Exhibit 4.4
ELEVENTH SUPPLEMENTAL INDENTURE
THIS ELEVENTH SUPPLEMENTAL INDENTURE (this“SupplementalIndenture”), dated as of January 25, 2017, is by and among (i) Concho Resources Inc., a Delaware corporation (the“Company”), (ii) Mongoose Minerals LLC (the“NewSubsidiary Guarantor”), a Delaware limited liability company and a subsidiary of the Company, (iii) the existing Subsidiary Guarantors (as defined in the Indenture referred to herein) and (iv) Wells Fargo Bank, National Association, as trustee under the Indenture referred to herein (the“Trustee”). The New Subsidiary Guarantor 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, and a Tenth Supplemental Indenture (herein so called) dated as of December 28, 2016 relating to the 4.375% Senior Notes due 2025 (the“Securities”) of the Company;
WHEREAS, Section 1117 of the Tenth Supplemental Indenture obligates the Company to cause certain Restricted Subsidiaries to become Subsidiary Guarantors by executing a supplemental indenture as provided in such Section; and
WHEREAS, pursuant to Section 1001 of the Tenth Supplemental Indenture, 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 Tenth Supplemental Indenture and in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantor, 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:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Tenth Supplemental Indenture.
2. AGREEMENTTO GUARANTEE. The New Subsidiary Guarantor hereby agrees, jointly and severally, with all other Subsidiary Guarantors, to fully and unconditionally Guarantee to each Holder and to the Trustee the Obligations, to the extent set forth in Article Sixteen of the Tenth Supplemental Indenture and subject to the provisions thereof. The obligations of the Subsidiary Guarantors to the Holders of Securities and to the Trustee pursuant to the Subsidiary Guarantees and the Indenture are expressly set forth in Article Sixteen of the Tenth Supplemental Indenture and reference is hereby made to such Article for the precise terms of the Subsidiary Guarantees.
3. NEW YORK LAW TO GOVERN. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE AND ENFORCE THIS SUPPLEMENTAL INDENTURE.
4. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument.
5. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
6. THE TRUSTEE. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.
[Remainder of Page Intentionally Left Blank. Signature Page Follows.]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
| MONGOOSE MINERALS LLC | ||
| By: | /s/ Jack F. Harper | |
| Name: | Jack F. Harper | |
| Title: | Executive Vice President and Chief Financial Officer | |
| COG HOLDINGS LLC | ||
| COG OPERATING LLC | ||
| COG PRODUCTION LLC | ||
| COG REALTY LLC | ||
| CONCHO OIL & GAS LLC | ||
| DELAWARE RIVER SWD LLC | ||
| QUAIL RANCH LLC | ||
| COG ACREAGE LP | ||
| By: | COG Production LLC, its General Partner |
| By: | /s/ Jack F. Harper | |
| Name: | Jack F. Harper | |
| Title: | Executive Vice President and Chief Financial Officer | |
| CONCHO RESOURCES INC. | ||
| By: | /s/ Jack F. Harper | |
| Name: | Jack F. Harper | |
| Title: | Executive Vice President and Chief Financial Officer | |
| WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee | ||
| By: | /s/ John Stohlmann | |
| Authorized Signatory | ||
SIGNATURE PAGETO ELEVENTH SUPPLEMENTAL INDENTURE