EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 

COMMITMENT INCREASE AGREEMENT 

FOR AMENDED AND RESTATED CREDIT AGREEMENT 

THIS COMMITMENT INCREASE AGREEMENT FOR AMENDED AND RESTATED CREDIT AGREEMENT (this “Commitment Increase Agreement”)
dated as of July 31, 2015 is among WPX ENERGY, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto (the “Existing Incremental Lenders”) and the New Lenders (used herein as defined in
the Credit Agreement) (together with the Existing Incremental Lenders, each an “Incremental Lender”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and the Issuing Banks (as defined in the Credit Agreement)
party hereto. 
 RECITALS 

A. Reference is made to that certain Amended and Restated Credit Agreement dated as of October 28, 2014 (as amended July 16, 2015
and as further amended, amended and restated, restated, modified or otherwise supplemented prior to the date hereof, the “Credit Agreement”) among the Borrower, each of the Lenders party thereto and the Administrative Agent,
pursuant to which the Lenders have made certain credit and other financial accommodations available to and on behalf of the Borrower and its Subsidiaries. 

B. The Borrower has requested that each Existing Incremental Lender agree to increase its Commitments pursuant to Section 2.01(c) of the
Credit Agreement. 
 C. The Borrower has requested that each New Lender provide new Commitments pursuant to Section 2.01(c) of the
Credit Agreement. 
 D. NOW, THEREFORE, to induce the Incremental Lenders to enter into this Commitment Increase Agreement and in
consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

Section 1. Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given to such term in the Credit
Agreement. 
 Section 2. Memorialization of Increase. 

2.1 Upon the occurrence of the Increase Effective Date, (a) each New Lender agrees to provide new Commitments as specified opposite its
name on Annex A hereto and to make Revolving Loans on the terms and conditions set forth in the Credit Agreement, (b) each Existing Incremental Lender agrees to increase its Commitment as specified opposite its name on Annex A
hereto (collectively and together with the new commitments described in clause (a), the “Increase”), (c) the Aggregate Commitments under the Credit Agreement shall increase by the aggregate principal amount of the Increase of
the Incremental Lenders effected hereby and (d) the Administrative Agent and each of the Issuing Banks hereby consents to each Incremental Lender providing its Increase. 

2.2 (a)(i) The Increase effected hereby shall become a part of the Aggregate Commitments, (ii) the increase by each Existing Incremental
Lender in its Commitment as specified opposite its name on Annex A hereto effected hereby shall become a part of the Commitment of such Existing Incremental Lender, in each case, for all purposes of the Credit Agreement and the other Loan
Documents and (iii) the new Commitments of each New Lender as specified opposite its name on Annex A hereto effected hereby 







 
shall be Commitments of such New Lender, in each case, for all purposes of the Credit Agreement and the other Loan Documents and (b) the Increase effected hereby shall, together with all
Loans and LC Exposure in respect of the Increase, be subject to the same Applicable Percentage, prepayment provisions, Maturity Date and other terms and conditions applicable to the Aggregate Commitments, Loans and LC Exposure under the Credit
Agreement and the other Loan Documents. 
 2.3 The Borrower (a) acknowledges its obligations under the last sentence of
Section 2.01(c)(i) of the Credit Agreement (including with respect to breakage fees) and (b) hereby instructs the Administrative Agent to rebalance the Revolving Loans of each Lender so that the outstanding amount of Revolving Loans of
each Lender corresponds to each such Lender’s Applicable Percentage after giving effect to the Increase. 
 2.4 Each New Lender
(a) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this
Commitment Increase Agreement; (b) agrees that it will, independently and without reliance upon the Administrative Agent or any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Credit Agreement; (c) as of the Increase Effective Date, appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under
the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (d) as of the Increase Effective Date, agrees that it will
perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement, are required to be performed by it as a Lender. Upon the Increase Effective Date, each New Lender shall become a Lender under the Credit
Agreement. 
 Section 3. Conditions Precedent. 

This Commitment Increase Agreement shall become effective on the date when each of the following conditions is satisfied (such date, the
“Increase Effective Date”): 
 3.1 The Administrative Agent shall have received from the Borrower, the Administrative
Agent, each Incremental Lender and each Issuing Bank (a) a counterpart of this Commitment Increase Agreement signed on behalf of such party or (b) written evidence satisfactory to the Administrative Agent (which may include fax or email
pdf transmission of a signed signature page of this Commitment Increase Agreement) that such party has signed a counterpart of this Commitment Increase Agreement. 

3.2 The Administrative Agent and each Incremental Lender shall have received all fees and other amounts due and payable on or prior to the
Increase Effective Date, including, to the extent invoiced at least two Business Days prior to the Increase Effective Date (or such later date as the Borrower may reasonably agree), reimbursement or payment in full of all reasonable out-of-pocket
expenses required to be reimbursed or paid by the Borrower under the Credit Agreement. 
 3.3 The Administrative Agent shall have received a
certificate dated as of the Increase Effective Date, signed by a Responsible Officer of the Borrower certifying that each of the conditions set forth in this Section 3 have been satisfied and that, before and after giving effect to such
Increase, (a) the representations and warranties (other than Added L/C Representations) contained in the Credit 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 (b) before and
after giving effect to the Increase, no Default or Event of Default exists and is continuing as of the Increase Effective Date. 

  
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 3.4 The Administrative Agent shall have received certified resolutions or an equivalent,
incumbency certificates and/or any other certificates of a Responsible Officer of the Borrower as the Administrative Agent may reasonably require evidencing the authority of the Borrower to enter into the Commitment Increase Agreement and the
identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Increase and this Commitment 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. 
 3.5
The Administrative Agent shall have received a written opinion of Weil, Gotshal & Manges LLP dated as of the Increase Effective Date covering such matters relating to the Borrower and this Commitment Increase Agreement as are customary; the
Borrower hereby request such counsel to deliver such opinion. 
 The Administrative Agent is hereby authorized and directed to notify the
Borrower, the Lenders and the Issuing Banks of the Increase Effective Date and such notice shall be conclusive and binding upon all parties to the Credit Agreement. 

Section 4. Miscellaneous. 
 4.1
Confirmation. The provisions of the Credit Agreement shall remain in full force and effect following the effectiveness of this Commitment Increase Agreement. 

4.2 Ratification and Affirmation. The Borrower hereby (a) acknowledges the terms of this Commitment Increase Agreement and
(b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and
effect. 
 4.3 Loan Document. This Commitment Increase Agreement is a Loan Document. 

4.4 Counterparts. This Commitment Increase Agreement may be executed by one or more of the parties hereto in any number of separate
counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Commitment Increase Agreement by facsimile or electronic transmission shall be effective as delivery of a manually
executed counterpart hereof. 
 4.5 NO ORAL AGREEMENT. THIS COMMITMENT INCREASE AGREEMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND ANY SEPARATE LETTER AGREEMENT MEMORIALIZING RELATED FEES EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES. 
 4.6
GOVERNING LAW. THIS COMMITMENT INCREASE AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

4.7 Severability. Any provision of this Commitment Increase Agreement which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. 

  
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 4.8 Successors and Assigns. This Commitment Increase Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns. 
 [This page intentionally left blank.
Signature pages follow.] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Commitment Increase Agreement to be duly
executed as of the date first written above. 
  

									
	BORROWER:	 		 	WPX ENERGY, INC.
				
		 		 	By:	 	 /s/ Todd Scruggs

		 		 		 	Name:	 	Todd Scruggs
		 		 		 	Title:	 	Treasurer

 SIGNATURE PAGE – COMMITMENT INCREASE
AGREEMENT 
 WPX ENERGY, INC. 








									
	ADMINISTRATIVE AGENT AND INCREMENTAL LENDER:	 		 	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent and Incremental Lender

				
		 		 	By:	 	 /s/ Nathan Starr

		 		 		 	Name:	 	Nathan Starr
		 		 		 	Title:	 	Portfolio Manager

 SIGNATURE PAGE – COMMITMENT INCREASE
AGREEMENT 
 WPX ENERGY, INC. 








									
	ISSUING BANK:	 		 	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as an Issuing Bank

				
		 		 	By:	 	 /s/ Jeffrey Cobb

		 		 		 	Name:	 	Jeffrey Cobb
		 		 		 	Title:	 	Vice President

 SIGNATURE PAGE – COMMITMENT INCREASE
AGREEMENT 
 WPX ENERGY, INC. 








									
	ISSUING BANK:	 		 	BANK OF AMERICA, N.A.,
		 		 	as an Issuing Bank
				
		 		 	By:	 	 /s/ Bryan Heller

		 		 		 	Name:	 	Bryan Heller
		 		 		 	Title:	 	Director

 SIGNATURE PAGE – COMMITMENT INCREASE
AGREEMENT 
 WPX ENERGY, INC. 








									
	INCREMENTAL LENDER:	 		 	BANK OF AMERICA, N.A.,
		 		 	as an Incremental Lender
				
		 		 	By:	 	 /s/ Ronald E. McKaig

		 		 		 	Name:	 	Ronald E. McKaig
		 		 		 	Title:	 	Managing Director

 SIGNATURE PAGE – COMMITMENT INCREASE
AGREEMENT 
 WPX ENERGY, INC. 








									
	ISSUING BANK:	 		 	BARCLAYS BANK PLC,
		 		 	as an Issuing Bank
				
		 		 	By:	 	 /s/ Christopher Lee

		 		 		 	Name:	 	Christopher Lee
		 		 		 	Title:	 	Vice President

 SIGNATURE PAGE – COMMITMENT INCREASE
AGREEMENT 
 WPX ENERGY, INC. 








									
	INCREMENTAL LENDER:	 		 	BARCLAYS BANK PLC,
		 		 	as an Incremental Lender
				
		 		 	By:	 	 /s/ Christopher Lee

		 		 		 	Name:	 	Christopher Lee
		 		 		 	Title:	 	Vice President

 SIGNATURE PAGE – COMMITMENT INCREASE
AGREEMENT 
 WPX ENERGY, INC. 








									
	ISSUING BANK:	 		 	Citibank, N.A.,
		 		 	as an Issuing Bank
				
		 		 	By:	 	 /s/ Todd Mogil

		 		 		 	Name:	 	Todd Mogil
		 		 		 	Title:	 	Vice President

 SIGNATURE PAGE – COMMITMENT INCREASE
AGREEMENT 
 WPX ENERGY, INC. 








									
	INCREMENTAL LENDER:	 		 	Citibank, N.A.,
		 		 	as an Incremental Lender
				
		 		 	By:	 	 /s/ Todd Mogil

		 		 		 	Name:	 	Todd Mogil
		 		 		 	Title:	 	Vice President

 SIGNATURE PAGE – COMMITMENT INCREASE
AGREEMENT 
 WPX ENERGY, INC. 








									
	ISSUING BANK:	 		 	JPMORGAN CHASE BANK, N.A.,
		 		 	as an Issuing Bank
				
		 		 	By:	 	 /s/ Darren Vanek

		 		 		 	Name:	 	Darren Vanek
		 		 		 	Title:	 	Executive Director

 SIGNATURE PAGE – COMMITMENT INCREASE
AGREEMENT 
 WPX ENERGY, INC. 








									
	 INCREMENTAL LENDER:
	 		 	JPMORGAN CHASE BANK, N.A.,
		 		 	as an Incremental Lender
				
		 		 	By:	 	 /s/ Darren Vanek

		 		 		 	Name:	 	Darren Vanek
		 		 		 	Title:	 	Executive Director

 SIGNATURE PAGE – COMMITMENT INCREASE
AGREEMENT 
 WPX ENERGY, INC. 








									
	ISSUING BANK:	 		 	TORONTO DOMINION (TEXAS) LLC,
		 		 	 as an Issuing Bank

				
		 		 	By:	 	 /s/ Savo Bozic

		 		 		 	Name:	 	Savo Bozic
		 		 		 	Title:	 	Authorized Signatory

 SIGNATURE PAGE – COMMITMENT INCREASE
AGREEMENT 
 WPX ENERGY, INC. 








									
	INCREMENTAL LENDER:	 		 	TORONTO DOMINION (TEXAS) LLC,
		 		 	 as an Incremental Lender

				
		 		 	By:	 	 /s/ Savo Bozic

		 		 		 	Name:	 	Savo Bozic
		 		 		 	Title:	 	Authorized Signatory

 SIGNATURE PAGE – COMMITMENT INCREASE
AGREEMENT 
 WPX ENERGY, INC. 








									
	INCREMENTAL LENDER:	 		 	COMPASS BANK,
		 		 	 as an Incremental Lender

				
		 		 	By:	 	 /s/ Umar Hassan

		 		 		 	Name:	 	Umar Hassan
		 		 		 	Title:	 	Senior Vice President

 SIGNATURE PAGE – COMMITMENT INCREASE
AGREEMENT 
 WPX ENERGY, INC. 








									
	INCREMENTAL LENDER:	 		 	 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

as an Incremental Lender

				
		 		 	By:	 	 /s/ Darrell Stanley

		 		 		 	Name:	 	Darrell Stanley
		 		 		 	Title:	 	Managing Director
				
		 		 	By:	 	 /s/ Michael Willis

		 		 		 	Name:	 	Michael Willis
		 		 		 	Title:	 	Managing Director

 SIGNATURE PAGE – COMMITMENT INCREASE
AGREEMENT 
 WPX ENERGY, INC. 








									
	INCREMENTAL LENDER:	 		 	 ROYAL BANK OF CANADA,

as an Incremental Lender

				
		 		 	By:	 	 /s/ Evans Swann, Jr.

		 		 		 	Name:	 	Evans Swann, Jr.
		 		 		 	Title:	 	Authorized Signatory

 SIGNATURE PAGE – COMMITMENT INCREASE
AGREEMENT 
 WPX ENERGY, INC. 








									
	INCREMENTAL LENDER:	 		 	Bank of Nova Scotia,
		 		 	as an Incremental Lender
				
		 		 	By:	 	 /s/ Mark Sparrow

		 		 		 	Name:	 	Mark Sparrow
		 		 		 	Title:	 	Director

 SIGNATURE PAGE – COMMITMENT INCREASE
AGREEMENT 
 WPX ENERGY, INC. 








									
	INCREMENTAL LENDER:	 		 	The Bank of Tokyo-Mitsubishi UFJ, LTD.,
		 		 	as an Incremental Lender
				
		 		 	By:	 	 /s/ Mark Oberreuter

		 		 		 	Name:	 	Mark Oberreuter
		 		 		 	Title:	 	Vice President

 SIGNATURE PAGE – COMMITMENT INCREASE
AGREEMENT 
 WPX ENERGY, INC. 








									
	INCREMENTAL LENDER:	 		 	BNP PARIBAS,
		 		 	 as an Incremental Lender

				
		 		 	By:	 	 /s/ Ann Rhoads

		 		 		 	Name:	 	Ann Rhoads
		 		 		 	Title:	 	Managing Director
			
	INCREMENTAL LENDER:	 		 	BNP PARIBAS,
		 		 	as an Incremental Lender
				
		 		 	By:	 	 /s/ John R. Corley

		 		 		 	Name:	 	John R. Corley
		 		 		 	Title:	 	Director

 SIGNATURE PAGE – COMMITMENT INCREASE
AGREEMENT 
 WPX ENERGY, INC. 








									
	INCREMENTAL LENDER:	 		 	BRANCH BANKING AND TRUST COMPANY,
		 		 	as an Incremental Lender
				
		 		 	By:	 	 /s/ Janet L. Wheeler

		 		 		 	Name:	 	Janet L. Wheeler
		 		 		 	Title:	 	Vice President

 SIGNATURE PAGE – COMMITMENT INCREASE
AGREEMENT 
 WPX ENERGY, INC. 








									
	 INCREMENTAL LENDER:
	 		 	Credit Suisse AG, Cayman Islands Branch,
		 		 	 as an Incremental Lender

				
		 		 	By:	 	 /s/ Nupur Kumar

		 		 		 	Name:	 	Nupur Kumar
		 		 		 	Title:	 	Authorized Signatory
				
		 		 	By:	 	 /s/ Lingzi Huang

		 		 		 	Name:	 	Lingzi Huang
		 		 		 	Title:	 	Authorized Signatory

 SIGNATURE PAGE – COMMITMENT INCREASE
AGREEMENT 
 WPX ENERGY, INC. 








									
	INCREMENTAL LENDER:	 		 	BOKF, NA dba Bank of Oklahoma,
		 		 	as an Incremental Lender
				
		 		 	By:	 	 /s/ J. Nick Cooper

		 		 		 	Name:	 	J. Nick Cooper
		 		 		 	Title:	 	Vice President

 SIGNATURE PAGE – COMMITMENT INCREASE
AGREEMENT 
 WPX ENERGY, INC. 







 Annex A 

Commitments 
  

									
	 Lender
	  	Amount of Existing Commitment	 	  	Amount of Commitment Increase
or, in the case of New Lenders, New
Commitments	 
	 Wells Fargo Bank, National Association
	  	$	113,000,000	  	  	$	22,000,000	  
	 Bank of America, N.A.
	  	 	113,000,000	  	  	 	22,000,000	  
	 Barclays Bank PLC
	  	 	113,000,000	  	  	 	22,000,000	  
	 Citibank, N.A.
	  	 	113,000,000	  	  	 	22,000,000	  
	 JPMorgan Chase Bank, N.A.
	  	 	113,000,000	  	  	 	22,000,000	  
	 Toronto-Dominion (Texas) LLC
	  	 	113,000,000	  	  	 	22,000,000	  
	 Compass Bank
	  	 	92,000,000	  	  	 	13,000,000	  
	 Credit Agricole Corporate and Investment Bank
	  	 	92,000,000	  	  	 	13,000,000	  
	 Royal Bank of Canada
	  	 	92,000,000	  	  	 	13,000,000	  
	 Bank of Nova Scotia
	  	 	92,000,000	  	  	 	13,000,000	  
	 The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	  	 	92,000,000	  	  	 	13,000,000	  
	 BNP Paribas
	  	 	75,000,000	  	  	 	30,000,000	  
	 U.S. Bank, N.A.
	  	 	92,000,000	  	  	 	0	  
	 Branch Banking and Trust Company
	  	 	75,000,000	  	  	 	9,000,000	  
	 Credit Suisse AG, Cayman Islands Branch
	  	 	75,000,000	  	  	 	9,000,000	  
	 BOKF, N.A. dba Bank of Oklahoma
	  	 	45,000,000	  	  	 	5,000,000	  
		  	  
	  
	 	  	  
	  
	 
	 Total
	  	$	1,500,000,000	  	  	$	250,000,000	  
		  	  
	  
	 	  	  
	  
	 


  
 ANNEX A