exv10w1






Exhibit 10.1




SEVENTH AMENDMENT TO AMENDED AND RESTATED

CREDIT AGREEMENT




     THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”)
dated as of October 12, 2011, 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 November 1, 2012, 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


Seventh Amendment to Amended and Restated Credit Agreement-Page 1




 









 









the stated amount in excess of such Permitted Refinancings shall be included in
calculating the adjustment required by this Section 3.05.



     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 $2,500,000,000 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 October 1, 2011 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.



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


Seventh
Amendment to Amended and Restated Credit Agreement - Page 2





 









 








     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 to the extent such representations and
warranties relate solely to an earlier date).



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



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



     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 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


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Amendment to Amended and Restated Credit Agreement - Page 3





 









 







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]



Seventh
Amendment to Amended and Restated Credit Agreement - Page 4




 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Seventh 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 	 
	 


Seventh 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 	 
	 


Seventh Amendment to Amended and Restated Credit Agreement




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	 	BANK OF AMERICA, N.A.,

as Syndication Agent and a Lender

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


Seventh Amendment to Amended and Restated Credit Agreement




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	 	BNP PARIBAS,

as a Co-Documentation Agent and a Lender

 	 
	 	By:  	/s/ Michaela Braun
 	 
	 	 	Name:  	Michaela Braun 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Matthew Turner
 	 
	 	 	Name:  	Matthew Turner 	 
	 	 	Title:  	Vice President 	 
	 


Seventh Amendment to Amended and Restated Credit Agreement




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	 	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, f/k/a

CALYON (NEW YORK BRANCH),

as a Co-Documentation Agent and a Lender

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


Seventh Amendment to Amended and Restated Credit Agreement




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	 	ING CAPITAL LLC,

as a Co-Documentation Agent and a Lender

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


Seventh Amendment to Amended and Restated Credit Agreement




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	 	SCOTIABANC INC.,

as a Lender

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


Seventh Amendment to Amended and Restated Credit Agreement




Signature Page




 









 








	 	 	 	 	 
	 	UNION BANK, N.A.,

as a Lender

 	 
	 	By:  	/s/ Alison White
 	 
	 	 	Name:  	Alison White 	 
	 	 	Title:  	Vice President 	 
	 


Seventh Amendment to Amended and Restated Credit Agreement




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	 	BANK OF SCOTLAND plc,

as a Lender

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


Seventh Amendment to Amended and Restated Credit Agreement




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	 	COMPASS BANK,

as a Lender

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


Seventh Amendment to Amended and Restated Credit Agreement




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	 	KEY BANK NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/ David Morris
 	 
	 	 	Name:  	David Morris 	 
	 	 	Title:  	Vice President 	 
	 


Seventh Amendment to Amended and Restated Credit Agreement




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	 	U.S. BANK NATIONAL ASSOCIATION,

as a Lender

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


Seventh Amendment to Amended and Restated Credit Agreement




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	 	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 	 
	 


Seventh Amendment to Amended and Restated Credit Agreement




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	 	SUMITOMO MITSUI BANKING CORPORATION,

as a Lender

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


Seventh Amendment to Amended and Restated Credit Agreement




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	 	NATIXIS (formerly Natexis Banques Populaires),

as a Lender

 	 
	 	By:  	/s/ Donovan Broussard
 	 
	 	 	Name:  	Donovan Broussard 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	              /s/ Louis P. Laville III
 	 
	 	 	Name:  	Louis P. Laville III 	 
	 	 	Title:  	Managing Director 	 
	 


Seventh 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 	 
	 


Seventh Amendment to Amended and Restated Credit Agreement




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	 	COMERICA BANK, successor by merger with

STERLING BANK, a Texas banking association as a

Lender

 	 
	 	By:  	/s/ John S. Lesikar
 	 
	 	 	Name:  	John S. Lesikar 	 
	 	 	Title:  	Assistant Vice President 	 
	 


Seventh Amendment to Amended and Restated Credit Agreement




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	 	BOKF, NA dba BANK OF TEXAS,

as a Lender

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


Seventh Amendment to Amended and Restated Credit Agreement




Signature Page







 









 








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

as a Lender

 	 
	 	By:  	/s/ John F. Miller
 	 
	 	 	Name:  	John F. Miller 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 


Seventh Amendment to Amended and Restated Credit Agreement




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	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,

as a Lender

 	 
	 	By:  	/s/ Michael Getz
 	 
	 	 	Name:  	Michael Getz 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	          /s/ Erin Morrissey
 	 
	 	 	Name:  	Erin Morrissey 	 
	 	 	Title:  	Director 	 
	 


Seventh Amendment to Amended and Restated Credit Agreement




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	 	THE FROST NATIONAL BANK,

as a Lender

 	 
	 	By:  	/s/ Gene Gray
 	 
	 	 	Name:  	Gene Gray 	 
	 	 	Title:  	Executive Vice President 	 
	 


Seventh Amendment to Amended and Restated Credit Agreement




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	 	BANK OF MONTREAL,

as a Lender

 	 
	 	By:  	/s/ Joseph Bliss
 	 
	 	 	Name:  	Joseph Bliss 	 
	 	 	Title:  	Managing Director 	 
	 


Seventh Amendment to Amended and Restated Credit Agreement




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	 	BARCLAYS BANK PLC,

as a Lender

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


Seventh Amendment to Amended and Restated Credit Agreement




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	 	THE ROYAL BANK OF SCOTLAND plc,

as a Lender

 	 
	 	By:  	/s/ Sanjay Remond
 	 
	 	 	Name:  	Sanjay Remond 	 
	 	 	Title:  	Authorized Signatory 	 
	 


Seventh Amendment to Amended and Restated Credit Agreement




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	 	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 	 
	 


Seventh Amendment to Amended and Restated Credit Agreement




Signature Page





 












 






	 	 	 	 	 
	 	CAPITAL ONE, NATIONAL ASSOCIATION,

as a Lender

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



Seventh Amendment to Amended and Restated Credit Agreement




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CIBC, INC.,

as a Lender




	 	 	 	 	 
	 	 	 
	 	By:  	
/s/ Trudy W. Nelson
 	 
	 	 	Name:  	Trudy W. Nelson 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	By:  	                                    /s/ Richard Antl
 	 
	 	 	Name:  	Richard Antl 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Seventh Amendment to Amended and Restated Credit Agreement




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	 	COMERICA BANK,

as a Lender



	 
	 	By:  	                                       /s/ John S. Lesikar
 	 
	 	 	Name:  	John S. Lesikar 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Seventh Amendment to Amended and Restated Credit Agreement




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	 	GOLDMAN SACHS BANK USA,

as a Lender



	 
	 	By:  	                                    /s/ Rick Canonico
 	 
	 	 	Name:  	Rick Canonico 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Seventh Amendment to Amended and Restated Credit Agreement




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	 	REGIONS BANK,

as a Lender



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



Seventh Amendment to Amended and Restated Credit Agreement




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	 	ROYAL BANK OF CANADA,

as a Lender



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



Seventh Amendment to Amended and Restated Credit Agreement




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	 	SOCIETE GENERALE,

as a Lender



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



Seventh Amendment to Amended and Restated Credit Agreement




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	 	AMEGY BANK, N.A.,

as a Lender



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



Seventh Amendment to Amended and Restated Credit Agreement




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	 	CREDIT SUISSE AG, CAYMAN ISLANDS

BRANCH, as a Lender



	 
	 	By:  	                   /s/ Mikhail Faybusovich
 	 
	 	 	Name:  	Mikhail Faybusovich 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                  /s/ Vipul Dhadda
 	 
	 	 	Name:  	Vipul Dhadda 	 
	 	 	Title:  	Associate 	 
	 



Seventh Amendment to Amended and Restated Credit Agreement




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CONSENT AND REAFFIRMATION





     The undersigned (each a “Guarantor”) hereby (i) acknowledges receipt of a copy of the
foregoing Seventh Amendment to Amended and Restated Credit Agreement (the “Seventh
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 Seventh 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 	 
	 



Seventh 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 	 
	 



Seventh Amendment to Amended and Restated Credit Agreement




Consent and Reaffirmation