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
Contract Type FiledSeptember 8th, 2014 Company Industry JurisdictionTHIS 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
Contract Type FiledOctober 31st, 2011 Company Industry JurisdictionBarclays 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
Contract Type FiledApril 20th, 2018 Company Industry JurisdictionThis 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
Contract Type FiledSeptember 8th, 2014 Company Industry JurisdictionWPX 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
Contract Type FiledNovember 5th, 2015 Company Industry JurisdictionThis 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
Contract Type FiledJuly 29th, 2011 Company Industry JurisdictionThis 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
Contract Type FiledNovember 3rd, 2014 Company Industry JurisdictionThis 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
Contract Type FiledNovember 23rd, 2011 Company Industry JurisdictionThis 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
Contract Type FiledJanuary 18th, 2017 Company Industry Jurisdiction
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
Contract Type FiledMay 7th, 2014 Company IndustryYou 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. CHANGE IN CONTROL SEVERANCE AGREEMENT (TIER I EXECUTIVE)Control Severance Agreement • July 23rd, 2012 • WPX Energy, Inc. • Crude petroleum & natural gas • Oklahoma
Contract Type FiledJuly 23rd, 2012 Company Industry JurisdictionTHIS 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
Contract Type FiledNovember 23rd, 2011 Company Industry JurisdictionSEPARATION 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
Contract Type FiledJanuary 10th, 2020 Company Industry Jurisdiction
REGISTRATION RIGHTS AGREEMENTAdoption Agreement • March 6th, 2020 • WPX Energy, Inc. • Crude petroleum & natural gas • Delaware
Contract Type FiledMarch 6th, 2020 Company Industry JurisdictionThis 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
Contract Type FiledNovember 16th, 2016 Company Industry JurisdictionTHIS 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
Contract Type FiledMarch 22nd, 2016 Company Industry JurisdictionThis 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
Contract Type FiledSeptember 24th, 2019 Company Industry Jurisdiction
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
Contract Type FiledJanuary 6th, 2012 Company IndustryEMPLOYEE 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
Contract Type FiledFebruary 28th, 2012 Company IndustryTHIS [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
Contract Type FiledNovember 23rd, 2011 Company IndustryTRANSITION 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
Contract Type FiledDecember 2nd, 2011 Company IndustryEMPLOYEE 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
Contract Type FiledMay 23rd, 2018 Company Industry JurisdictionTHIS 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
Contract Type FiledJanuary 6th, 2012 Company Industry JurisdictionThis 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
Contract Type FiledDecember 16th, 2019 Company Industry JurisdictionThis 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
Company FiledAugust 22nd, 2017 IndustryTHIS 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
Contract Type FiledMay 2nd, 2014 Company Industry JurisdictionTHIS 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
Contract Type FiledJune 17th, 2020 Company Industry Jurisdiction
SEVERANCE AND RESTRICTIVE COVENANT AGREEMENTSeverance and Restrictive Covenant Agreement • November 3rd, 2016 • WPX Energy, Inc. • Crude petroleum & natural gas • Oklahoma
Contract Type FiledNovember 3rd, 2016 Company Industry JurisdictionThis 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
Contract Type FiledJuly 22nd, 2015 Company Industry Jurisdiction
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
Contract Type FiledMarch 13th, 2017 Company Industry JurisdictionThis 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
Contract Type FiledJanuary 6th, 2012 Company Industry JurisdictionSEPARATION 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
Contract Type FiledFebruary 28th, 2012 Company Industry JurisdictionSEPARATION 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
Contract Type FiledOctober 31st, 2011 Company Industry JurisdictionREGISTRATION 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
Contract Type FiledAugust 22nd, 2017 Company Industry Jurisdiction
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
Contract Type FiledJuly 19th, 2011 Company IndustryADMINISTRATIVE 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”).