Eighth Amendment to Amended and Restated Credit Agreement


 Exhibit 10.1 
 EIGHTH AMENDMENT TO AMENDED AND RESTATED 
 CREDIT AGREEMENT

 THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of
April 12, 2012, is by and among Concho Resources Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity,
the “Administrative Agent”). Unless the context otherwise requires or unless otherwise expressly defined herein, capitalized terms used but not defined in this Amendment have the meanings assigned to such terms in the Credit
Agreement (as defined below). 
 WITNESSETH: 
 WHEREAS, the Borrower, the Administrative Agent and the Lenders entered into that certain Amended and Restated Credit Agreement dated as of July 31, 2008 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”); and 
 WHEREAS, the
Borrower has requested that the Administrative Agent and the Required Lenders amend the Credit Agreement in certain respects. 

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Borrower, the Administrative Agent and the Required Lenders hereby agree as follows: 
 SECTION 1. Amendments to Credit Agreement. Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 3, and in reliance on the
representations, warranties, covenants and agreements contained in this Amendment, the Credit Agreement shall be amended in the manner provided in this Section 1. 
 1.1 Senior Notes Adjustment. Section 3.05 of the Credit Agreement shall be and it hereby is amended in its entirety to read as follows: 

3.05 Senior Notes Adjustment. Unless otherwise waived in writing by the Required Lenders,
upon the incurrence of any Indebtedness under any Senior Notes permitted under Section 7.03(f) at any time and from time to time on and after May 1, 2013, the Borrowing Base and the Conforming Borrowing Base then in effect shall
each be reduced by the lesser of (i) $300 for every $1,000 in stated amount of such Indebtedness as of the date such Indebtedness is incurred and (ii) such other amount, if any, determined by the Required Lenders in their sole discretion
prior to issuance of such Senior Notes; provided that no such adjustment shall be required with respect to any Permitted Refinancing of any such Senior Notes. For the avoidance of doubt, the stated amount of such Indebtedness that constitutes
Permitted Refinancings of existing Senior Notes shall not be included for purposes of determining the reduction in the Borrowing Base and the Conforming Borrowing Base required by this Section 3.05 and only the stated amount in excess of
such Permitted Refinancings shall be included in calculating the adjustment required by this Section 3.05. 

  
 EIGHTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT– PAGE 1 







 1.2 Indebtedness Under Senior Notes. Section 7.03(f) of the Credit
Agreement shall be and it hereby is amended in its entirety to read as follows: 
 (f) subject to any
adjustment to the Borrowing Base and Conforming Borrowing Base required under Section 3.05, unsecured Indebtedness of the Borrower evidenced by unsecured senior notes (other than the Marbob Seller Note) or unsecured senior subordinated notes
and Guarantees thereof in an aggregate principal amount not to exceed $3,100,000,000 at any time outstanding (“Senior Notes”) and any Permitted Refinancing of any Indebtedness incurred under this clause (f); provided that
(i) at the time of and immediately after giving effect to each issuance of such Senior Notes or any Permitted Refinancing thereof, no Default shall have occurred and be continuing, (ii) the final stated maturity date of such Senior Notes
is not earlier than the first anniversary after the Maturity Date (as in effect on the date of issuance of such Senior Notes), (iii) the non-default stated interest rate of such Senior Notes shall be consistent with market terms for issuers of
similar size and credit quality at the time of issuance, (iv) no scheduled principal amortization is required under such Senior Notes prior to the stated maturity of such Senior Notes and (v) such Senior Notes are evidenced by an indenture
and related documents containing terms and conditions, covenants and events of default that are customary for similar notes and that are, in each case, reasonably satisfactory to the Administrative Agent; and 

SECTION 2. Reaffirmation of Borrowing Base. This Amendment shall constitute a notice of reaffirmation of the Borrowing Base pursuant to
Section 3.04 of the Credit Agreement and the Administrative Agent hereby notifies the Borrower that, as of the date of this Amendment, the Borrowing Base shall continue to be $2,500,000,000 until the earlier of (a) next
Redetermination of the Borrowing Base pursuant to Article III of the Credit Agreement and (b) the date the Borrowing Base is otherwise adjusted pursuant to the terms of the Credit Agreement. The Borrower and the Required Lenders agree
that the reaffirmation of the Borrowing Base provided for in this Section 2 shall be considered and deemed to be the April 1, 2012 Scheduled Redetermination. 
 SECTION 3. Conditions. The amendments to the Credit Agreement set forth in Section 1 of this Amendment and the reaffirmation of the Borrowing Base set forth in
Section 2 of this Amendment shall be effective upon the satisfaction of each of the conditions set forth in this Section 3. 
 3.1 Execution and Delivery. Each Loan Party and the Required Lenders shall have executed and delivered this Amendment and any other documents requested by the Administrative Agent prior to the date
hereof, all in form and substance satisfactory to the Administrative Agent. 

  
 EIGHTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT– PAGE 2 







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

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

SECTION 4. Representations and Warranties of the Borrower. To induce the Required Lenders to enter into this Amendment, the Borrower hereby
represents and warrants to the Required Lenders as follows: 
 4.1 Reaffirmation of Representations and Warranties/Further
Assurances. After giving effect to the amendments contained herein, each representation and warranty of the Borrower or any Guarantor contained in the Credit Agreement or in any other Loan Document is true and correct in all material respects on
the date of this Amendment (except that any representation or warranty which by its terms was made as of a specified date shall be true and correct in all material respects only as of such specified date and any representation or warranty which is
qualified by reference to “materiality” or “Material Adverse Effect” is true and correct in all respects). 

4.2 Corporate Authority; No Conflicts. The execution, delivery and performance by the Borrower and each Guarantor (to the extent a
party hereto or thereto) of this Amendment and all documents, instruments and agreements contemplated herein are within the Borrower’s or such Guarantor’s corporate or other organizational powers, have been duly authorized by necessary
action, require no approval, consent or action by or in respect of, or filing with, any court or agency of government. 
 4.3
Enforceability. This Amendment constitutes the valid and binding obligation of the Borrower enforceable in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws
affecting creditor’s rights generally, and (ii) the availability of equitable remedies may be limited by equitable principles of general application. 
 4.4 No Default. As of the date of this Amendment, no Default has occurred and is continuing. 
 SECTION 5. Miscellaneous. 
 5.1 Reaffirmation of Loan Documents
and Liens. Any and all of the terms and provisions of the Credit Agreement and the Loan Documents shall, except as amended and modified hereby, remain in full force and effect. The Borrower hereby agrees that the amendments and modifications
herein contained shall not impair its liabilities, duties and obligations under the Credit Agreement and the other Loan Documents to which it is a party or the Liens granted by it securing the payment and performance thereof. The execution, delivery
and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender, the L/C Issuer or the Administrative Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver
or amendment of any provision of 

  
 EIGHTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT– PAGE 3 







 
any of the Loan Documents. Upon and after the execution of this Amendment by each of the parties hereto, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like
import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby. This Amendment is a Loan Document, and all provisions in the Credit Agreement pertaining to Loan Documents apply hereto. 

5.2 Parties in Interest. All of the terms and provisions of this Amendment shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns. 
 5.3 Legal Expenses. The Borrower hereby agrees to pay all
reasonable fees and expenses of special counsel to the Administrative Agent incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and all related documents. 

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

5.5 Complete Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 
 5.6 Headings. The headings, captions and arrangements used in this Amendment are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of
this Amendment, nor affect the meaning thereof. 
 5.7 Governing Law. This Amendment shall be governed by, and construed
in accordance with, the law of the State of Texas. 
 [Signature pages follow]


  
 EIGHTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT– PAGE 4 







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

			
	BORROWER:
	
	CONCHO RESOURCES INC.,
	a Delaware corporation
		
	By:	 	 /s/ Darin G. Holderness

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



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	JPMORGAN CHASE BANK, N.A.,
	as Administrative Agent
		
	By: 	 	 /s/ Mark E. Olson

		 	Mark E. Olson
		 	Authorized Officer


  

			
	JPMORGAN CHASE BANK, N.A.,
	as a Lender, L/C Issuer and Swing Line Lender
		
	By: 	 	 /s/ Mark E. Olson

		 	Mark E. Olson
		 	Authorized Officer



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	BANK OF AMERICA, N.A.,
	as Syndication Agent and a Lender
		
	By:	 	 /s/ Jeffrey H. Rathkamp

	Name:	 	Jeffrey H. Rathkamp
	Title:	 	Managing Director



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	BNP PARIBAS,
	as a Co-Documentation Agent and a Lender
		
	By:	 	 /s/ Edward Pak

	Name:	 	Edward Pak
	Title:	 	Director
		
	By:	 	 /s/ Matthew Turner

	Name:	 	Matthew Turner
	Title:	 	Vice President



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, f/k/a CALYON (NEW YORK BRANCH),
	as a Co-Documentation Agent and a Lender
		
	By:	 	 /s/ Tom Byargeon

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

	Name:	 	Sharada Manne
	Title:	 	Managing Director



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	ING CAPITAL LLC,
	as a Co-Documentation Agent and a Lender
		
	By:	 	 /s/ Charles Hall

	Name:	 	Charles Hall
	Title:	 	Managing Director



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	SCOTIABANC INC.,
	as a Lender
		
	By:	 	 /s/ J. F. Todd

	Name:	 	J.F. Todd
	Title:	 	Managing Director



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	UNION BANK, N.A.,
	as a Lender
		
	By:	 	 /s/ Bradley Kraus

	Name:	 	Bradley Kraus
	Title:	 	IBO



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	BANK OF SCOTLAND plc,
	as a Lender
		
	By:	 	 /s/ Julia R. Franklin

	Name:	 	Julia R. Franklin
	Title:	 	Vice President



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	COMPASS BANK,
	as a Lender
		
	By:	 	 /s/ Dorothy Marchand

	Name:	 	Dorothy Marchand
	Title:	 	Senior Vice President



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	 KEY BANK NATIONAL ASSOCIATION,
 as a Lender

		
	By:	 	/s/ Craig Hanselman
	Name:	 	Craig Hanselman
	Title:	 	Vice President



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	 U.S. BANK NATIONAL ASSOCIATION,
 as a Lender

		
	By:	 	/s/ Tara McLean
	Name:	 	Tara McLean
	Title:	 	Vice President



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	 WELLS FARGO BANK, N.A.,
 as a Co-Documentation Agent and a Lender

		
	By:	 	/s/ Thomas E. Stelmar, Jr.
	Name:	 	Thomas E. Stelmar, Jr.
	Title:	 	Vice President



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	 SUMITOMO MITSUI BANKING CORPORATION,
 as a Lender

		
	By:	 	/s/ Masakazu Hasegawa
	Name:	 	Masakazu Hasegawa
	Title:	 	Managing Director



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	 NATIXIS (formerly Natexis Banques Populaires),
 as a Lender

		
	By:	 	/s/ Mary Lou Allen
	Name:	 	Mary Lou Allen
	Title:	 	Director
		
	By:	 	/s/ Liana Tchernysheva
	Name:	 	Liana Tchernysheva
	Title:	 	Managing Director



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	 SUNTRUST BANK,
 as a Lender

		
	By:	 	/s/ Gregory C. Magnuson
	Name:	 	Gregory C. Magnuson
	Title:	 	Vice President



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	COMERICA BANK, successor by merger with STERLING BANK, a Texas banking association as a Lender
		
	By:	 	/s/ James A. Morgan
	Name:	 	James A. Morgan
	Title:	 	Vice President



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	 BOKF, NA dba BANK OF TEXAS,
 as a Lender

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



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








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

		
	By:	 	/s/ Yasantha Gunaratna
	Name:	 	Yasantha Gunaratna
	Title:	 	Vice President



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	 DEUTSCHE BANK TRUST COMPANY AMERICAS,
 as a Lender

		
	By:	 	/s/ Michael Getz
	Name:	 	Michael Getz
	Title:	 	Vice President
		
	By:	 	/s/ Omayra Laucella
	Name:	 	Omayra Laucella
	Title:	 	Director



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	 THE FROST NATIONAL BANK,
 as a Lender

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



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	 BANK OF MONTREAL,
 as a Lender

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



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	 BARCLAYS BANK PLC,
 as a Lender

		
	By:	 	/s/ Vanessa A. Kurbatskiy
	Name:	 	Vanessa A. Kurbatskiy
	Title:	 	Vice President



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	 THE ROYAL BANK OF SCOTLAND plc,
 as a Lender

		
	By:	 	/s/ Sanjay Remond
	Name:	 	Sanjay Remond
	Title:	 	Director



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	 UBS LOAN FINANCE LLC,
 as a Lender

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



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	 CAPITAL ONE, NATIONAL ASSOCIATION,
 as a Lender

		
	By:	 	/s/ Nancy Mak
	Name:	 	Nancy Mak
	Title:	 	Vice President



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	CIBC, INC.,
	as a Lender
		
	By:	 	/s/ Trudy Nelson
	Name:	 	Trudy Nelson
	Title:	 	Authorized Signatory
		
	By:	 	/s/ Richard Antl
	Name:	 	Richard Antl
	Title:	 	Authorized Signatory



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	 COMERICA BANK,
 as a Lender

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



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	 GOLDMAN SACHS BANK USA,
 as a Lender

		
	By:	 	/s/ Michelle Latzoni
	Name:	 	Michelle Latzoni
	Title:	 	Authorized Signatory



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	 REGIONS BANK,
 as a Lender

		
	By:	 	/s/ Daniel G. Steele
	Name:	 	Daniel G. Steele
	Title:	 	Senior Vice President



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	 ROYAL BANK OF CANADA,
 as a Lender

		
	By:	 	/s/ Kristan Spivey
	Name:	 	Kristan Spivey
	Title:	 	Authorized Signatory



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	 SOCIETE GENERALE,
 as a Lender

		
	By:	 	/s/ Christopher S. Parada
	Name:	 	Christopher S. Parada
	Title:	 	Managing Director



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	 AMEGY BANK, N.A.,
 as a Lender

		
	By:	 	/s/ JB Askew
	Name:	 	JB Askew
	Title:	 	Officer



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 
			
	 CREDIT SUISSE AG, CAYMAN ISLANDS
 BRANCH, as a Lender

		
	By:	 	/s/ Shaheen Malik
	Name:	 	Shaheen Malik
	Title:	 	Vice President
		
	By:	 	/s/ Michael Spaight
	Name:	 	Michael Spaight
	Title:	 	Associate



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	SIGNATURE PAGE








 CONSENT AND REAFFIRMATION 

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

			
	 GUARANTORS:
  

COG OPERATING LLC,
 a Delaware limited
liability company

		
	By:	 	/s/ Darin G. Holderness
	Name:	 	Darin G. Holderness
	Title:	 	Senior Vice President, Chief Financial Officer and Treasurer
	
	 COG REALTY LLC, 
 a Texas limited liability company

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



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	CONSENT AND REAFFIRMATION








 
			
	 QUAIL RANCH LLC,
 a Texas limited liability company

		
	By:	 	/s/ Darin G. Holderness
	Name:	 	Darin G. Holderness
	Title:	 	Senior Vice President, Chief Financial Officer and Treasurer
	
	 COG HOLDINGS LLC,
 a Texas limited liability company

		
	By:	 	/s/ Darin G. Holderness
	Name:	 	Darin G. Holderness
	Title:	 	Senior Vice President - Chief Financial Officer and Treasurer
	
	 CONCHO OIL & GAS LLC, 
 a Texas limited liability company

		
	By:	 	/s/ Darin G. Holderness
	Name:	 	Darin G. Holderness
	Title:	 	Senior Vice President - Chief Financial Officer and Treasurer
	
	 DELAWARE RIVER SWD LLC,
 a Texas limited liability company

		
	By:	 	/s/ Darin G. Holderness
	Name:	 	Darin G. Holderness
	Title:	 	Senior Vice President, Chief Financial Officer and Treasurer
	
	 COG PRODUCTION LLC,
 a Texas limited liability company

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



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	CONSENT AND REAFFIRMATION








 
			
	 COG ACREAGE LP,
 a Texas limited partnership

		
	By:	 	COG Production LLC, its general partner
		
	By:	 	/s/ Darin G. Holderness
	Name:	 	Darin G. Holderness
	Title:	 	Senior Vice President, Chief Financial Officer and Treasurer



  

			
	EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT	  	
		  	CONSENT AND REAFFIRMATION