WPX ENERGY, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of September 8, 2014Indenture • September 8th, 2014 • WPX Energy, Inc. • Crude petroleum & natural gas • New York
THIS INDENTURE, dated as of September 8, 2014, is between WPX ENERGY, INC., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association (the “Trustee”).
Shares WPX ENERGY, INC. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • October 31st, 2011 • WPX Energy, Inc. • Crude petroleum & natural gas • New York
Barclays Capital Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated, As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND FIRST AMENDMENT TO GUARANTY AND COLLATERAL AGREEMENTCredit Agreement • April 20th, 2018 • WPX Energy, Inc. • Crude petroleum & natural gas • New York
This Second Amended and Restated Credit Agreement, dated as of March 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), is among WPX ENERGY, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto, and WELLS FARGO BANK, National Association, as Administrative Agent and Swingline Lender.
WPX ENERGY, INC. 5.25% Senior Notes due 2024 UNDERWRITING AGREEMENTUnderwriting Agreement • September 8th, 2014 • WPX Energy, Inc. • Crude petroleum & natural gas • New York
WPX Energy, Inc., a Delaware corporation (the “Company”), confirms its agreement with Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Wells Fargo, Citigroup Global Markets Inc. and RBS Securities Inc. are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Exhibit A hereto of $500,000,000 aggregate principal amount of the Company’s 5.25% Senior Notes due 2024 (the “Securities”). The Securities will be issued pursuant to an indenture (the “Base Indenture”) dated as of the Closing Date (as defined below), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Tr
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 5th, 2015 • WPX Energy, Inc. • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of August 17, 2015 (this “Agreement”), is by and among WPX Energy, Inc., a Delaware corporation (the “Company”), and the holders of Company Common Stock listed on the signature page hereof.
CREDIT AGREEMENT dated as of June 3, 2011 among WPX ENERGY, INC., as Borrower The Lenders Party Hereto and CITIBANK, N.A., as Administrative Agent and Swingline Lender CITIGROUP GLOBAL MARKETS INC. BARCLAYS CAPITAL, the investment banking division of...Credit Agreement • July 29th, 2011 • WPX Energy, Inc. • Crude petroleum & natural gas • New York
This Credit Agreement dated as of June 3, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), is among WPX ENERGY, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto, and CITIBANK, N.A., as Administrative Agent and Swingline Lender.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 28, 2014 among WPX ENERGY, INC., as Borrower The Lenders Party Hereto and CITIBANK, N.A., as Administrative Agent and Swingline Lender CITIGROUP GLOBAL MARKETS INC. MERRILL LYNCH, PIERCE,...Credit Agreement • November 3rd, 2014 • WPX Energy, Inc. • Crude petroleum & natural gas • New York
This Amended and Restated Credit Agreement dated as of October 28, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), is among WPX ENERGY, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto, and CITIBANK, N.A., as Administrative Agent and Swingline Lender.
FORM OF TAX SHARING AGREEMENTForm of Tax Sharing Agreement • November 23rd, 2011 • WPX Energy, Inc. • Crude petroleum & natural gas • Oklahoma
This Tax Sharing Agreement (the “Agreement”) is entered into as of , 2011, by and between The Williams Companies, Inc., a Delaware corporation (“Williams”), and WPX Energy, Inc., a Delaware corporation (“WPX”) (collectively, the “parties”).
WPX ENERGY, INC. 45,000,000 Shares of Common Stock ($0.01 Par Value Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • January 18th, 2017 • WPX Energy, Inc. • Crude petroleum & natural gas • New York
TO: [Participant Name] FROM: James J. Bender SUBJECT: 2014 Restricted Stock Unit AwardRestricted Stock Unit Agreement • May 7th, 2014 • WPX Energy, Inc. • Crude petroleum & natural gas
You have been selected to receive a restricted stock unit award. This award, which is subject to adjustment under the 2014 Restricted Stock Unit Agreement (the “Agreement”), is granted to you in recognition of your role as a key employee whose responsibilities and performance are critical to the attainment of long-term goals. This award and similar awards are made on a selective basis and are, therefore, to be kept confidential. It is granted and subject to the terms and conditions of the WPX Energy, Inc. 2013 Incentive Plan, as amended and restated from time to time, and the Agreement.
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between THE WILLIAMS COMPANIES, INC., and WPX ENERGY, INC. Dated as of , 2011Separation and Distribution Agreement • November 23rd, 2011 • WPX Energy, Inc. • Crude petroleum & natural gas • Oklahoma
SEPARATION AND DISTRIBUTION AGREEMENT, dated as of , 2011 (this “Agreement”), by and between The Williams Companies, Inc., a Delaware corporation (“WMB”), and WPX Energy, Inc., a Delaware corporation (“WPX”).
WPX ENERGY, INC. $900,000,000 4.500% Senior Notes due 2030 UNDERWRITING AGREEMENT Dated: January 7, 2020Underwriting Agreement • January 10th, 2020 • WPX Energy, Inc. • Crude petroleum & natural gas • New York
REGISTRATION RIGHTS AGREEMENTAdoption Agreement • March 6th, 2020 • WPX Energy, Inc. • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 6, 2020, is by and among WPX Energy, Inc., a Delaware corporation (the “Company”), Felix Investments Holdings II, LLC, a Delaware limited liability company (the “Investor”), and the other Holders (as defined below) from time to time parties hereto.
WPX ENERGY, INC. AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT (CEO)Control Severance Agreement • November 16th, 2016 • WPX Energy, Inc. • Crude petroleum & natural gas • Oklahoma
THIS AGREEMENT (“Agreement”) dated as of , 20 (the “Agreement Date”) is made by and between WPX Energy, Inc., a corporation incorporated under the laws of the State of Delaware (hereinafter, together with its subsidiaries and successors, referred to as “WPX”), and [INSERT EXECUTIVE NAME] (“Executive”).
WPX ENERGY, INC. CHANGE IN CONTROL SEVERANCE AGREEMENT (TIER I EXECUTIVE)Control Severance Agreement • July 23rd, 2012 • WPX Energy, Inc. • Crude petroleum & natural gas • Oklahoma
THIS AGREEMENT (“Agreement”) dated as of , 20 (the “Agreement Date”) is made by and between WPX Energy, Inc., a corporation incorporated under the laws of the State of Delaware (hereinafter, together with its subsidiaries and successors, referred to as “WPX”), and [INSERT EXECUTIVE NAME] (“Executive”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 18, 2016 among WPX ENERGY, INC., as Borrower The Lenders Party Hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swingline Lender WELLS FARGO SECURITIES, LLC...Credit Agreement • March 22nd, 2016 • WPX Energy, Inc. • Crude petroleum & natural gas • New York
This Second Amended and Restated Credit Agreement, dated as of March 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), is among WPX ENERGY, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto, and WELLS FARGO BANK, National Association, as Administrative Agent and Swingline Lender.
WPX ENERGY, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of September 24, 2019 to the INDENTURE Dated as of September 8, 2014Fourth Supplemental Indenture • September 24th, 2019 • WPX Energy, Inc. • Crude petroleum & natural gas • New York
EMPLOYEE MATTERS AGREEMENT by and between THE WILLIAMS COMPANIES, INC. and WPX ENERGY, INC. Dated as of December 30, 2011Employee Matters Agreement • January 6th, 2012 • WPX Energy, Inc. • Crude petroleum & natural gas
EMPLOYEE MATTERS AGREEMENT, dated as of December 30, 2011 (the “Employee Matters Agreement”), by and between The Williams Companies, Inc., a Delaware corporation (“WMB”), and WPX Energy, Inc., a Delaware corporation (“WPX”), which Employee Matters Agreement shall become effective at the same time as the Separation Agreement (as defined below).
PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENTPerformance-Based Restricted Stock Unit Agreement • February 28th, 2012 • WPX Energy, Inc. • Crude petroleum & natural gas
THIS [Year] PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), which contains the terms and conditions for the Restricted Stock Units (“Restricted Stock Units” or “RSUs”) referred to in the [Year] Performance-Based Restricted Stock Unit Award Letter delivered in hard copy or electronically to Participant (“[Year] Award Letter”), is by and between WPX ENERGY, INC., a Delaware corporation (the “Company”), and the individual identified on the last page hereof (the “Participant”).
FORM OF TRANSITION SERVICES AGREEMENT between THE WILLIAMS COMPANIES, INC. and WPX ENERGY, INC. Dated as of , 2011Transition Services Agreement • November 23rd, 2011 • WPX Energy, Inc. • Crude petroleum & natural gas
TRANSITION SERVICES AGREEMENT, dated as of , 2011 (this “Agreement”), by and between The Williams Companies, Inc., a Delaware corporation (“WMB”), and WPX Energy, Inc., a Delaware corporation (“WPX”).
FORM OF EMPLOYEE MATTERS AGREEMENT by and between THE WILLIAMS COMPANIES, INC. and WPX ENERGY, INC. Dated as ofEmployee Matters Agreement • December 2nd, 2011 • WPX Energy, Inc. • Crude petroleum & natural gas
EMPLOYEE MATTERS AGREEMENT, dated as of (the “Employee Matters Agreement”), by and between The Williams Companies, Inc., a Delaware corporation (“WMB”), and WPX Energy, Inc., a Delaware corporation (“WPX”), which Employee Matters Agreement shall become effective at the same time as the Separation Agreement (as defined below).
THIRD SUPPLEMENTAL INDENTURE Dated as of May 23, 2018 to the INDENTURE Dated as of September 8, 2014Indenture • May 23rd, 2018 • WPX Energy, Inc. • Crude petroleum & natural gas • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of May 23, 2018, is between WPX Energy, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association (the “Trustee”).
TAX SHARING AGREEMENTTax Sharing Agreement • January 6th, 2012 • WPX Energy, Inc. • Crude petroleum & natural gas • Oklahoma
This Tax Sharing Agreement (the “Agreement”) is entered into as of December 30, 2011, by and between The Williams Companies, Inc., a Delaware corporation (“Williams”), and WPX Energy, Inc., a Delaware corporation (“WPX”) (collectively, the “parties”).
SECURITIES PURCHASE AGREEMENT by and between FELIX INVESTMENTS HOLDINGS II, LLC, as Seller, and WPX ENERGY, INC., as Purchaser, Dated as of December 15, 2019Securities Purchase Agreement • December 16th, 2019 • WPX Energy, Inc. • Crude petroleum & natural gas • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), is dated as of December 15, 2019 (the “Execution Date”), by and between Felix Investments Holdings II, LLC, a Delaware limited liability company (“Seller”), and WPX Energy, Inc., a Delaware corporation (“Purchaser”). Seller and Purchaser are sometimes referred to individually as a “Party” and collectively as the “Parties.”
ContractWPX Energy, Inc. • August 22nd, 2017 • Crude petroleum & natural gas
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), OR A NOMINEE OF DTC. THIS NOTE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC.
WPX ENERGY, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT INDUCEMENT AWARD AGREEMENTInducement Award Agreement • May 2nd, 2014 • WPX Energy, Inc. • Crude petroleum & natural gas • Delaware
THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT INDUCEMENT AWARD AGREEMENT and Appendices A and B attached hereto (this “Agreement”), contains the terms and conditions for the Restricted Stock Units (“Restricted Stock Units” or “RSUs”), is by and between WPX ENERGY, INC., a Delaware corporation (the “Company”) and the individual identified on the last page hereof (the “Participant”).
WPX ENERGY, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee SIXTH SUPPLEMENTAL INDENTURE Dated as of June 17, 2020 to the INDENTURE Dated as of September 8, 2014Supplemental Indenture • June 17th, 2020 • WPX Energy, Inc. • Crude petroleum & natural gas • New York
SEVERANCE AND RESTRICTIVE COVENANT AGREEMENTSeverance and Restrictive Covenant Agreement • November 3rd, 2016 • WPX Energy, Inc. • Crude petroleum & natural gas • Oklahoma
This SEVERANCE AND RESTRICTIVE COVENANT AGREEMENT (this “Agreement”), effective this 16th of August, 2016 (“Effective Date”) by and between WPX Energy, Inc., WPX Energy Services Company, LLC, and their respective subsidiaries and affiliates (collectively the “Company”), and Michael Fiser (the “Executive”), sets forth the terms and understandings regarding the Executive’s separation from the Company.
WPX ENERGY, INC. 30,000,000 Shares of Common Stock ($0.01 Par Value Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • July 22nd, 2015 • WPX Energy, Inc. • Crude petroleum & natural gas • New York
WPX ENERGY, INC. 49,500,000 Shares of Common Stock ($0.01 Par Value Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • June 9th, 2016 • WPX Energy, Inc. • Crude petroleum & natural gas • New York
SEPARATION AND DISTRIBUTION AGREEMENT by and between THE WILLIAMS COMPANIES, INC., and WPX ENERGY, INC. Dated as of December 30, 2011Separation and Distribution Agreement • January 6th, 2012 • WPX Energy, Inc. • Crude petroleum & natural gas • Oklahoma
SEPARATION AND DISTRIBUTION AGREEMENT, dated as of December 30, 2011 (this “Agreement”), by and between The Williams Companies, Inc., a Delaware corporation (“WMB”), and WPX Energy, Inc., a Delaware corporation (“WPX”).
SEPARATION AND DISTRIBUTION AGREEMENT by and between THE WILLIAMS COMPANIES, INC., and WPX ENERGY, INC. Dated as of December 30, 2011Separation and Distribution Agreement • February 28th, 2012 • WPX Energy, Inc. • Crude petroleum & natural gas • Oklahoma
SEPARATION AND DISTRIBUTION AGREEMENT, dated as of December 30, 2011 (this “Agreement”), by and between The Williams Companies, Inc., a Delaware corporation (“WMB”), and WPX Energy, Inc., a Delaware corporation (“WPX”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • October 31st, 2011 • WPX Energy, Inc. • Crude petroleum & natural gas • New York
REGISTRATION RIGHTS AGREEMENT, dated as of , 2011 (this “Agreement”), by and between The Williams Companies, Inc., a Delaware corporation (“WMB”) and WPX Energy, Inc., a Delaware corporation (“WPX”).
WPX ENERGY, INC. $150,000,000 5.25% Senior Notes due 2024 UNDERWRITING AGREEMENTUnderwriting Agreement • August 22nd, 2017 • WPX Energy, Inc. • Crude petroleum & natural gas • New York
FORM OF ADMINISTRATIVE SERVICES AGREEMENT between THE WILLIAMS COMPANIES, INC. and WPX ENERGY, INC. Dated as of , 2011Administrative Services Agreement • July 19th, 2011 • WPX Energy, Inc. • Crude petroleum & natural gas
ADMINISTRATIVE SERVICES AGREEMENT, dated as of , 2011 (this “Agreement”), by and between The Williams Companies, Inc., a Delaware corporation (“WMB”), and WPX Energy, Inc., a Delaware corporation (“WPX”).
