0001193125-15-260038 Sample Contracts

WPX ENERGY, INC. $500,000,000 7.50% Senior Notes due 2020 $500,000,000 8.25% Senior Notes due 2023 UNDERWRITING AGREEMENT
Underwriting Agreement • July 22nd, 2015 • WPX Energy, Inc. • Crude petroleum & natural gas • New York
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WPX ENERGY, INC. 30,000,000 Shares of Common Stock ($0.01 Par Value Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • July 22nd, 2015 • WPX Energy, Inc. • Crude petroleum & natural gas • New York
FIRST AMENDMENT to AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JULY 16, 2015 among WPX ENERGY, INC., as Borrower, the Lenders party hereto, CITIBANK, N.A., as Exiting Administrative Agent and Exiting Swingline Lender, and WELLS FARGO BANK,...
Credit Agreement • July 22nd, 2015 • WPX Energy, Inc. • Crude petroleum & natural gas • New York

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”) dated as of July 16, 2015 is among WPX ENERGY, INC., a Delaware corporation (the “Borrower”), each of the Lenders party hereto, CITIBANK, N.A., as the exiting Administrative Agent (in such capacity, the “Exiting Administrative Agent”) and exiting Swingline Lender (in such capacity, the “Exiting Swingline Lender”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Successor Administrative Agent (as defined below) and Successor Swingline Lender (as defined below).

WPX ENERGY, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of July 22, 2015 to the INDENTURE Dated as of September 8, 2014
Second Supplemental Indenture • July 22nd, 2015 • WPX Energy, Inc. • Crude petroleum & natural gas • New York

THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of July 22, 2015, 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”).

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