First Amendment,  by and among WPX Energy, Inc.




			
	 Exhibit 10.2
	  	 Execution Copy


 FIRST AMENDMENT 
 This First Amendment (this “Amendment”), dated as of November 1, 2011, is by and among WPX Energy, Inc., a Delaware corporation (“Borrower”), the Lenders party
hereto, and Citibank, N.A., as administrative agent for the Lenders (the “Administrative Agent”) and as Swingline Lender. 
 WHEREAS, the Borrower, the Lenders, the Administrative Agent, Swingline Lender and Issuing Banks are parties to that certain Credit Agreement dated as of June 3, 2011 (the “Credit
Agreement”; the capitalized terms of which are used herein unless otherwise defined herein); 
 WHEREAS, the Borrower
has requested and the Required Lenders have agreed to amend the Credit Agreement as provided for herein. 
 NOW THEREFORE, in
consideration of the premises and the mutual covenants, representations and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows: 
 AGREEMENT 
 Section 1. Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows: 
 (a) The definition of “Apco Argentina” set forth in Section 1.01 of the Credit Agreement is hereby amended in its entirety to read as follows: 

“Apco Argentina” means Apco Oil and Gas International Inc., a Cayman Islands company, and its
subsidiaries. 
 (b) The definition of “WPX Separation” set forth in Section 1.01 of the Credit Agreement is
hereby amended in its entirety to read as follows: 
 “WPX Separation” means the earliest to
occur of (a) the initial public offering of Class A common stock of the Borrower, (b) the distribution of common stock of the Borrower through a tax-free spin-off to shareholders of Williams and (c) so long as no Change of
Control occurs as a result thereof, a private sale of the Borrower’s Equity Interests, and any transaction related thereto (other than under any equity compensation plan); in each case with respect to all or a portion of the Borrower’s
common stock or Equity Interests. 
 (c) Section 4.01(f) of the Credit Agreement is hereby amended in its entirety to read
“[reserved]”. 
 (d) The first Section 4.01(g) of the Credit Agreement is hereby deleted in its entirety.

 (e) A new Section 5.10 of the Credit Agreement is hereby added as follows: 

Section 5.10 Potential Collateral. If, upon the first issuance after the Effective Date by the Borrower of
senior unsecured notes, the long-term senior unsecured debt rating of the Borrower is equal to or less than Ba2 (or the equivalent) by Moody’s and BB (or the equivalent) by S&P, then within 120 days thereafter (or such later date that the
Administrative Agent may agree acting in its sole discretion) the Borrower shall grant to 







 
the Administrative Agent a legal, valid and enforceable first priority Lien (subject to Permitted Liens) in at least 80% of the PV of the Proved Reserves of Oil and Gas Properties of the Borrower
and its Subsidiaries (including the Capital Stock of any Subsidiary that owns such Oil and Gas Properties) pursuant to security documentation in form and substance reasonably agreed to between the Borrower and the Administrative Agent, together with
the completion of all other actions, recordings and filings of or with respect thereto that the Administrative Agent may deem necessary in order to perfect the Liens created thereby and such other additional closing documents, certificates and legal
opinions as may reasonably be requested by the Administrative Agent. The Indebtedness under the Loan Documents secured by any Lien granted pursuant to this Section 5.10 shall not be factored in any calculation or determination of secured
indebtedness set forth in clauses (ff) and (gg) of Permitted Liens. All Liens granted pursuant to this Section 5.10 shall automatically terminate and the collateral subject to such Lien shall be automatically released upon the occurrence
of the Investment Grade Date or upon termination of this Agreement. Additionally, in connection with the sale or other disposition of any Oil and Gas Properties subject to a Lien or of the Capital Stock of any Subsidiary that owns any Oil and Gas
Properties subject to a Lien, any such Lien shall automatically terminate and the collateral subject to such Lien shall be automatically released upon the occurrence of such sale or other disposition. 

Section 2. Condition to Effectiveness. This Amendment shall become effective (the “Amendment Date”)
when the Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower and the Required Lenders. 
 Section 3. Representations and Warranties. The Borrower hereby represents and warrants that, as of the Effective Date: 

(a) This Amendment 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. 
 (b) The execution, delivery and performance by the
Borrower of this Amendment and the consummation of the transactions contemplated hereby 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 the Credit Agreement. 
 Section 4. Effect of Loan Document.  
 (a) The Credit Agreement
and the Loan Documents remain in full force and effect, as amended hereby, and nothing herein shall act as a waiver of any of the Administrative Agent’s or Lenders’ rights under the Loan Documents, as amended, however denominated. After
the Amendment Date, any reference to the Credit Agreement in any Loan Document shall be a reference to the Credit Agreement, as amended by this Amendment. 
 (b) This Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations and warranties under this Amendment may
be a Default or Event of Default under other Loan Documents as provided therein. 

  
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 Section 5. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York and the applicable laws of the United States of America. 

Section 6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Transmission by facsimile or electronic transmission (i.e., pdf) of an executed
counterpart of this Amendment shall be deemed to constitute due and sufficient delivery of such counterpart. 
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective duly authorized officers as of the Amendment Date. 
  

			
	WPX ENERGY, INC.
		
	By:	 	 /s/ Rodney J. Sailor

	Name:	 	 Rodney J. Sailor

	Title:	 	 Treasurer & Deputy Chief Financial Officer




  
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	 CITIBANK, N.A.,

Individually and as Administrative Agent and as an Issuing Bank

		
	By:	 	 /s/ John F. Miller

	Name:	 	 John F. Miller

	Title:	 	 Attorney-In-Fact




  
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	BANK OF AMERICA, N.A.,
	Individually and as an Issuing Bank
		
	By:	 	 /s/ Benjamin E. Sauter

	Name:	 	 Benjamin E. Sauter

	Title:	 	 Vice President




  
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	BARCLAYS BANK PLC,
	Individually and as an Issuing Bank
		
	By:	 	 /s/ May Huang

	Name:	 	 May Huang

	Title:	 	 Assistant Vice President




  
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	JPMORGAN CHASE BANK, N.A.,
	Individually and as an Issuing Bank
		
	By:	 	 /s/ Muhammad Hasan

	Name:	 	 Muhammad Hasan

	Title:	 	 Vice President




  
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	BNP PARIBAS,
	Individually and as an Issuing Bank
		
	By:	 	 /s/ Andrew Ostrov

	Name:	 	 Andrew Ostrov

	Title:	 	 Director

		
	By:	 	 /s/ Larry Robinson

	Name:	 	 Larry Robinson

	Title:	 	 Director




  
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	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
		
	By:	 	 /s/ Darrell Stanley

	Name:	 	 Darrell Stanley

	Title:	 	 Managing Director

		
	By:	 	 /s/ Sharada Manne

	Name:	 	 Sharada Manne

	Title:	 	 Director




  
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	THE BANK OF NOVA SCOTIA
		
	By:	 	 /s/ John Frazell

	Name:	 	 John Frazell

	Title:	 	 Director




  
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	THE ROYAL BANK OF SCOTLAND PLC
		
	By:	 	 /s/ Steve Ray

	Name:	 	 Steve Ray

	Title:	 	 Director




  
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	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
		
	By:	 	 /s/ Nupar Kumar

	Name:	 	 Nupar Kumar

	Title:	 	 Vice President

		
	By:	 	 /s/ Michael Spaight

	Name:	 	 Michael Spaight

	Title:	 	 Associate




  
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	DEUTSCHE BANK AG NEW YORK BRANCH
		
	By:	 	 /s/ Philippe Sandmeier

	Name:	 	 Philippe Sandmeier

	Title:	 	 Managing Director

		
	By:	 	 /s/ John S. McGill

	Name:	 	 John S. McGill

	Title:	 	 Director




  
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	DNB NOR BANK ASA
		
	By:	 	 /s/ Nikolai A. Nachamkin

	Name:	 	 Nikolai A. Nachamkin

	Title:	 	 Senior Vice President

		
	By:	 	 /s/ Evan Uhliċk

	Name:	 	 Evan Uhliċk

	Title:	 	 Vice President




  
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	GOLDMAN SACHS BANK USA
		
	By:	 	 /s/ Lauren Day

	Name:	 	 Lauren Day

	Title:	 	 Authorized Signatory




  
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	MIZUHO CORPORATE BANK, LTD.
		
	By:	 	 /s/ Leon Mo

	Name:	 	 Leon Mo

	Title:	 	 Authorized Signatory




  
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	MORGAN STANLEY BANK, N.A.
		
	By:	 	 /s/ Frank Jolley

	Name:	 	 Frank Jolley

	Title:	 	 Authorized Signatory




  
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	ROYAL BANK OF CANADA
		
	By:	 	 /s/ Jason S. York

	Name:	 	 Jason S. York

	Title:	 	 Authorized Signatory




  
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	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




  
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	WELLS FARGO BANK, N.A.
		
	By:	 	 /s/ Paul V. Farrell

	Name:	 	 Paul V. Farrell

	Title:	 	 Director




  
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	COMPASS BANK
		
	By:	 	 /s/ Ian Payne

	Name:	 	 Ian Payne

	Title:	 	 Vice President




  
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	SUMITOMO MITSUI BANKING CORPORATION
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
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	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
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	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Bruce E. Hernandez

	Name:	 	 Bruce E. Hernandez

	Title:	 	 Vice President




  
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	BOKF, NA DBA BANK OF OKLAHOMA
		
	By:	 	 /s/ Julie Elliott

	Name:	 	 Julie Elliott

	Title:	 	 Vice President




  
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