WPX Energy, Inc. Sample Contracts
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”).
Standard Contracts
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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights 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.
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”).
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
WPX ENERGY, INC. CHANGE IN CONTROL SEVERANCE AGREEMENT (TIER I EXECUTIVE)Change in 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”).
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”).
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.
TO: [Participant Name] FROM: James J. Bender SUBJECT: 2014 Restricted Stock Unit AwardRestricted Stock Unit Award • 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.
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
WPX ENERGY, INC. AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT (CEO)Change in 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”).
SUPPORT AGREEMENTSupport Agreement • September 28th, 2020 • WPX Energy, Inc. • Crude petroleum & natural gas • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”) is dated as of September 26, 2020, by and among each stockholder of WPX Energy, Inc., a Delaware corporation (the “Company”), set forth on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”), and Devon Energy Corporation, a Delaware corporation (“Parent”).
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).
Agreement and Plan of Merger By and Among DEVON ENERGY CORPORATION, EAST MERGER SUB, INC. and WPX ENERGY, INC.Merger Agreement • September 28th, 2020 • WPX Energy, Inc. • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into on September 26, 2020, by and among Devon Energy Corporation, a Delaware corporation (“Central”), East Merger Sub, Inc., a Delaware corporation and a wholly-owned, direct, Subsidiary of Central (“Merger Sub”) and WPX Energy, Inc., a Delaware corporation (“East”).
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, 2014Third Supplemental Indenture • 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”).
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.”
ContractGlobal Security Note • August 22nd, 2017 • WPX Energy, Inc. • 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.
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 28th, 2012 • WPX Energy, Inc. • Crude petroleum & natural gas
THIS 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] 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”).
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
PURCHASE AND SALE AGREEMENT BY AND AMONG PANTHER ENERGY COMPANY II, LLC AND CP2 OPERATING, LLC AS SELLERS AND RKI EXPLORATION & PRODUCTION, LLC AS BUYERPurchase and Sale Agreement • March 13th, 2017 • WPX Energy, Inc. • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (this “Agreement”) is made and entered into this 12th day of January, 2017 (the “Execution Date”), by and among Panther Energy Company II, LLC, a Delaware limited liability company, doing business under the trade name Panther Exploration, LLC in Texas (“Panther”), CP2 Operating, LLC, a Delaware limited liability company (“Carrier”), and RKI Exploration & Production, LLC, a Delaware limited liability company (“Buyer”). Panther and Carrier are sometimes collectively referred to herein as “Sellers” and individually as “Seller.” Buyer and Sellers are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
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 AGREEMENTRegistration 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”).
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. $150,000,000 5.25% Senior Notes due 2024 UNDERWRITING AGREEMENTUnderwriting Agreement • August 22nd, 2017 • WPX Energy, Inc. • Crude petroleum & natural gas • New York
