender’s rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or the Loans owing to it);
provided that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the Issuing
Banks shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement.



     Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in Section 9.03(b)
that affects such Participant. Subject to paragraph (e) of this Section, the Borrower agrees that
each Participant shall be entitled to the benefits of Sections 2.15, and 2.17 to
the same extent as if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 9.09 as though it were a Lender, provided such
Participant agrees to be subject to Section 2.18(c) as though it were a Lender.



     (e) Limitations upon Participant Rights. A Participant shall not be entitled to
receive any greater payment under Sections 2.15 or 2.17 than the applicable Lender
would have been entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the Borrower’s prior written
consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to
the benefits of Section 2.17 unless the Borrower is notified of the participation sold to
such Participant and such Participant agrees, for the benefit of the Borrower, to comply with
Section 2.17(e) as though it were a Lender.



     (f) Certain Pledges. Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central
bank having jurisdiction over such Lender; provided that no such pledge or assignment shall
release such Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.



     Section 9.06 Survival. All covenants, agreements, representations and warranties made
by the Borrower herein and in the certificates or other instruments delivered in connection with
or pursuant to this Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this Agreement and the making of any Loans
and issuance of any Letters of Credit, regardless of any investigation made by any such other party
or on its behalf, and shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this Agreement is
outstanding and unpaid or any Letter of Credit is outstanding and so long as the Aggregate
Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16,
2.17 and 9.04 and Article VIII shall survive and remain in full force and effect
regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans,
the expiration or termination of the Letters of Credit and the Aggregate Commitments or the
termination of this Agreement or any provision hereof.



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     Section 9.07 Counterparts; Integration; Effectiveness. This Agreement may be executed
in counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
This Agreement and any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. This Agreement shall become effective on the Closing Date,
and thereafter shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. Delivery of an executed counterpart of a signature page of this
Agreement by telecopy or pdf shall be effective as delivery of a manually executed counterpart of
this Agreement.



     Section 9.08 Severability. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.



     Section 9.09 Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender Party is hereby authorized at any time and from time to time, to the
fullest extent permitted by applicable law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final, in whatever currency) at any time held and other
obligations (in whatever currency) at any time owing by such Lender Party to or for the credit or
the account of the Borrower or any Guarantor against any and all of the obligations of the Borrower
or any Guarantor now or hereafter existing under this Agreement or any other Loan Document to such
Lender Party, irrespective of whether or not such obligations of the Borrower or any Guarantor may
be owed to a branch or office of such Lender Party different from the branch or office holding such
deposit or obligated on such indebtedness, provided that demand has been made to the
Borrower for payment of such obligations. The rights of each Lender Party under this Section are
in addition to other rights and remedies (including other rights of setoff) that such Lender Party
may have. Each Lender Party agrees to notify the Borrower and the Administrative Agent promptly
after any such setoff and application, provided that the failure to give such notice shall
not affect the validity of such setoff and application.



     Section 9.10 Governing Law; Jurisdiction; Consent to Service of Process.



     (a) This Agreement shall be construed in accordance with and governed by the law of the State
of New York.



     (b) The Borrower hereby irrevocably and unconditionally submits, for itself and its property,
to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding
may be heard and determined in such New York State or, to the extent permitted by law, in such
federal court. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in this Agreement shall affect any right that the
Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement against the Borrower or its respective properties in the
courts of any jurisdiction.



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     (c) The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Agreement in any court
referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.



     (d) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01. Nothing in this Agreement will affect the right of
any party to this Agreement to serve process in any other manner permitted by law.



     Section 9.11 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.



     Section 9.12 Headings. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and shall not affect
the construction of, or be taken into consideration in interpreting, this Agreement.



     Section 9.13 Confidentiality. Each of the Administrative Agent and the Lender Parties
agrees to maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Related Parties (it being understood that the Persons to
whom such disclosure is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential) to the extent used in connection with the
administration of this Agreement, (b) to the extent requested by any regulatory authority
purporting to have jurisdiction over it (including any self-regulatory authority, such as the
National Association of Insurance Commissioners), (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) during
the existence of an Event of Default, in connection with the exercise of any remedies hereunder or
under any other Loan Document or any action or proceeding relating to this Agreement or any other
Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (ii) any actual or prospective party (or its managers, administrators,
trustees, partners, directors, officers, employees, agents, advisors and other representatives) to
any swap, derivative or other similar transaction under which payments are to be made by reference
to the Borrower and its respective obligations, this Agreement or payments hereunder, (iii) any
rating agency, (iv) the CUSIP Service Bureau or any similar organization or (v) any assignee in
connection with any pledges permitted by Section 9.05(f), (g) with the consent of the
Borrower, or (h) to the extent such Information (x) becomes publicly available other than as a
result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender
Party or any of their respective Affiliates on a nonconfidential basis from a source other than the
Borrower.



     For purposes of this Section, “Information” means all information received from the Borrower
or any of its Subsidiaries relating to the Borrower or any of its Subsidiaries or any of their
respective



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businesses, other than any such information that is available to the Administrative Agent or any
Lender Party on a nonconfidential basis prior to disclosure by the Borrower or any of its
Subsidiaries. Any Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.




     Section 9.14 Treatment of Information.



     (a) Certain of the Lenders may enter into this Agreement and take or not take action hereunder
or under the other Loan Documents on the basis of information that may contain material non-public
information with respect to the Borrower or its securities (such material non-public information,
“Restricting Information”). Other Lenders may enter into this Agreement and take or not
take action hereunder or under the other Loan Documents on the basis of information that does not
contain Restricting Information. Each Lender Party acknowledges that United States federal and
state securities laws prohibit any person from purchasing or selling securities on the basis of
material, non-public information concerning such issuer of such securities or, subject to certain
limited exceptions, from communicating such information to any other Person. Neither the
Administrative Agent nor any of its Related Parties nor the Borrower nor any of its Related
Parties, shall, by making any Communications (including Restricting Information) available to a
Lender Party, by participating in any conversations or other interactions with a Lender Party or
otherwise, make or be deemed to make any statement with regard to or otherwise warrant that any
such information or Communication does or does not contain Restricting Information (except with
respect to the Borrower and its Related Parties, pursuant to Section 9.14(b)), nor shall the
Administrative Agent or any of its Related Parties nor the Borrower nor any of its Related Parties
be responsible or liable in any way for any decision a Lender Party may make to limit or to not
limit its access to Restricting Information. In particular, none of the Administrative Agent nor
any of its Related Parties nor the Borrower nor any of its Related Parties (i) shall have, and the
Administrative Agent, on behalf of itself and each of its Related Parties, hereby disclaims, any
duty to ascertain or inquire as to whether or not a Lender Party has or has not limited its access
to Restricting Information, such Lender Party’s policies or procedures regarding the safeguarding
of material, nonpublic information or such Lender Party’s compliance with applicable laws related
thereto or (ii) shall have, or incur, any liability to the Borrower or Lender Party or any of their
respective Related Parties arising out of or relating to the Administrative Agent or any of its
Related Parties providing or not providing Restricting Information to any Lender Party.



     (b) The Borrower agrees that (i) all Communications it provides to the Administrative Agent
intended for delivery to the Lender Parties whether by posting to the Approved Electronic Platform
or otherwise shall be clearly and conspicuously marked “PUBLIC” if such Communications do not
contain Restricting Information which, at a minimum, shall mean that the word “PUBLIC” shall appear
prominently on the first page thereof, (ii) by marking Communications “PUBLIC,” the Borrower shall
be deemed to have authorized the Administrative Agent and the Lender Parties to treat such
Communications as either publicly available information or not material information (although, in
this latter case, such Communications may contain sensitive business information and, therefore,
remain subject to the confidentiality undertakings of Section 9.14) with respect to the
Borrower or its securities for purposes of United States federal and state securities laws, (iii)
all Communications marked “PUBLIC” may be delivered to all Lender Parties and may be made available
through a portion of the Approved Electronic Platform designated “Public Side Information,” and
(iv) the Administrative Agent shall be entitled to treat any Communications that are not marked
“PUBLIC” as Restricting Information and may post such Communications to a portion of the Approved
Electronic Platform not designated “Public Side Information.” Neither the Administrative Agent nor
any of its Affiliates shall be responsible for any statement or other designation by the Borrower
regarding whether a Communication contains or



71









 




does not contain material non-public information with respect to the Borrower or its
securities nor shall the Administrative Agent or any of its Affiliates incur any liability to the
Borrower, any Lender Party or any other Person for any action taken by the Administrative Agent or
any of its Affiliates based upon such statement or designation, including any action as a result of
which Restricting Information is provided to a Lender Party that may decide not to take access to
Restricting Information. Nothing in this Section 9.14 shall modify or limit a Lender
Party’s obligations under Section 9.13 with regard to Communications and the maintenance of
the confidentiality of or other treatment of Information.




     (c) Each Lender Party acknowledges that circumstances may arise that require it to refer to
Communications that might contain Restricting Information. Accordingly, each Lender Party agrees
that it will nominate at least one designee to receive Communications (including Restricting
Information) on its behalf and identify such designee (including such designee’s contact
information) on such Lender Party’s Administrative Questionnaire. Each Lender Party agrees to
notify the Administrative Agent from time to time of such Lender Party’s designee’s e-mail address
to which notice of the availability of Restricting Information may be sent by electronic
transmission.



     (d) Each Lender Party acknowledges that Communications delivered hereunder and under the other
Loan Documents may contain Restricting Information and that such Communications are available to
all Lender Parties generally. Each Lender Party that elects not to take access to Restricting
Information does so voluntarily and, by such election, acknowledges and agrees that the
Administrative Agent and other Lender Parties may have access to Restricting Information that is
not available to such electing Lender Party. None of the Administrative Agent nor any Lender Party
with access to Restricting Information shall have any duty to disclose such Restricting Information
to such electing Lender Party or to use such Restricting Information on behalf of such electing
Lender Party, and shall not be liable for the failure to so disclose or use, such Restricting
Information.



     (e) The provisions of the foregoing clauses of this Section 9.14 are designed to
assist the Administrative Agent, the Lender Parties and the Borrower, in complying with their
respective contractual obligations and applicable law in circumstances where certain Lender Parties
express a desire not to receive Restricting Information notwithstanding that certain Communications
hereunder or under the other Loan Documents or other information provided to the Lender Parties
hereunder or thereunder may contain Restricting Information. Neither the Administrative Agent nor
any of its Related Parties warrants or makes any other statement with respect to the adequacy of
such provisions to achieve such purpose nor does the Administrative Agent or any of its Related
Parties warrant or make any other statement to the effect that the Borrower’s or Lender Party’s
adherence to such provisions will be sufficient to ensure compliance by the Borrower or Lender
Party with its contractual obligations or its duties under applicable law in respect of Restricting
Information and each of the Lender Parties and the Borrower assumes the risks associated therewith.



     Section 9.15 Interest Rate Limitation. Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges
and other amounts which are treated as interest on such Loan under applicable law (collectively the
“Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be
contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance
with applicable law, the rate of interest payable in respect of such Loan hereunder, together with
all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent
lawful, the interest and Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be increased (but not
above the Maximum Rate therefor) until such cumulated amount, together (to the extent lawful) with
interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been
received by such Lender.



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     Section 9.16 No Waiver; Remedies. No failure on the part of any Lender Party or the
Administrative Agent to exercise, and no delay in exercising, any right under this Agreement or any
other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right preclude any other or further exercise thereof or the exercise of any other right.
The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided
by law.



     Section 9.17 USA Patriot Act Notice. Each Lender Party and Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2003)) (the “Act”), it is required to obtain, verify and record information that identifies
the Borrower, which information includes the name and address of the Borrower and other information
that will allow such Lender Party or the Administrative Agent, as applicable, to identify the
Borrower in accordance with the Act. The Borrower shall, following a request by the Administrative
Agent or any Lender Party, provide all documentation and other information that the Administrative
Agent or such Lender Party reasonably requests in order to comply with its ongoing obligations
under applicable “know your customer” and anti-money laundering rules and regulations, including
the Act.



     Section 9.18 No Advisory or Fiduciary Responsibility. In connection with all aspects
of each transaction contemplated hereby, the Borrower acknowledges and agrees, and acknowledges its
Affiliates’ understanding, that: (i) the credit facility provided for hereunder and any related
arranging or other services in connection therewith (including in connection with any amendment,
waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial
transaction between the Borrower, on the one hand, and the Administrative Agent and the Lenders, on
the other hand, and the Borrower is capable of evaluating and understanding and understands and
accepts the terms, risks and conditions of the transactions contemplated hereby and by the other
Loan Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in
connection with the process leading to such transaction, the Administrative Agent and the Lenders
are and have been acting solely as principals and are not the financial advisors, agents or
fiduciaries, for the Borrower or any of its Affiliates, stockholders, creditors or employees or any
other Person; (iii) the Administrative Agent and the Lenders have not assumed or will assume an
advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the
transactions contemplated hereby or the process leading thereto, including with respect to any
amendment, waiver or other modification hereof or of any other Loan Document (irrespective of
whether the Administrative Agent or any Lender advised or is currently advising the Borrower or any
of its Affiliates on other matters) and the Administrative Agent and the Lenders have no obligation
to the Borrower or any of their respective Affiliates with respect to the transactions contemplated
hereby except those obligations expressly set forth herein and in the other Loan Documents; (iv)
the Administrative Agent, the Lenders and their respective Affiliates may be engaged in a broad
range of transactions that involve interests that differ from those of the Borrower and its
respective Affiliates, and the Administrative Agent and the Lenders have no obligation to disclose
any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the
Administrative Agent and the Lenders have not provided and will not provide any legal, accounting,
regulatory or tax advice with respect to any of the transactions contemplated hereby (including any
amendment, waiver or other modification hereof or of any other Loan Document) and the Borrower has
consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate. The Borrower hereby waives and releases, to the fullest extent permitted by law, any
claims that it may have against the Administrative Agent or the Lenders with respect to any breach
or alleged breach of agency (other than against the Administrative Agent acting in its
administrative capacity) or fiduciary duty; provided, however that it being understood and
agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar
term) with reference to the Administrative Agent is not intended to connote any fiduciary or other
implied (or express) obligations arising under agency doctrine of any applicable law. Instead such
term is used as a matter of market custom, and is intended to create or reflect only an
administrative relationship between contracting parties.



73









 





     Section 9.19 Release of Guarantees. The Guaranty of a Guarantor shall be released (i)
in connection with any sale or other disposition of all or substantially all of the properties or
assets of such Guarantor (including by way of merger or consolidation) to a Person that is not
(either before or after giving effect to such transaction) a Guarantor, (ii) in connection with any
sale or other disposition of all of the Capital Stock of such Guarantor to a Person that is not
(either before or after giving effect to such transaction) a Guarantor, (iii) upon termination of
this Agreement, or (iv) at such time as such Guarantor ceases to guaranty such Material
Indebtedness.



     Section 9.20 WPX Separation. Notwithstanding any term or provision herein or in any
other Loan Document, the parties hereto agree that the WPX Separation and any transaction related
thereto before such WPX Separation and after such WPX Separation, including, without limitation,
the transfer of assets and Equity Interests of the exploration and production business, is
expressly permitted under this Agreement and each other Loan Document without any further action,
waiver, consent or agreement by the Administrative Agent, the Arrangers, any other agent or any
Lender from time to time party hereto. For the avoidance of doubt, this Agreement permits each
transfer of assets and Equity Interests and each other transaction necessary to effectuate the
separation of the exploration and production businesses of Williams and the subsequent spin-off of
the WPX Entities to the shareholders of Williams (or such other transaction as may be determined to
separate the exploration and production businesses of Williams into the WPX Entities).



[Signature Pages to Follow]






74









 








     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	WPX ENERGY, INC.

 	 
	 	By:  	/s/ Rodney J. Sailor
 	 
	 	Name:  	Rodney J. Sailor 	 
	 	Title:  	Treasurer and Deputy Chief Financial Officer 	 



Signature Page to Credit Agreement

WPX Energy, Inc.




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CITIBANK, N.A.,

Individually and as Administrative Agent and

as an Issuing Bank

 	 
	 	By:  	/s/ Andrew Sidford
 	 
	 	Name:  	Andrew Sidford 	 
	 	Title:  	Vice President 	 



Signature Page to Credit Agreement

WPX Energy, Inc.



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

Individually and as an Issuing Bank

 	 
	 	By:  	/s/ Ronald E. McKaig
 	 
	 	Name:  	Ronald E. McKaig 	 
	 	Title:  	Managing Director 	 




Signature Page to Credit Agreement

WPX Energy, Inc.



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BARCLAYS BANK PLC,

Individually and as an Issuing Bank

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



Signature Page to Credit Agreement

WPX Energy, Inc.




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

Individually and as an Issuing Bank

 	 
	 	By:  	/s/ Muhammad Hasan
 	 
	 	Name:  	Muhammad Hasan 	 
	 	Title:  	Vice President 	 




Signature Page to Credit Agreement

WPX Energy, Inc.




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BNP PARIBAS,

Individually and as an Issuing Bank

 	 
	 	By:  	/s/ Larry Robinson
 	 
	 	Name:  	Larry Robinson 	 
	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Richard Hawthorne
 	 
	 	Name:  	Richard Hawthorne 	 
	 	Title:  	Director 	 




Signature Page to Credit Agreement

WPX Energy, Inc.





 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

 	 
	 	By:  	/s/ Dixon Schultz
 	 
	 	Name:  	Dixon Schultz 	 
	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Sharada Manne
 	 
	 	Name:  	Sharada Manne 	 
	 	Title:  	Director 	 




Signature Page to Credit Agreement

WPX Energy, Inc.




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA

 	 
	 	By:  	/s/ John Frazell
 	 
	 	Name:  	John Frazell	 
	 	Title:  	Director 	 




Signature Page to Credit Agreement

WPX Energy, Inc.




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC

 	 
	 	By:  	/s/ Steve Ray
 	 
	 	Name:  	Steve Ray 	 
	 	Title:  	Director 	 




Signature Page to Credit Agreement

WPX Energy, Inc.




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

 	 
	 	By:  	/s/ Nupur Kumar
 	 
	 	Name:  	Nupur Kumar 	 
	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                                              /s/ Sanja Gazahi
 	 
	 	Name:  	Sanja Gazahi 	 
	 	Title:  	Associate 	 




Signature Page to Credit Agreement

WPX Energy, Inc.




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH

 	 
	 	By:  	/s/ Philippe Sandmeier
 	 
	 	Name:  	Philippe Sandmeier	 
	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Ming K. Chu
 	 
	 	Name:  	Ming K. Chu 	 
	 	Title:  	Vice President 	 




Signature Page to Credit Agreement

WPX Energy, Inc.





 









 






	 	 	 	 	 



	 	 	 	 	 
	 	DNB NOR BANK ASA

 	 
	 	By:  	/s/ Kristie Li
 	 
	 	Name:  	Kristie Li 	 
	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                                              /s/ Cathleen Buckley
 	 
	 	Name:  	Cathleen Buckley 	 
	 	Title:  	Senior Vice President 	 




Signature Page to Credit Agreement

WPX Energy, Inc.





 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GOLDMAN SACHS BANK USA

 	 
	 	By:  	/s/ Mark Walton
 	 
	 	Name:  	Mark Walton 	 
	 	Title:  	Authorized Signatory 	 




Signature Page to Credit Agreement

WPX Energy, Inc.





 









 






	 	 	 	 	 



	 	 	 	 	 
	 	MIZUHO CORPORATE BANK, LTD.

 	 
	 	By:  	/s/ Leon Mo
 	 
	 	Name:  	Leon Mo 	 
	 	Title:  	Authorized Signatory 	 




Signature Page to Credit Agreement

WPX Energy, Inc.




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	MORGAN STANLEY BANK, N.A.

 	 
	 	By:  	/s/ Sherrese Clarke
 	 
	 	Name:  	Sherrese Clarke 	 
	 	Title:  	Authorized Signatory 	 





Signature Page to Credit Agreement

WPX Energy, Inc.




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ROYAL BANK OF CANADA

 	 
	 	By:  	/s/ Jason S. York
 	 
	 	Name:  	Jason S. York 	 
	 	Title:  	Authorized Signatory 	 




Signature Page to Credit Agreement

WPX Energy, Inc.





 









 






	 	 	 	 	 



	 	 	 	 	 
	 	UBS LOAN FINANCE LLC

 	 
	 	By:  	/s/ Mary E. Evans
 	 
	 	Name:  	Mary E. Evans 	 
	 	Title:  	Associate Director Banking Products Services, US 	 
	 
	 	 	 
	 	By:  	                                                                      /s/ Irja R. Otsa
 	 
	 	Name:  	Irja R. Otsa 	 
	 	Title:  	Associate Director Banking Products  Services, US 	 




Signature Page to Credit Agreement

WPX Energy, Inc.





 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.

 	 
	 	By:  	/s/ Paul Farrell
 	 
	 	Name:  	Paul Farrell 	 
	 	Title:  	Director 	 




Signature Page to Credit Agreement

WPX Energy, Inc.





 









 






	 	 	 	 	 



	 	 	 	 	 
	 	COMPASS BANK

 	 
	 	By:  	/s/ Ian Payne
 	 
	 	Name:  	Ian Payne 	 
	 	Title:  	Vice President 	 



Signature Page to Credit Agreement

WPX Energy, Inc.




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION

 	 
	 	By:  	/s/ Masakazu Hasegawa
 	 
	 	Name:  	Masakazu Hasegawa 	 
	 	Title:  	General Manager 	 




Signature Page to Credit Agreement

WPX Energy, Inc.




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

 	 
	 	By:  	/s/ William S. Rogers
 	 
	 	Name:  	William S. Rogers 	 
	 	Title:  	Authorized Signatory 	 




Signature Page to Credit Agreement

WPX Energy, Inc.




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Heather Han
 	 
	 	Name:  	Heather Han 	 
	 	Title:  	Senior Vice President 	 




Signature Page to Credit Agreement

WPX Energy, Inc.





 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BOKF, N.A.

 	 
	 	By:  	/s/ Julie Eilliott
 	 
	 	Name:  	Julie Eilliott 	 
	 	Title:  	Vice President 	 
	 



Signature Page to Credit Agreement

WPX Energy, Inc.







 









 








SCHEDULE 1.01




Other Permitted Liens


None



 









 





SCHEDULE 2.01




Commitments/Letter of Credit Commitments



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Letter of Credit	 
	Lender	 	Commitment	 	 	Commitment	 
	Citibank, N.A.
	 	$	97,500,000	 	 	$	200,000,000	 
	Bank of America, N.A.
	 	$	97,500,000	 	 	$	200,000,000	 
	Barclays Bank PLC
	 	$	97,500,000	 	 	$	200,000,000	 
	JPMorgan Chase Bank, N.A.
	 	$	97,500,000	 	 	$	200,000,000	 
	BNP Paribas
	 	$	80,000,000	 	 	$	200,000,000	 
	Credit Agricole Corporate and Investment Bank
	 	$	80,000,000	 	 	 	 	 
	The Bank of Nova Scotia
	 	$	80,000,000	 	 	$	200,000,000	 
	The Royal Bank of Scotland plc
	 	$	80,000,000	 	 	$	200,000,000	 
	Credit Suisse AG, Cayman Islands Branch
	 	$	65,000,000	 	 	 	 	 
	Deutsche Bank AG New York Branch
	 	$	65,000,000	 	 	 	 	 
	DnB NOR Bank ASA
	 	$	65,000,000	 	 	 	 	 
	Goldman Sachs Bank USA
	 	$	65,000,000	 	 	 	 	 
	Mizuho Corporate Bank, Ltd.
	 	$	65,000,000	 	 	 	 	 
	Morgan Stanley Bank, N.A.
	 	$	65,000,000	 	 	 	 	 
	Royal Bank of Canada
	 	$	65,000,000	 	 	 	 	 
	UBS Loan Finance LLC
	 	$	65,000,000	 	 	 	 	 
	Wells Fargo Bank, N.A.
	 	$	65,000,000	 	 	 	 	 
	Compass Bank
	 	$	45,000,000	 	 	 	 	 
	Sumitomo Mitsui Banking Corporation
	 	$	45,000,000	 	 	 	 	 
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	 	$	45,000,000	 	 	 	 	 
	U.S. Bank National Association
	 	$	45,000,000	 	 	 	 	 
	BOKF, N.A.
	 	$	25,000,000	 	 	 	 	 
	TOTAL
	 	$	1,500,000,000	 	 	$	1,400,000,000	 







 









 








SCHEDULE 2.06




Existing Letters of Credit



None







 









 








SCHEDULE 6.05




Restrictive Agreements


None



 









 





EXHIBIT A




FORM OF

ASSIGNMENT AND ACCEPTANCE




     Reference is made to the Credit Agreement dated as of June 3, 2011 (as amended and in effect
on the date hereof, the “Credit Agreement”), among WPX Energy, Inc., the Lenders named therein and
Citibank, N.A., as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are
used herein with the same meanings.



     The Assignor named herein hereby sells and assigns, without recourse, to the Assignee named
herein, and the Assignee hereby purchases and assumes, without recourse, from the Assignor,
effective as of the Assignment Date set forth herein the interests set forth herein (the “Assigned
Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without
limitation, the interests set forth herein in the Commitment of the Assignor on the Assignment Date
and Loans owing to the Assignor which are outstanding on the Assignment Date, together with the
participations in Letters of Credit and LC Disbursements held by the Assignor on the Assignment
Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee
hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date
(i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to
the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and
(ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be
released from its obligations under the Credit Agreement.



     This Assignment and Acceptance is being delivered to the Administrative Agent together with
(i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee
pursuant to Section 2.17(e) of the Credit Agreement, duly completed and executed by the
Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an
Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by
the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent
pursuant to Section 9.05(b) of the Credit Agreement.



     This Assignment and Acceptance shall be governed by and construed in accordance with the laws
of the State of New York.


Date of Assignment:



Legal Name of Assignor:




Legal Name of Assignee:

Assignee’s Address for Notices:




Effective Date of Assignment

(“Assignment Date”):




 









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Percentage Assigned of	 
	 	 	 	 	 	 	Facility/Commitment (set forth, to at	 
	 	 	 	 	 	 	least 8 decimals, as a percentage of the	 
	 	 	 	 	 	 	Facility and the aggregate	 
	 	 	 	 	 	 	Commitments of all Lenders	 
	Facility	 	Principal Amount Assigned	 	 	thereunder)	 
	Commitment Assigned:
	 	$	 	 	 	 	%	 
	Loans:
	 	 	 	 	 	 	 	 





Notwithstanding any term or provision herein or in any other agreement, instrument or document
between the parties to this Assignment and Acceptance evidencing or governing the transfer of the
Assigned Interest from the Assignor to the Assignee (including any defined terms or section
headings therein), the parties to this Assignment and Assumption intend that the transaction
providing for transfer of the Assigned Interest from the Assignor to the Assignee be a sale by the
Assignor and a purchase by the Assignee of the Assigned Interest, and not an assignment by the
Assignor and an assumption by the Assignee of the Assigned Interest.



The terms set forth above are hereby agreed to:




	 	 	 	 	 
	 	[Name of Assignor], as Assignor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[Name of Assignee], as Assignee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



2









 






	 	 	 	 	 


The undersigned hereby consent to the within assignment:




	 	 	 	 	 	 	 

	WPX Energy, Inc.	 	Citibank, N.A.,
as Administrative Agent
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name:
	 	 	 	Name:
	 

	 	Title:
	 	 	 	Title:
	 
	 	 	 	 	 	 
	Citibank, N.A., 


as Issuing Bank	 	[to be determined],

as Issuing Bank
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name:
	 	 	 	Name:
	 

	 	Title:
	 	 	 	Title:






3









 





EXHIBIT B




FORM OF BORROWING REQUEST




Dated                     



Citibank, N.A.,

as Administrative Agent

2 Penns Way, Suite 200

New Castle, Delaware 19720



Ladies and Gentlemen:




     This Borrowing Request is delivered to you by WPX Energy, Inc. (the “Borrower”) under
Section 2.03 of the Credit Agreement dated as of June 3, 2011 (as restated, amended,
modified, supplemented and in effect, the “Credit Agreement”), by and among the Borrower, the
Lenders party thereto, and Citibank, N.A., as Administrative Agent.



     1. The Borrower hereby requests that the Lenders make a Loan or Loans in the aggregate
principal amount of $______________ (the “Loan” or the “Loans”).1/



     2. The Borrower hereby requests that the Loan or Loans be made on the following Business Day:
2/



     3. The Borrower hereby requests that the Loan or Loans be of the Type and have the Interest
Period set forth below:



	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Maturity Date
	 	 	 	 	Principal	 	 	 	 	 	for
	Type of	 	Component of	 	Interest Period	 	Interest Period
	Loan	        	Loan	        	(if applicable)	        	(if applicable)





     4. The Borrower hereby requests that the funds from the Loan or Loans be disbursed to the
following bank account: _____________________________.



     5. After giving effect to any requested Loan, the sum of the Credit Exposures outstanding as
of the date hereof (including the requested Loans) does not exceed the maximum amount permitted to
be outstanding pursuant to the terms of the Credit Agreement.





 




			
	1.	 	Complete with an amount in accordance with Section
2.03 of the Credit Agreement.
	 
	2.	 	Complete with a Business Day in accordance with
Section 2.03 of the Credit Agreement.




1









 










     6. All of the conditions applicable to the Loans requested herein as set forth in the Credit
Agreement will be satisfied on the date of such Loans.



     7. All capitalized undefined terms used herein have the meanings assigned thereto in the
Credit Agreement.



     IN WITNESS WHEREOF, the undersigned have executed this Borrowing Request this _____ day of
_______________, _____.



	 	 	 	 	 
	 	WPX ENERGY, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



2









 






	 	 	 	 	 



EXHIBIT C




FORM OF

INTEREST ELECTION REQUEST




Dated                     



Citibank, N.A.,

as Administrative Agent

2 Penns Way, Suite 200

New Castle, Delaware 19720



Ladies and Gentlemen:





     This irrevocable Interest Election Request (the “Request”) is delivered to you under
Section 2.07 of the Credit Agreement dated as of June 3, 2011 (as restated, amended,
modified, supplemented and in effect from time to time, the “Credit Agreement”), by and among WPX
Energy, Inc. (the “Borrower”), the Lenders party thereto (the “Lenders”), and Citibank, N.A., as
Administrative Agent.



     1. This Interest Election Request is submitted for the purpose of:



          (a) [Converting] [Continuing] a ____________ Loan [into] [as] a ____________
Loan.1/




          (b) The aggregate outstanding principal balance of such Loan is $_____________.




          (c) The last day of the current Interest Period for such Loan is
____________.2/




          (d) The principal amount of such Loan to be [converted] [continued] is
$____________.3/




          (e) The requested effective date of the [conversion] [continuation] of such Loan is
______________.4/




          (f) The requested Interest Period applicable to the [converted] [continued] Loan is
___________________.5/




     2. With respect to a Borrowing to be converted to or continued as a Eurodollar Borrowing, no
Event of Default exists, and none will exist upon the conversion or continuation of the Borrowing
requested herein.





 




			
	1.	 	Delete the bracketed language and insert “ABR” or
“Eurodollar”, as applicable, in each blank.
	 
	2.	 	Insert applicable date for any Eurodollar Loan being
converted or continued.
	 
	3.	 	Complete with an amount in compliance with Section
2.08 of the Credit Agreement.
	 
	4.	 	Complete with a Business Day in compliance with
Section 2.08 of the Credit Agreement.
	 
	5.	 	Complete for each Eurodollar Loan in compliance with
the definition of the term “Interest Period” specified in Section 1.01.




1









 










     3. All capitalized undefined terms used herein have the meanings assigned thereto in the
Credit Agreement.



     IN WITNESS WHEREOF, the undersigned has executed this Interest Election Request this _____ day
of ___________________, ___.



	 	 	 	 	 
	 	WPX ENERGY, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



2









 






	 	 	 	 	 



EXHIBIT D




FORM OF COMPLIANCE CERTIFICATE





     The undersigned hereby certifies that he is the _______________________ of WPX Energy, Inc.
(the “Borrower”), and that as such he is authorized to execute this certificate on behalf of the
Borrower. With reference to the Credit Agreement dated as of June 3, 2011 (as restated, amended,
modified, supplemented and in effect from time to time, the “Agreement”), among the Borrower,
Citibank, N.A., as Administrative Agent (the “Agent”), for the lenders (the “Lenders”), which are
or become a party thereto, and such Lenders, the undersigned represents and warrants as follows
(each capitalized term used herein having the same meaning given to it in the Agreement unless
otherwise specified);




(a) [There currently does not exist any Default under the Agreement.] [Attached hereto is a
schedule specifying the details of [a] certain Default[s] which exist under the Agreement
and the action taken or proposed to be taken with respect thereto.]




(b) Attached hereto are the detailed computations necessary to determine whether the
Borrower is in compliance with Sections 6.08 of the Agreement as of the end of the
[fiscal quarter][fiscal year] ending _______________.




EXECUTED AND DELIVERED this ____ day of _________________, 20_.



	 	 	 	 	 
	 	WPX ENERGY, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



EXHIBIT E




FORM OF NOTE




			
	 	 	 
	$                     
	 	                    , 200__






     WPX Energy, Inc., a Delaware corporation (the “Borrower”), for value received,
promises and agrees to pay to ____________________ (the “Lender”), or order, at the payment
office of CITIBANK, N.A., as Administrative Agent, at 2 Penns Way, Suite 200, New Castle, Delaware
19720, the principal sum of ____________________ AND NO/100 DOLLARS ($_____________), or such
lesser amount as shall equal the aggregate unpaid principal amount of the Loans owed to the Lender
under the Credit Agreement, as hereafter defined, in lawful money of the United States of America
and in immediately available funds, on the dates and in the principal amounts provided in the
Credit Agreement, and to pay interest on the unpaid principal amount as provided in the Credit
Agreement for such Loans, at such office, in like money and funds, for the period commencing on the
date of each such Loan until such Loan shall be paid in full, at the rates per annum and on the
dates provided in the Credit Agreement.



     This note evidences the Loans owed to the Lender under that certain Credit Agreement dated as
of June 3, 2011, by and among the Borrower, Citibank, N.A., individually, as Administrative Agent
and Issuing Bank, and the other financial institutions parties thereto (including the Lender) (such
Credit Agreement, together with all amendments or supplements thereto, being the “Credit
Agreement”), and shall be governed by the Credit Agreement. Capitalized terms used in this
note and not defined in this note, but which are defined in the Credit Agreement, have the
respective meanings herein as are assigned to them in the Credit Agreement.



     The Lender is hereby authorized by the Borrower to endorse on Schedule A (or a continuation
thereof) attached to this note, the Type of each Loan owed to the Lender, the amount and date of
each payment or prepayment of principal of each such Loan received by the Lender and the Interest
Periods and interest rates applicable to each Loan, provided that any failure by the Lender
to make any such endorsement shall not affect the obligations of the Borrower under the Credit
Agreement or under this note in respect of such Loans.



     This note may be held by the Lender for the account of its applicable lending office and,
except as otherwise provided in the Credit Agreement, may be transferred from one lending office of
the Lender to another lending office of the Lender from time to time as the Lender may determine.



     Except only for any notices which are specifically required by the Credit Agreement, the
Borrower and any and all co-makers, endorsers, guarantors and sureties severally waive notice
(including but not limited to notice of intent to accelerate and notice of acceleration, notice of
protest and notice of dishonor), demand, presentment for payment, protest, diligence in collecting
and the filing of suit for the purpose of fixing liability, and consent that the time of payment
hereof may be extended and re-extended from time to time without notice to any of them. Each such
person agrees that its liability on or with respect to this note shall not be affected by any
release of or change in any guaranty or security at any time existing or by any failure to perfect
or maintain perfection of any lien against or security interest in any such security or the partial
or complete unenforceability of any guaranty or other surety obligation, in each case in whole or
in part, with or without notice and before or after maturity.



     The Credit Agreement provides for the acceleration of the maturity of this note upon the
occurrence of certain events and for prepayment of Loans upon the terms and conditions specified
therein. Reference is made to the Credit Agreement for all other pertinent purposes.



     This note is issued pursuant to and is entitled to the benefits of the Credit Agreement.



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     This note shall be construed in accordance with and be governed by the law of the State of
New York and the United States of America from time to time in effect.



	 	 	 	 	 
	 	WPX ENERGY, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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SCHEDULE A

TO

NOTE



This note evidences the Loans owed to the Lender under the Credit Agreement, in the principal
amount set forth below and the applicable Interest Periods and rates for each such Loan, subject to
the payments of principal set forth below:




SCHEDULE

OF

LOANS AND PAYMENTS OF PRINCIPAL AND INTEREST




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Amount of	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal	 	 	Principal	 	 	 	 	 	 	Balance	 	 	Notation	 
	 	 	Interest	 	 	 	 	 	 	Amount of	 	 	Paid or	 	 	Interest	 	 	of	 	 	Made	 
	Date	 	Period	 	 	Rate	 	 	Loan	 	 	Prepaid	 	 	Paid	 	 	Loans	 	 	by	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






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