sv1za
As filed with the Securities and Exchange Commission on
July 31, 2007
Registration
No. 333-142315
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Amendment No. 5
to
Form S-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
Concho Resources Inc.
(Exact name of registrant as
specified in charter)
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Delaware
(State or other
jurisdiction of
incorporation or organization)
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1311
(Primary Standard
Industrial
Classification Code Number)
550 West Texas
Avenue, Suite 1300
Midland, Texas 79701
(432) 683-7443
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76-0818600
(I.R.S. Employer
Identification Number)
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(Address, including zip code,
and telephone number, including area code,
of registrants principal
executive offices)
David W. Copeland
Vice President and General
Counsel
550 West Texas Avenue,
Suite 1300
Midland, Texas 79701
(432) 683-7443
(Name, address, including zip
code, and telephone number, including area code,
of agent for service)
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With a copy to:
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T. Mark Kelly
Douglas E. McWilliams
Vinson & Elkins L.L.P.
1001 Fannin, Suite 2500
Houston, Texas
77002-6760
(713) 758-2222
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William S. Anderson
Bracewell & Giuliani LLP
711 Louisiana Street, Suite 2300
Houston, Texas 77002-2770
(713) 221-1122
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Gerald S. Tanenbaum
Cahill Gordon &
Reindel LLP
80 Pine Street
New York, New York 10005
(212) 701-3224
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Approximate date of commencement of proposed sale to the
public: As soon as practicable on or after the
effective date of this Registration Statement.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, check the
following box. o
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
EXPLANATORY NOTE
This
Amendment No. 5 to the Registration Statement on Form S-1 (File No. 333-142315) of Concho Resources Inc. is
being filed solely to amend Item 16(a) of Part II thereof and to transmit certain exhibits thereto. This
Amendment No. 5 does not modify the preliminary prospectus
constituting Part I or Items 13, 14, 15, 16(b) or 17
of Part II of the Registration Statement. Accordingly, the
preliminary prospectus has not been included in this
Amendment No. 5.
Part II
Information not required in prospectus
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Item 13.
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Other expenses
of issuance and distribution
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The following table sets forth the costs and expenses to be paid
by us in connection with the sale of the shares of common stock
being registered hereby. All amounts are estimates except for
the SEC registration fee, the NASD filing fee and the NYSE
listing fee.
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Securities and Exchange Commission
registration fee
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$
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16,425
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NASD filing fee
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54,000
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NYSE listing fee
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250,000
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Accounting fees and expenses
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2,400,000
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Legal fees and expenses
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1,000,000
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Printing and engraving expenses
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700,000
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Transfer agent and registrar fees
and expenses
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42,000
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Other expenses
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600,000
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Underwriters expense reimbursement
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(795,000
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Total
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$
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4,267,425
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Item 14.
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Indemnification
of directors and officers
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Section 145 of the Delaware General Corporation Law
(DGCL) provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. Section 145
further provides that a corporation similarly may indemnify any
such person serving in any such capacity who was or is a party
or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys fees)
actually and reasonably incurred in connection with the defense
or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Delaware Court of Chancery or such other
II-1
court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but
in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses
which the Delaware Court of Chancery or such other court shall
deem proper. Our certificate of incorporation and bylaws provide
that indemnification shall be to the fullest extent permitted by
the DGCL for all our current or former directors or officers. As
permitted by the DGCL, our certificate of incorporation provides
that we will indemnify our directors against liability to us or
our stockholders for monetary damages for breach of fiduciary
duty as a director, except (1) for any breach of the
directors duty of loyalty to us or our stockholders,
(2) for acts or omissions not in good faith or which
involve intentional misconduct or knowing violation of law,
(3) under Section 174 of the DGCL or (4) for any
transaction from which a director derived an improper personal
benefit.
We have also entered into indemnification agreements with all of
our directors and all of our named executive officers and
employment agreements with all of our named executive officers.
These indemnification agreements and employment agreements are
intended to permit indemnification to the fullest extent now or
hereafter permitted by the DGCL. It is possible that the
applicable law could change the degree to which indemnification
is expressly permitted.
The indemnification agreements and the employment agreements
cover expenses (including attorneys fees), judgments,
fines and amounts paid in settlement incurred as a result of the
fact that such person, in his or her capacity as a director or
officer, is made or threatened to be made a party to any suit or
proceeding. The indemnification agreements and the employment
agreements generally cover claims relating to the fact that the
indemnified party is or was an officer, director, employee or
agent of us or any of our affiliates, or is or was serving at
our request in such a position for another entity. The
indemnification agreements and the employment agreements also
obligate us to promptly advance all reasonable expenses incurred
in connection with any claim. The indemnitee is, in turn,
obligated to reimburse us for all amounts so advanced if it is
later determined that the indemnitee is not entitled to
indemnification. The indemnification provided under the
indemnification agreements and the employment agreements is not
exclusive of any other indemnity rights; however, double payment
to the indemnitee is prohibited.
We are not obligated to indemnify the indemnitee with respect to
claims brought by the indemnitee against:
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claims regarding the indemnitees rights under the
indemnification agreement;
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claims to enforce a right to indemnification under any statute
or law; and
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counter-claims against us in a proceeding brought by us against
the indemnitee; or
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any other person, except for claims approved by our board of
directors.
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We have obtained director and officer liability insurance for
the benefit of each of the above indemnitees. These policies
include coverage for losses for wrongful acts and omissions and
to ensure our performance under the indemnification agreements.
Each of the indemnitees are named as an insured under such
policies and provided with the same rights and benefits as are
accorded to the most favorably insured of our directors and
officers.
II-2
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Item 15.
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Recent sales
of unregistered securities
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Since the formation of our company on February 22, 2006, we
have issued unregistered securities to a limited number of
persons, as described below. None of these transactions involved
any underwriters or public offerings, and we believe that each
of these transactions was exempt from registration requirements
pursuant to Section 4(2) of the Securities Act of 1933,
Regulation D promulgated thereunder or Rule 701 of the
Securities Act. The recipients of these securities represented
their intention to acquire the securities for investment only
and not with a view to or for sale in connection with any
distribution thereof, and appropriate legends were affixed to
the share certificates and instruments issued in these
transactions. No remuneration or commission was paid or given
directly or indirectly.
On February 24, 2006, we issued one share to our President
and Chief Operating Officer, in connection with the formation of
our company. This share of common stock was offered and sold
pursuant to the exemption from registration afforded by
Section 4(2) of the Securities Act of 1933.
On February 27, 2006, we issued 58,451,006 shares of
our common stock in connection with the combination transaction.
All of the shares of our common stock issued in connection with
the combination transaction were offered and sold pursuant to
the exemption from registration afforded by Section 4(2) of
the Securities Act of 1933 and Regulation D promulgated
thereunder. Pursuant to the combination transaction, certain
stockholders of Concho Equity Holdings Corp. exchanged their
equity interests in that company for shares of our common stock.
In addition, each of Chase Oil Corporation, Caza Energy LLC and
certain owners of oil and gas working interest affiliated with
Chase Oil Corporation contributed their interests in certain oil
and gas properties to our company in exchange for cash and our
common stock. All participants in the combination transaction
represented to us that they were accredited investors.
On May 18, 2006, we issued an additional
111,323 shares of our common stock in connection with the
combination transaction. Pursuant to the combination
transaction, certain owners of working interests affiliated with
Chase Oil Corporation in certain oil and gas properties
contributed their interests in certain oil and gas properties to
our company in exchange for cash
and/or
shares of our common stock. Pursuant to the terms of the
combination transaction, we were obligated to offer to purchase
the working interests of such persons as soon as possible after
the combination transaction. All of the persons offered and sold
these shares of common stock represented to us that they were
accredited investors.
On June 1, 2006, we issued 40,000 shares of our common
stock to members of our board of directors under a written
compensatory benefit plan. These shares of common stock were
offered and sold pursuant to the exemption from registration
afforded by Rule 701 under the Securities Act of 1933.
On June 28, 2006 through November 15, 2006, we issued,
in the aggregate, 173,584 shares of our common stock that
are subject to certain forfeiture restrictions to certain of our
employees under a written compensatory benefit plan. These
shares of common stock were offered and sold pursuant to the
exemption from registration afforded by Rule 701 under the
Securities Act of 1933.
On April 16, 2007, we merged our subsidiary, Concho
Acquisition, Inc., with and into its subsidiary, Concho Equity
Holdings Corp., to cause the conversion of the remaining shares
of common stock and preferred stock of Concho Equity Holdings
Corp. not held by Concho
II-3
Acquisition into shares of our common stock. The conversion
pursuant to the merger was on the same terms as the exchange of
the shares of common stock and preferred stock of Concho Equity
Holdings Corp. for shares of common stock of Concho Resources in
the combination transaction. As a result of the merger, we
issued 318,285 shares of our common stock to certain of our
employees who were stockholders of Concho Equity Holdings Corp.
prior to the merger.
On April 19, 2007, we issued, in the aggregate,
54,230 shares of our common stock to five persons in
connection with our acquisition of their working interests in
certain oil and gas properties. The working interests
represented interests in certain of the oil and gas properties
we acquired from Chase Oil Corporation and Caza Energy LLC in
connection with the combination transaction.
On April 23, 2007, we issued 20,000 shares of our
common stock to members of our board of directors under a
written compensatory benefit plan. These shares of common stock
were offered and sold pursuant to the exemption from
registration afforded by Rule 701 under the Securities Act
of 1933.
II-4
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Item 16.
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Exhibits and
financial statement schedules
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(a) The following exhibits are filed herewith:
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Number
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Exhibit
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1
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.1*
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Form of Underwriting Agreement
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2
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.1*
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Combination Agreement dated
February 24, 2006, among Concho Resources Inc., Concho
Equity Holdings Corp., Chase Oil Corporation, Caza Energy LLC
and the other signatories thereto
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3
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.1*
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Form of Second Amended and
Restated Certificate of Incorporation of Concho Resources Inc.
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3
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.2*
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Form of Amended and Restated
Bylaws of Concho Resources Inc.
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4
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.1*
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Specimen Common Stock Certificate
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5
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.1***
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Opinion of Vinson &
Elkins L.L.P.
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10
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.1*
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Credit Agreement dated
February 24, 2006, among Concho Resources Inc., JPMorgan
Chase Bank, N.A., as administrative agent, Bank of America,
N.A., as syndication agent, Wachovia Bank, National Association,
and BNP Paribas, as documentation agents, and the other lenders
party thereto
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10
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.2*
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Second Lien Credit Agreement dated
March 27, 2007, among Concho Resources Inc., Bank of
America, N.A., as administrative agent, and Banc of America LLC,
as sole lead arranger and sole booking manager
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10
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.3*
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Transition Services Agreement
dated April 23, 2007, between COG Operating LLC and Mack
Energy Corporation
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10
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.4*
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Form of Drilling Agreement with
Silver Oak Drilling, LLC
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10
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.5*
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Salt Water Disposal System
Ownership and Operating Agreement dated February 24, 2006,
among COG Operating LLC, Chase Oil Corporation, Caza Energy LLC
and Mack Energy Corporation
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10
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.6*
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Software License Agreement dated
March 2, 2006, between Enertia Software Systems and Concho
Resources Inc.
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10
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.7*
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Leasehold Acquisition Agreement
dated April 1, 2005, by and between Trey Resources, Inc.
and COG Oil and Gas LP
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10
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.8*
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Transfer of Operating Rights
(Sublease) in a Lease for Oil and Gas for Valhalla properties
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10
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.9*
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Assignment of Oil and Gas Leases
from Caza Energy LLC
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10
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.10*
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Escrow Agreement dated
February 27, 2006, among Concho Resources Inc., Timothy A.
Leach, Steven L. Beal, David W. Copeland, Curt F. Kamradt and E.
Joseph Wright and the other signatories thereto
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10
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.11*
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Business Opportunities Agreement
dated February 27, 2006, among Concho Resources Inc. and
the other signatories thereto
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10
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.12*
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Registration Rights Agreement
dated February 27, 2006, among Concho Resources Inc. and
the other signatories thereto
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10
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.13*
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Concho Resources Inc. 2006 Stock
Incentive Plan
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10
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.14
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[Reserved]
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10
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.15*
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Form of Nonstatutory Stock Option
Agreement
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10
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.16*
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Form of Restricted Stock Agreement
(for employees)
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10
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.17*
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Form of Restricted Stock Agreement
(for non-employee directors)
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II-5
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Number
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Exhibit
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10
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.18*
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Employment Agreement dated
July 14, 2006, between Concho Resources Inc. and Timothy A.
Leach
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10
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.19*
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Employment Agreement dated
July 14, 2006, between Concho Resources Inc. and
Steven L. Beal
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10
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.20*
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Employment Agreement dated
July 14, 2006, between Concho Resources Inc. and
David W. Copeland
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10
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.21*
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Employment Agreement dated
July 14, 2006, between Concho Resources Inc. and
Curt F. Kamradt
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10
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.22*
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Employment Agreement dated
July 14, 2006, between Concho Resources Inc. and
David M. Thomas III
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10
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.23*
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Employment Agreement dated
July 14, 2006, between Concho Resources Inc. and
E. Joseph Wright
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10
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.24*
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Form of Indemnification Agreement
between Concho Resources Inc. and each of the officers and
directors thereof
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10
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.25*#
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Gas Purchase Contract between COG
Oil & Gas LP and Duke Energy Field Services, LP dated
November 1, 2006
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10
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.26*
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Letter agreement between COG
Operating LLC and Navajo Refining Company, L.P. dated
January 15, 2007
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10
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.27*
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First Amendment to Credit
Agreement, dated as of July 6, 2006, among Concho Resources
Inc., certain of its subsidiaries, JPMorgan Chase Bank, N.A. and
the other leaders party thereto.
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10
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.28*
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Second Amendment to Credit
agreement, dated as of March 7, 2007, among Concho
Resources Inc., certain of its subsidiaries, JPMorgan Chase
Bank, N.A. and the other leaders party thereto.
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10
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.29*
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Form of option letter agreement
among Concho Resources Inc., Concho Equity Holdings Corp. and
each of Messrs. Leach and Beal
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10
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.30*
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Form of option letter agreement
among Concho Resources Inc., Concho Equity Holdings Corp. and
each of Messrs. Copeland, Kamradt, Thomas and Wright
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21
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.1*
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Subsidiaries of Concho Resources
Inc.
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23
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.1*
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Consent of Grant Thornton
LLP Tulsa
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23
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.2*
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Consent of Grant Thornton
LLP Kansas City
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23
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.3*
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Consent of Grant Thornton
LLP Dallas
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23
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.4*
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Consent of Netherland,
Sewell & Associates, Inc.
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23
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.5*
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Consent of Cawley,
Gillespie & Associates, Inc.
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23
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.6***
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Consent of Vinson &
Elkins L.L.P. (included as part of Exhibit 5.1)
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24
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.1*
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Power of Attorney
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99
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.1*
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Consent of Nominee for Director
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*
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Previously filed.
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**
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To be filed by amendment.
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***
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Filed herewith.
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The Combination Agreement filed as
Exhibit 2.1 omits certain of the schedules and exhibits to
the Combination Agreement in accordance with Item 601
(b)(2) of Regulation S-K. A list briefly identifying the
contents of all omitted schedules and exhibits is included with
the Combination Agreement filed as Exhibit 2.1. Concho
Resources agrees to furnish supplementally a copy of any omitted
schedule or exhibit to the Securities and Exchange Commission
upon request.
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#
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Application has been made to the
Securities and Exchange Commission for confidential treatment of
certain provisions of this exhibit. Omitted material for which
confidential treatment has been requested has been filed
separately with the Securities and Exchange Commission.
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II-6
The undersigned registrant hereby undertakes:
(a) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described in Item 14, or otherwise, the
registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
(b) To provide to the underwriters at the closing specified
in the underwriting agreement, certificates in such
denominations and registered in such names as required by the
underwriters to permit prompt delivery to each purchaser.
(c) For purpose of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in the form of
prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities
Act of 1933 shall be deemed to be part of this registration
statement as of the time it was declared effective.
(d) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-7
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement on
Form S-1
to be signed on its behalf by the undersigned, thereunto duly
authorized, in Midland, Texas, on this 31st day of July, 2007.
CONCHO RESOURCES INC.
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By:
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/s/ David
W. Copeland
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Name: David W. Copeland
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Title:
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Vice President and General Counsel
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on
Form S-1
has been signed by the following persons in the capacities and
on the dates indicated.
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Signature
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Title
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Date
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*
Timothy
A. Leach
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Chairman, Chief Executive Officer
and Director
(principal executive officer)
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July 31, 2007
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*
Steven
L. Beal
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President, Chief Operating Officer
and Director
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July 31, 2007
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/s/ Curt
F. Kamradt
Curt
F. Kamradt
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Vice President, Chief Financial
Officer and Treasurer
(principal financial and accounting officer)
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July 31, 2007
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*
Tucker
S. Bridwell
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Director
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July 31, 2007
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*
W.
Howard Keenan, Jr.
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Director
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July 31, 2007
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*
A.
Wellford Tabor
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Director
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July 31, 2007
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* By:
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/s/ David
W. Copeland
Attorney
in Fact
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II-8
Exhibit index
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Number
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Exhibit
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1
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.1*
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Form of Underwriting Agreement
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2
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.1*
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Combination Agreement dated
February 24, 2006, among Concho Resources Inc., Concho
Equity Holdings Corp., Chase Oil Corporation, Caza Energy LLC
and the other signatories thereto
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3
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.1*
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Form of Second Amended and
Restated Certificate of Incorporation of Concho Resources Inc.
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3
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.2*
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Form of Amended and Restated
Bylaws of Concho Resources Inc.
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4
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.1*
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Specimen Common Stock Certificate
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5
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.1***
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Opinion of Vinson &
Elkins L.L.P.
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10
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.1*
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Credit Agreement dated
February 24, 2006, among Concho Resources Inc., JPMorgan
Chase Bank, N.A., as administrative agent, Bank of America,
N.A., as syndication agent, Wachovia Bank, National Association,
and BNP Paribas, as documentation agents, and the other lenders
party thereto
|
|
10
|
.2*
|
|
Second Lien Credit Agreement dated
March 27, 2007, among Concho Resources Inc., Bank of
America, N.A., as administrative agent, and Banc of America LLC,
as sole lead arranger and sole booking manager
|
|
10
|
.3*
|
|
Transition Services Agreement
dated April 23, 2007, between COG Operating LLC and Mack
Energy Corporation
|
|
10
|
.4*
|
|
Form of Drilling Agreement with
Silver Oak Drilling, LLC
|
|
10
|
.5*
|
|
Salt Water Disposal System
Ownership and Operating Agreement dated February 24, 2006,
among COG Operating LLC, Chase Oil Corporation, Caza Energy LLC
and Mack Energy Corporation
|
|
10
|
.6*
|
|
Software License Agreement dated
March 2, 2006, between Enertia Software Systems and Concho
Resources Inc.
|
|
10
|
.7*
|
|
Leasehold Acquisition Agreement
dated April 1, 2005, by and between Trey Resources, Inc.
and COG Oil and Gas LP
|
|
10
|
.8*
|
|
Transfer of Operating Rights
(Sublease) in a Lease for Oil and Gas for Valhalla properties
|
|
10
|
.9*
|
|
Assignment of Oil and Gas Leases
from Caza Energy LLC
|
|
10
|
.10*
|
|
Escrow Agreement dated
February 27, 2006, among Concho Resources Inc., Timothy A.
Leach, Steven L. Beal, David W. Copeland, Curt F. Kamradt and E.
Joseph Wright and the other signatories thereto
|
|
10
|
.11*
|
|
Business Opportunities Agreement
dated February 27, 2006, among Concho Resources Inc. and
the other signatories thereto
|
|
10
|
.12*
|
|
Registration Rights Agreement
dated February 27, 2006, among Concho Resources Inc. and
the other signatories thereto
|
|
10
|
.13*
|
|
Concho Resources Inc. 2006 Stock
Incentive Plan
|
|
10
|
.14
|
|
[Reserved]
|
|
10
|
.15*
|
|
Form of Nonstatutory Stock Option
Agreement
|
|
10
|
.16*
|
|
Form of Restricted Stock Agreement
(for employees)
|
|
10
|
.17*
|
|
Form of Restricted Stock Agreement
(for non-employee directors)
|
|
10
|
.18*
|
|
Employment Agreement dated
July 14, 2006, between Concho Resources Inc. and Timothy A.
Leach
|
|
|
|
|
|
Number
|
|
Exhibit
|
|
|
|
10
|
.19*
|
|
Employment Agreement dated
July 14, 2006, between Concho Resources Inc. and
Steven L. Beal
|
|
10
|
.20*
|
|
Employment Agreement dated
July 14, 2006, between Concho Resources Inc. and
David W. Copeland
|
|
10
|
.21*
|
|
Employment Agreement dated
July 14, 2006, between Concho Resources Inc. and
Curt F. Kamradt
|
|
10
|
.22*
|
|
Employment Agreement dated
July 14, 2006, between Concho Resources Inc. and
David M. Thomas III
|
|
10
|
.23*
|
|
Employment Agreement dated
July 14, 2006, between Concho Resources Inc. and
E. Joseph Wright
|
|
10
|
.24*
|
|
Form of Indemnification Agreement
between Concho Resources Inc. and each of the officers and
directors thereof
|
|
10
|
.25*#
|
|
Gas Purchase Contract between COG
Oil & Gas LP and Duke Energy Field Services, LP dated
November 1, 2006
|
|
10
|
.26*
|
|
Letter agreement between COG
Operating LLC and Navajo Refining Company, L.P. dated
January 15, 2007
|
|
10
|
.27*
|
|
First Amendment to Credit
Agreement, dated as of July 6, 2006, among Concho Resources
Inc., certain of its subsidiaries, JPMorgan Chase Bank, N.A. and
the other leaders party thereto.
|
|
10
|
.28*
|
|
Second Amendment to Credit
agreement, dated as of March 7, 2007, among Concho
Resources Inc., certain of its subsidiaries, JPMorgan Chase
Bank, N.A. and the other leaders party thereto.
|
|
10
|
.29*
|
|
Form of option letter agreement
among Concho Resources Inc., Concho Equity Holdings Corp. and
each of Messrs. Leach and Beal
|
|
10
|
.30*
|
|
Form of option letter agreement
among Concho Resources Inc., Concho Equity Holdings Corp. and
each of Messrs. Copeland, Kamradt, Thomas and Wright
|
|
21
|
.1*
|
|
Subsidiaries of Concho Resources
Inc.
|
|
23
|
.1*
|
|
Consent of Grant Thornton
LLP Tulsa
|
|
23
|
.2*
|
|
Consent of Grant Thornton
LLP Kansas City
|
|
23
|
.3*
|
|
Consent of Grant Thornton
LLP Dallas
|
|
23
|
.4*
|
|
Consent of Netherland,
Sewell & Associates, Inc.
|
|
23
|
.5*
|
|
Consent of Cawley,
Gillespie & Associates, Inc.
|
|
23
|
.6***
|
|
Consent of Vinson &
Elkins L.L.P. (included as part of Exhibit 5.1)
|
|
24
|
.1*
|
|
Power of Attorney
|
|
99
|
.1*
|
|
Consent of Nominee for Director
|
|
|
|
*
|
|
Previously filed.
|
|
**
|
|
To be filed by amendment.
|
|
***
|
|
Filed herewith.
|
|
|
|
The Combination Agreement filed as
Exhibit 2.1 omits certain of the schedules and exhibits to
the Combination Agreement in accordance with Item 601(b)(2)
of
Regulation S-K.
A list briefly identifying the contents of all omitted schedules
and exhibits is included with the Combination Agreement filed as
Exhibit 2.1. Concho Resources agrees to furnish
supplementally a copy of any omitted schedule or exhibit to the
Securities and Exchange Commission upon request.
|
|
#
|
|
Application has been made to the
Securities and Exchange Commission for confidential treatment of
certain provisions of this exhibit. Omitted material for which
confidential treatment has been requested has been filed
separately with the Securities and Exchange Commission.
|