8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 1, 2011

THE WILLIAMS COMPANIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-4174	73-0569878
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Williams Center, Tulsa, Oklahoma	74172
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: 918/573-2000

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry Into a Material Definitive Agreement

First Amendments to Credit Facility Agreements

The Williams Companies, Inc.

On November 1, 2011, The Williams Companies, Inc. (“WMB”), as borrower, entered into an amendment (the “WMB First Amendment”) to the Credit Agreement, dated as of June 3, 2011 (the “WMB Credit Agreement”), among WMB, the lenders named therein and Citibank N.A. (“Citi”), as administrative agent.

The WMB First Amendment, among other things, amends the definitions of “consolidated” or “Consolidated,” “Consolidated EBITDA,” “Indebtedness,” and “Subsidiary.” The WMB First Amendment also amends in its entirety the definition of “WPX Separation.”

The foregoing description of the WMB First Amendment does not purport to be complete and is qualified in its entirety by reference to the WMB First Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference. The WMB First Amendment is filed as an exhibit to this Current Report on Form 8-K to provide investors with information regarding its terms. It is not intended to provide any other factual information about WMB or the other parties to the agreement or any of their respective subsidiaries or affiliates.

WPX Energy, Inc.

As previously disclosed, on June 3, 2011, WPX Energy, Inc. (“WPX”), as borrower, entered into a new $1.5 billion five-year senior unsecured revolving credit facility agreement (as amended pursuant to the WPX First Amendment referred to below, the “WPX Credit Agreement”), among WPX, the lenders named therein, and Citi, as administrative agent and swingline lender. On November 1, 2011, WPX, the lenders under the WPX Credit Agreement, and Citi entered into an amendment (the “WPX First Amendment”) to the WPX Credit Agreement. The WPX Credit Agreement, as amended, became effective on November 1, 2011.

The WPX First Amendment, among other things, amends in their entirety the definitions of “WPX Separation” and “Apco Argentina,” and removes certain conditions pertaining to the effectiveness of the WPX Credit Agreement. The WPX First Amendment also provides that if, upon the first issuance after the effective date of the WPX Credit Agreement by WPX of its senior unsecured notes, WPX’s long-term senior unsecured debt rating is equal to or less than Ba2 and BB (or the equivalent in each case) by Moody’s and S&P, respectively, then within 120 days thereafter WPX will grant to Citi a first priority lien on at least 80% of the present value of the Proved Reserves of Oil and Gas Properties (each as defined in the WPX Credit Agreement) of WPX and its Subsidiaries and a lien on the capital stock of any Subsidiary that owns such Oil and Gas Properties. Any liens granted pursuant to this provision would automatically terminate upon WPX achieving investment grade credit ratings, as described in the WPX Credit Agreement, or upon termination of the WPX Credit Agreement.

The foregoing description of the WPX First Amendment does not purport to be complete and is qualified in its entirety by reference to the WPX First Amendment, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference. The WPX First Amendment is filed as an exhibit to this Current Report on Form 8-K to provide investors with information regarding its terms. It is not intended to provide any other factual information about WPX or the other parties to the agreement or any of their respective subsidiaries or affiliates.

Item 1.02. Termination of a Material Definitive Agreement

On November 1, 2011, Williams Production RMT Company (the “Counterparty”), a wholly-owned subsidiary of WMB, terminated the Credit Agreement, dated as of February 23, 2007, among the Counterparty, Williams Production Company, LLC, as guarantor, the banks from time to time parties thereto, Citibank, N.A., as administrative agent, Citigroup Energy Inc., as computation agent, and Calyon New York Branch, as collateral agent and as PV determination agent, subject to the survival of any provisions which by their terms survive termination.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
10.1	First Amendment, dated as of November 1, 2011, by and among The Williams Companies, Inc., the lenders named therein, and Citibank, N.A., as Administrative Agent.
10.2	First Amendment, dated as of November 1, 2011, by and among WPX Energy, Inc., the lenders named therein, and Citibank, N.A., as Administrative Agent and Swingline Lender.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE WILLIAMS COMPANIES, INC.
By:	/s/ Lorna R. Simms
	Lorna R. Simms
	Assistant Secretary

DATED: November 1, 2011

EXHIBIT INDEX

Exhibit No.	Description
10.1	First Amendment, dated as of November 1, 2011, by and among The Williams Companies, Inc., the lenders named therein, and Citibank, N.A., as Administrative Agent.
10.2	First Amendment, dated as of November 1, 2011, by and among WPX Energy, Inc., the lenders named therein, and Citibank, N.A., as Administrative Agent and Swingline Lender.

EX-10.1

Exhibit 10.1 Execution Copy

FIRST AMENDMENT

This First Amendment (this “Amendment”), dated as of November 1, 2011, is by and among The Williams Companies, Inc., a Delaware corporation (“Borrower”), the Lenders party hereto, and Citibank, N.A., as administrative agent for the Lenders (the “Administrative Agent”).

WHEREAS, the Borrower, the Lenders, the Administrative Agent and Issuing Banks are parties to that certain Credit Agreement dated as of June 3, 2011 (the “Credit Agreement”; the capitalized terms of which are used herein unless otherwise defined herein);

WHEREAS, the Borrower has requested and the Required Lenders have agreed to amend the Credit Agreement as provided for herein.

NOW THEREFORE, in consideration of the premises and the mutual covenants, representations and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

AGREEMENT

Section 1. Amendment to Credit Agreement.

(a) The definition of “‘consolidated’ or ‘Consolidated’” set forth in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting “after the WPX Separation, the WPX Entities” and (ii) inserting “after the effectiveness of the WPX Credit Agreement, the WPX Entities” in lieu thereof.

(b) Clause (b) of the definition of “Consolidated EBITDA” set forth in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting “after the WPX Separation, the WPX Entities” and (ii) inserting “after the effectiveness of the WPX Credit Agreement, the WPX Entities” in lieu thereof.

(c) Clause (z) of the definition of “Indebtedness” set forth in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting “after the WPX Separation, Indebtedness of the WPX Entities” and (ii) inserting “after the effectiveness of the WPX Credit Agreement, Indebtedness of the WPX Entities” in lieu thereof.

(d) The proviso in clause (b) of the definition of “Subsidiary” set forth in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting “(2) after the WPX Separation, the WPX Entities” and (ii) inserting “(2) after the effectiveness of the WPX Credit Agreement, the WPX Entities” in lieu thereof.

(e) The definition of “WPX Separation” set forth in Section 1.01 of the Credit Agreement is hereby amended in its entirety to read as follows:

“WPX Separation” means the earliest to occur of (a) the initial public offering of Class A common stock of WPX, (b) the distribution of common stock of WPX through a tax-free spin-off to shareholders of the Borrower and (c) a private sale of WPX’s Equity Interests, and any transaction related thereto (other than under any equity compensation plan); in each case with respect to all or a portion of WPX’s common stock or Equity Interests.

(f) The following defined term is added directly after the definition of “WPX” set forth in Section 1.01 of the Credit Agreement:

“WPX Credit Agreement” means that certain Credit Agreement, dated as of June 3, 2011, by and among WPX Energy, Inc., as Borrower, the Lenders from time to time party thereto and Citibank, N.A., as Administrative Agent, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

Section 2. Condition to Effectiveness. This Amendment shall become effective (the “Amendment Date”) when the Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower and the Required Lenders.

Section 3. Representations and Warranties. The Borrower hereby represents and warrants that, as of the Amendment Date:

(a) This Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b) The execution, delivery and performance by the Borrower of this Amendment and the consummation of the transactions contemplated hereby do not contravene (i) the Borrower’s organizational documents or (ii) any law or any restriction under any material agreement binding on or affecting the Borrower and will not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement.

Section 4. Effect of Loan Document.

(a) The Credit Agreement and the Loan Documents remain in full force and effect, as amended hereby, and nothing herein shall act as a waiver of any of the Administrative Agent’s or Lenders’ rights under the Loan Documents, as amended, however denominated. After the Amendment Date, any reference to the Credit Agreement in any Loan Document shall be a reference to the Credit Agreement, as amended by this Amendment.

(b) This Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations and warranties under this Amendment may be a Default or Event of Default under other Loan Documents as provided therein.

Section 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York and the applicable laws of the United States of America.

Section 6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Transmission by facsimile or electronic transmission (i.e., pdf) of an executed counterpart of this Amendment shall be deemed to constitute due and sufficient delivery of such counterpart.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the Amendment Date.

THE WILLIAMS COMPANIES, INC.
By:	/s/ Rodney J. Sailor
Name:	Rodney J. Sailor
Title:	Vice President & Treasurer

Signature Page to First Amendment – The Williams Companies, Inc.

CITIBANK, N.A.,
Individually and as Administrative Agent and as an Issuing Bank
By:	/s/ John F. Miller
Name:	John F. Miller
Title:	Attorney-In-Fact

Signature Page to First Amendment – The Williams Companies, Inc.

BARCLAYS BANK PLC,
Individually and as an Issuing Bank
By:	/s/ May Huang
Name:	May Huang
Title:	Assistant Vice President

Signature Page to First Amendment – The Williams Companies, Inc.

JPMORGAN CHASE BANK, N.A.,
Individually and as an Issuing Bank
By:	/s/ Muhammad Hasan
Name:	Muhammad Hasan
Title:	Vice President

Signature Page to First Amendment – The Williams Companies, Inc.

BANK OF AMERICA, N.A.,
Individually and as an Issuing Bank
By:	/s/ Benjamin E. Sauter
Name:	Benjamin E. Sauter
Title:	Vice President

Signature Page to First Amendment – The Williams Companies, Inc.

THE ROYAL BANK OF SCOTLAND PLC
By:	/s/ Steve Ray
Name:	Steve Ray
Title:	Director

Signature Page to First Amendment – The Williams Companies, Inc.

THE BANK OF NOVA SCOTIA
By:	/s/ John Frazell
Name:	John Frazell
Title:	Director

Signature Page to First Amendment – The Williams Companies, Inc.

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK., individually and as an Issuing Bank
By:	/s/ Darrell Stanley
Name:	Darrell Stanley
Title:	Managing Director
By:	/s/ Sharada Manne
Name:	Sharada Manne
Title:	Director

Signature Page to First Amendment – The Williams Companies, Inc.

WELLS FARGO BANK, N.A.
By:	/s/ Paul V. Farrell
Name:	Paul V. Farrell
Title:	Director

Signature Page to First Amendment – The Williams Companies, Inc.

UBS LOAN FINANCE LLC
By:	/s/ Mary E. Evans
Name:	Mary E. Evans
Title:	Associate Director Banking Products Services, US
By:	/s/ Irja R. Otsa
Name:	Irja R. Otsa
Title:	Associate Director Banking Products Services, US

Signature Page to First Amendment – The Williams Companies, Inc.

ROYAL BANK OF CANADA
By:	/s/ Jason S. York
Name:	Jason S. York
Title:	Authorized Signatory

Signature Page to First Amendment – The Williams Companies, Inc.

MORGAN STANLEY BANK, N.A.
By:	/s/ John Durland
Name:	John Durland
Title:	Authorized Signatory

Signature Page to First Amendment – The Williams Companies, Inc.

GOLDMAN SACHS BANK USA

By:

Name:

Title:

Signature Page to First Amendment – The Williams Companies, Inc.

DEUTSCHE BANK AG NEW YORK BANK
By:	/s/ Ming K. Chu
Name:	Ming K. Chu
Title:	Vice President
By:	/s/ Virginia Cosenza
Name:	Virginia Cosenza
Title:	Vice President

Signature Page to First Amendment – The Williams Companies, Inc.

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
By:	/s/ Nupar Kumar
Name:	Nupar Kumar
Title:	Vice President
By:	/s/ Michael Spaight
Name:	Michael Spaight
Title:	Associate

Signature Page to First Amendment – The Williams Companies, Inc.

BNP PARIBAS
By:	/s/ Andrew Ostrov
Name:	Andrew Ostrov
Title:	Director
By:	/s/ Larry Robinson
Name:	Larry Robinson
Title:	Director

Signature Page to First Amendment – The Williams Companies, Inc.

U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Bruce E. Hernandez
Name:	Bruce E. Hernandez
Title:	Vice President

Signature Page to First Amendment – The Williams Companies, Inc.

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

By:

Name:

Title:

Signature Page to First Amendment – The Williams Companies, Inc.

TORONTO DOMINION (NEW YORK) LLC
By:	/s/ Debbi L. Brito
Name:	Debbi L. Brito
Title:	Authorized Signatory

Signature Page to First Amendment – The Williams Companies, Inc.

SUMITOMO MITSUI BANKING CORPORATION

By:

Name:

Title:

Signature Page to First Amendment – The Williams Companies, Inc.

MIZUHO CORPORATE BANK, LTD.
By:	/s/ Leon Mo
Name:	Leon Mo
Title:	Authorized Signatory

Signature Page to First Amendment – The Williams Companies, Inc.

DNB NOR BANK ASA

By:

Name:

Title:

By:

Name:

Title:

Signature Page to First Amendment – The Williams Companies, Inc.

COMPASS BANK
By:	/s/ Ian Payne
Name:	Ian Payne
Title:	Vice President

Signature Page to First Amendment – The Williams Companies, Inc.

BOKF, NA DBA BANK OF OKLAHOMA
By:	/s/ Jessica Johnson
Name:	Jessica Johnson
Title:	Assistant Vice President

Signature Page to First Amendment – The Williams Companies, Inc.

EX-10.2

Exhibit 10.2 Execution Copy

FIRST AMENDMENT

This First Amendment (this “Amendment”), dated as of November 1, 2011, is by and among WPX Energy, Inc., a Delaware corporation (“Borrower”), the Lenders party hereto, and Citibank, N.A., as administrative agent for the Lenders (the “Administrative Agent”) and as Swingline Lender.

WHEREAS, the Borrower, the Lenders, the Administrative Agent, Swingline Lender and Issuing Banks are parties to that certain Credit Agreement dated as of June 3, 2011 (the “Credit Agreement”; the capitalized terms of which are used herein unless otherwise defined herein);

WHEREAS, the Borrower has requested and the Required Lenders have agreed to amend the Credit Agreement as provided for herein.

NOW THEREFORE, in consideration of the premises and the mutual covenants, representations and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

AGREEMENT

Section 1. Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows:

(a) The definition of “Apco Argentina” set forth in Section 1.01 of the Credit Agreement is hereby amended in its entirety to read as follows:

“Apco Argentina” means Apco Oil and Gas International Inc., a Cayman Islands company, and its subsidiaries.

(b) The definition of “WPX Separation” set forth in Section 1.01 of the Credit Agreement is hereby amended in its entirety to read as follows:

“WPX Separation” means the earliest to occur of (a) the initial public offering of Class A common stock of the Borrower, (b) the distribution of common stock of the Borrower through a tax-free spin-off to shareholders of Williams and (c) so long as no Change of Control occurs as a result thereof, a private sale of the Borrower’s Equity Interests, and any transaction related thereto (other than under any equity compensation plan); in each case with respect to all or a portion of the Borrower’s common stock or Equity Interests.

(c) Section 4.01(f) of the Credit Agreement is hereby amended in its entirety to read “[reserved]”.

(d) The first Section 4.01(g) of the Credit Agreement is hereby deleted in its entirety.

(e) A new Section 5.10 of the Credit Agreement is hereby added as follows:

Section 5.10 Potential Collateral. If, upon the first issuance after the Effective Date by the Borrower of senior unsecured notes, the long-term senior unsecured debt rating of the Borrower is equal to or less than Ba2 (or the equivalent) by Moody’s and BB (or the equivalent) by S&P, then within 120 days thereafter (or such later date that the Administrative Agent may agree acting in its sole discretion) the Borrower shall grant to

the Administrative Agent a legal, valid and enforceable first priority Lien (subject to Permitted Liens) in at least 80% of the PV of the Proved Reserves of Oil and Gas Properties of the Borrower and its Subsidiaries (including the Capital Stock of any Subsidiary that owns such Oil and Gas Properties) pursuant to security documentation in form and substance reasonably agreed to between the Borrower and the Administrative Agent, together with the completion of all other actions, recordings and filings of or with respect thereto that the Administrative Agent may deem necessary in order to perfect the Liens created thereby and such other additional closing documents, certificates and legal opinions as may reasonably be requested by the Administrative Agent. The Indebtedness under the Loan Documents secured by any Lien granted pursuant to this Section 5.10 shall not be factored in any calculation or determination of secured indebtedness set forth in clauses (ff) and (gg) of Permitted Liens. All Liens granted pursuant to this Section 5.10 shall automatically terminate and the collateral subject to such Lien shall be automatically released upon the occurrence of the Investment Grade Date or upon termination of this Agreement. Additionally, in connection with the sale or other disposition of any Oil and Gas Properties subject to a Lien or of the Capital Stock of any Subsidiary that owns any Oil and Gas Properties subject to a Lien, any such Lien shall automatically terminate and the collateral subject to such Lien shall be automatically released upon the occurrence of such sale or other disposition.

Section 2. Condition to Effectiveness. This Amendment shall become effective (the “Amendment Date”) when the Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower and the Required Lenders.

Section 3. Representations and Warranties. The Borrower hereby represents and warrants that, as of the Effective Date:

(a) This Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b) The execution, delivery and performance by the Borrower of this Amendment and the consummation of the transactions contemplated hereby do not contravene (i) the Borrower’s organizational documents or (ii) any law or any restriction under any material agreement binding on or affecting the Borrower and will not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement.

Section 4. Effect of Loan Document.

(a) The Credit Agreement and the Loan Documents remain in full force and effect, as amended hereby, and nothing herein shall act as a waiver of any of the Administrative Agent’s or Lenders’ rights under the Loan Documents, as amended, however denominated. After the Amendment Date, any reference to the Credit Agreement in any Loan Document shall be a reference to the Credit Agreement, as amended by this Amendment.

(b) This Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations and warranties under this Amendment may be a Default or Event of Default under other Loan Documents as provided therein.

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Section 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York and the applicable laws of the United States of America.

Section 6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Transmission by facsimile or electronic transmission (i.e., pdf) of an executed counterpart of this Amendment shall be deemed to constitute due and sufficient delivery of such counterpart.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the Amendment Date.

WPX ENERGY, INC.
By:	/s/ Rodney J. Sailor
Name:	Rodney J. Sailor
Title:	Treasurer & Deputy Chief Financial Officer

Signature Page to First Amendment – WPX Energy, Inc.

CITIBANK, N.A., Individually and as Administrative Agent and as an Issuing Bank
By:	/s/ John F. Miller
Name:	John F. Miller
Title:	Attorney-In-Fact

Signature Page to First Amendment – WPX Energy, Inc.

BANK OF AMERICA, N.A.,
Individually and as an Issuing Bank
By:	/s/ Benjamin E. Sauter
Name:	Benjamin E. Sauter
Title:	Vice President

Signature Page to First Amendment – WPX Energy, Inc.

BARCLAYS BANK PLC,
Individually and as an Issuing Bank
By:	/s/ May Huang
Name:	May Huang
Title:	Assistant Vice President

Signature Page to First Amendment – WPX Energy, Inc.

JPMORGAN CHASE BANK, N.A.,
Individually and as an Issuing Bank
By:	/s/ Muhammad Hasan
Name:	Muhammad Hasan
Title:	Vice President

Signature Page to First Amendment – WPX Energy, Inc.

BNP PARIBAS,
Individually and as an Issuing Bank
By:	/s/ Andrew Ostrov
Name:	Andrew Ostrov
Title:	Director
By:	/s/ Larry Robinson
Name:	Larry Robinson
Title:	Director

Signature Page to First Amendment – WPX Energy, Inc.

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
By:	/s/ Darrell Stanley
Name:	Darrell Stanley
Title:	Managing Director
By:	/s/ Sharada Manne
Name:	Sharada Manne
Title:	Director

Signature Page to First Amendment – WPX Energy, Inc.

THE BANK OF NOVA SCOTIA
By:	/s/ John Frazell
Name:	John Frazell
Title:	Director

Signature Page to First Amendment – WPX Energy, Inc.

THE ROYAL BANK OF SCOTLAND PLC
By:	/s/ Steve Ray
Name:	Steve Ray
Title:	Director

Signature Page to First Amendment – WPX Energy, Inc.

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
By:	/s/ Nupar Kumar
Name:	Nupar Kumar
Title:	Vice President
By:	/s/ Michael Spaight
Name:	Michael Spaight
Title:	Associate

Signature Page to First Amendment – WPX Energy, Inc.

DEUTSCHE BANK AG NEW YORK BRANCH
By:	/s/ Philippe Sandmeier
Name:	Philippe Sandmeier
Title:	Managing Director
By:	/s/ John S. McGill
Name:	John S. McGill
Title:	Director

Signature Page to First Amendment – WPX Energy, Inc.

DNB NOR BANK ASA
By:	/s/ Nikolai A. Nachamkin
Name:	Nikolai A. Nachamkin
Title:	Senior Vice President
By:	/s/ Evan Uhliċk
Name:	Evan Uhliċk
Title:	Vice President

Signature Page to First Amendment – WPX Energy, Inc.

GOLDMAN SACHS BANK USA
By:	/s/ Lauren Day
Name:	Lauren Day
Title:	Authorized Signatory

Signature Page to First Amendment – WPX Energy, Inc.

MIZUHO CORPORATE BANK, LTD.
By:	/s/ Leon Mo
Name:	Leon Mo
Title:	Authorized Signatory

Signature Page to First Amendment – WPX Energy, Inc.

MORGAN STANLEY BANK, N.A.
By:	/s/ Frank Jolley
Name:	Frank Jolley
Title:	Authorized Signatory

Signature Page to First Amendment – WPX Energy, Inc.

ROYAL BANK OF CANADA
By:	/s/ Jason S. York
Name:	Jason S. York
Title:	Authorized Signatory

Signature Page to First Amendment – WPX Energy, Inc.

UBS LOAN FINANCE LLC
By:	/s/ Mary E. Evans
Name:	Mary E. Evans
Title:	Associate Director Banking Products Services, US
By:	/s/ Irja R. Otsa
Name:	Irja R. Otsa
Title:	Associate Director Banking Products Services, US

Signature Page to First Amendment – WPX Energy, Inc.

WELLS FARGO BANK, N.A.
By:	/s/ Paul V. Farrell
Name:	Paul V. Farrell
Title:	Director

Signature Page to First Amendment – WPX Energy, Inc.

COMPASS BANK
By:	/s/ Ian Payne
Name:	Ian Payne
Title:	Vice President

Signature Page to First Amendment – WPX Energy, Inc.

SUMITOMO MITSUI BANKING CORPORATION

By:

Name:

Title:

Signature Page to First Amendment – WPX Energy, Inc.

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

By:

Name:

Title:

Signature Page to First Amendment – WPX Energy, Inc.

U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Bruce E. Hernandez
Name:	Bruce E. Hernandez
Title:	Vice President

Signature Page to First Amendment – WPX Energy, Inc.

BOKF, NA DBA BANK OF OKLAHOMA
By:	/s/ Julie Elliott
Name:	Julie Elliott
Title:	Vice President

Signature Page to First Amendment – WPX Energy, Inc.