exv4w4






Exhibit 4.4




SECOND SUPPLEMENTAL INDENTURE




     SECOND
SUPPLEMENTAL INDENTURE
(this “Supplemental Indenture” ), dated as of November 3, 2010,
among (i) Concho Oil & Gas LLC, a Texas limited liability company (“Concho Oil & Gas”) and a
subsidiary of Concho Resources Inc., a Delaware corporation (the “Company”), (ii) COG Holdings LLC,
a Texas limited liability company (“COG Holdings”) and a subsidiary of the Company, (iii) COG
Exchange Properties LLC, a Texas limited liability company (together with Concho Oil & Gas and COG
Holdings, the “New Subsidiary Guarantors”) and a subsidiary of the Company, (iv) the Company, (v)
the existing Subsidiary Guarantors (as defined in the First Supplemental Indenture referred to
herein) and (vi) Wells Fargo Bank, National Association, as trustee under the Indenture referred to
herein (the “Trustee”). The New Subsidiary Guarantors and the existing Subsidiary Guarantors are
sometimes referred to collectively herein as the “Subsidiary Guarantors” or individually as a
“Subsidiary Guarantor.”



W I T N E S S E T H




     WHEREAS, the Company and the existing Subsidiary Guarantors have heretofore executed and
delivered to the Trustee an indenture (the “Indenture”), dated as of September 18, 2009, and a
First Supplemental Indenture (herein so called) of even date therewith relating to the 8.625%
Senior Notes due 2017 (the “Securities”) of the Company;



     WHEREAS, Section 1117 of the First Supplemental Indenture obligates the Company to cause
certain Restricted Subsidiaries to become Subsidiary Guarantors by executing a supplemental
indenture as provided in such Section; and



     WHEREAS, pursuant to Section 1001 of the First Supplemental Indenture, the Company, the
Subsidiary Guarantors and the Trustee are authorized to execute and deliver this Supplemental
Indenture to amend or supplement the Indenture without the consent of any Holder;



     NOW THEREFORE, to comply with the provisions of the First Supplemental Indenture and in
consideration of the foregoing and for other good and valuable consideration, the receipt of which
is hereby acknowledged, the New Subsidiary Guarantors, the other Subsidiary Guarantors, the Company
and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the
Securities as follows:



     1. Capitalized Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the First Supplemental Indenture.



     2. Agreement to Guarantee. The New Subsidiary Guarantors hereby agree, jointly and
severally, with all other Subsidiary Guarantors, to fully and unconditionally Guarantee to each
Holder and to the Trustee the Obligations, to the extent set forth in Article Sixteen of the First
Supplemental Indenture and subject to the provisions thereof. The obligations of the Subsidiary
Guarantors to the Holders of Securities and to the Trustee pursuant to the Subsidiary Guarantees
and the Indenture are expressly set forth in Article Sixteen of the First Supplemental Indenture
and reference is hereby made to such Article for the precise terms of the Subsidiary Guarantees.



     3. NEW YORK LAW TO GOVERN. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE AND ENFORCE THIS SUPPLEMENTAL INDENTURE.



     4. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement. This Supplemental Indenture may be executed in multiple counterparts which, when taken
together, shall constitute one instrument.



     5. Effect of Headings. The Section headings herein are for convenience only and shall
not affect the construction hereof.



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     6. The Trustee. Except as otherwise expressly provided herein, no duties,
responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by
reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the
Trustee subject to all the terms and conditions set forth in the Indenture with the same force and
effect as if those terms and conditions were repeated at length herein and made applicable to the
Trustee with respect hereto.



[Remainder of Page Intentionally Left Blank. Signature Page Follows.]




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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.



	 	 	 	 	 
	 	NEW SUBSIDIARY GUARANTORS:



CONCHO OIL & GAS LLC

COG HOLDINGS LLC

 	 
	 	By:  	/s/ Darin G. Holderness
 	 
	 	 	Name:  	Darin G. Holderness 	 
	 	 	Title:  	Senior Vice President -- Chief Financial
Officer and Treasurer 	 
	 
	 	COG EXCHANGE PROPERTIES LLC

 	 
	 	By:  	/s/ Dale A. Brown
 	 
	 	 	Name:  	Dale A. Brown 	 
	 	 	Title:  	President 	 
	 
	 	OTHER SUBSIDIARY GUARANTORS:



COG OPERATING LLC

COG REALTY LLC

CONCHO ENERGY SERVICES LLC

QUAIL RANCH LLC

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



CONCHO RESOURCES INC.

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



WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	/s/ John C. Stohlmann
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




[Signature Page to Supplemental Indenture]