Exhibit 4.1
SIXTEENTH SUPPLEMENTAL INDENTURE
SIXTEENTH SUPPLEMENTAL INDENTURE (this“Supplemental Indenture”), dated as of August 14, 2018, among (i) RSP Permian, Inc., a Delaware corporation (“RSP”) and an indirect subsidiary of Concho Resources Inc., a Delaware corporation (the “Company”), (ii) RSP Permian, L.L.C., a Delaware limited liability company (collectively with RSP, the“New Subsidiary Guarantors”) and a wholly owned subsidiary of RSP, (iii) the existing Subsidiary Guarantors (as defined in the Indenture referred to herein), (iv) the Company and (v) Wells Fargo Bank, National Association, as trustee under the Indenture referred to herein (the“Trustee”). The New Subsidiary Guarantors and the existing Subsidiary Guarantors are sometimes referred to collectively herein as the “Subsidiary Guarantors,” or individually as a “Subsidiary Guarantor.”
W I T N E S S E T H
WHEREAS, the Company and the existing Subsidiary Guarantors have heretofore executed and delivered to the Trustee an indenture, dated as of September 18, 2009 (the“Indenture”), as supplemented by the Tenth Supplemental Indenture, dated as of December 28, 2016 (the“Tenth Supplemental Indenture”), the Eleventh Supplemental Indenture, dated as of January 25, 2017, the Twelfth Supplemental Indenture, dated as of September 26, 2017 (the“Twelfth Supplemental Indenture”), the Thirteenth Supplemental Indenture, dated as of September 26, 2017 (the“Thirteenth Supplemental Indenture”), the Fourteenth Supplemental Indenture, dated as of July 2, 2018 (the“Fourteenth Supplemental Indenture”) and the Fifteenth Supplemental Indenture, dated as of July 2, 2018 (the“Fifteenth Supplemental Indenture” and collectively with the Tenth Supplemental Indenture, the Twelfth Supplemental Indenture, the Thirteenth Supplemental Indenture and the Fourteenth Supplemental Indenture, the“Supplemental Indentures”), relating to the 4.375% Senior Notes due 2025, the 3.75% Senior Notes due 2027, the 4.875% Senior Notes due 2047, the 4.300% Senior Notes due 2028 and the 4.850% Senior Notes due 2048 (the“Securities”) of the Company;
WHEREAS, on July 19, 2018, a subsidiary of the Company was merged with and into RSP; and
WHEREAS, Section 1109 of the Twelfth Supplemental Indenture, Thirteenth Supplemental Indenture, Fourteenth Supplemental Indenture and Fifteenth Supplemental Indenture, and Section 1117 of the Tenth Supplemental Indenture obligates the Company to cause certain Subsidiaries to become Subsidiary Guarantors by executing a supplemental indenture as provided in such Section; and
WHEREAS, pursuant to Section 1001 of the Supplemental Indentures, the Company, the Subsidiary Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture without the consent of any Holder;
NOW THEREFORE, to comply with the provisions of the Supplemental Indentures and in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantors, the other Subsidiary Guarantors, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:
