THIRD AMENDMENT TO CREDIT AGREEMENT

     THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of May 19, 2008, by and among Concho Resources Inc., a Delaware corporation (the “Borrower”), certain subsidiaries of the Borrower, as Guarantors (the “Guarantors”), the Lenders party hereto (the “Lenders”) and JPMorgan Chase Bank, N.A., a national banking association, as Administrative Agent (in such capacity, the “Administrative Agent”). Unless the context otherwise requires or unless otherwise expressly defined herein, capitalized terms used but not defined in this Amendment have the meanings assigned to such terms in the Credit Agreement (as defined below).

     WHEREAS, the Borrower, the Guarantors, the Administrative Agent and the Lenders entered into that certain Credit Agreement dated as of February 24, 2006, (as amended by that certain First Amendment to Credit Agreement dated July 6, 2006, as further amended by that certain Second Amendment to Credit Agreement dated March 27, 2007, and as further amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”); and

     WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders amend the Credit Agreement to, among other things, extend the Maturity Date and increase the Borrowing Base; and the Administrative Agent and the Lenders have agreed to do so on the terms and conditions hereinafter set forth; and

     NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Borrower, the Guarantors, the Administrative Agent and the Lenders, hereby agree as follows:

SECTION 1. Amendments to Credit Agreement. Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 3, and in reliance on the representations, warranties, covenants and agreements contained in this Amendment, the Credit Agreement shall be amended in the manner provided in this Section 1.

     1.1 Amended Definitions. The following definitions in Section 1.01 of the Credit Agreement shall be and they hereby are amended and restated in their entirety to read as follows:

     “Applicable Rate” means, for any day, with respect to any ABR Loan or Eurodollar Loan, or with respect to the Unused Commitment Fees, as the case may be, the applicable rate per annum set forth below under the caption “ABR Spread” , “Eurodollar Spread” or “Unused Commitment Fee Rate”, as the case may be, based upon the Borrowing Base Usage as set forth below:

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										Unused
Borrowing		Eurodollar								Commitment Fee
Base Usage		Spread				ABR Spread				Rate
³110%			2.75%				1.25%				0.50%
>100% and < 110%			2.50%				1.00%				0.50%
³90% and £ 100%			2.00%				0.75%				0.50%
³75% and < 90%			1.75%				0.50%				0.375%
³50% and < 75%			1.50%				0.25%				0.375%
< 50%			1.25%				0.00%				0.25%

     “Maturity Date” means February 24, 2011.

     1.2 Application of Funds. Section 8.03 of the Credit Agreement shall be and it hereby is corrected as follows: (a) all references to “ARTICLE III” in clauses First and Second shall be replaced by “ARTICLE II”, and (b) all references to “Section 2.02(c)” in the last paragraph shall be replaced by “Section 2.04(j)”.

     1.3 Successors and Assigns. Clause (iii) of Section 10.06(b) of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:

     (iii) any assignment of a Commitment must be approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approval may not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and

     1.4 Commitments and Applicable Percentages. Schedule 2.01 of the Credit Agreement shall be and it hereby is amended in its entirety by substituting Schedule 2.01 which is attached to this Amendment.

     1.5 Notices. Schedule 10.02 of the Credit Agreement shall be and it hereby is amended in its entirety by substituting Schedule 10.02 which is attached to this Amendment.

     1.6 Redetermined Borrowing Base. This Amendment shall constitute a notice of the redetermination of the Borrowing Base pursuant to Section 3.02 of the Credit Agreement, and the Administrative Agent hereby notifies the Borrower that, as of the date of this Amendment, the redetermined Borrowing Base is $550,000,000.

SECTION 2. New Lenders and Reallocation of Commitments and Loans. The Lenders have agreed among themselves to reallocate their respective Commitments and to, among other things, allow certain financial institutions identified by J.P. Morgan Securities, Inc., in its capacity as a Lead Arranger, in consultation with the Borrower, to become a party to the Credit Agreement as a Lender (each, a “New Lender”) by acquiring an interest in the Aggregate Commitment, and Administrative Agent and the Borrower hereby consent to such reallocation

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and each New Lender’s acquisition of an interest in the Aggregate Commitment. As of the date of this Amendment and after giving effect to such reallocation of the Aggregate Commitment, the Commitment of each Lender shall be as set forth on Schedule 2.01 of this Amendment. With respect to such reallocation, each New Lender shall be deemed to have acquired the Commitment allocated to it from each of the other Lenders pursuant to the terms of the Assignment and Assumption attached as Exhibit C to the Credit Agreement as if such New Lender and the other Lenders had executed an Assignment and Assumption with respect to such allocation. The Borrower and Administrative Agent hereby consent to such assignment to the New Lenders.

SECTION 3. Conditions. The amendments to the Credit Agreement contained in Section 1 of this Amendment, the redetermination of the Borrowing Base as set forth in Section 1 of this Amendment and the assignments and reallocations contained in Section 2 of this Amendment shall be effective upon the satisfaction of each of the conditions set forth in this Section 3.

     3.1 Execution and Delivery. Each Loan Party and each Lender shall have executed and delivered this Amendment and any other documents requested by Administrative Agent prior to the date hereof, all in form and substance satisfactory to the Administrative Agent.

     3.2 Payment of Fees. The Administrative Agent and J.P. Morgan Securities Inc. (“JPMSI”) shall have received all fees payable in the amounts and at the times separately agreed upon among the Administrative Agent, JPMSI and the Borrower.

     3.3 No Default. No Default shall have occurred and be continuing.

     3.4 Other Documents. The Administrative Agent shall have received such other instruments and documents incidental and appropriate to the transaction provided for herein as the Administrative Agent or its special counsel may reasonably request prior to the date hereof, and all such documents shall be in form and substance satisfactory to the Administrative Agent.

     3.5 Legal Matters Satisfactory. All legal matters incident to the consummation of the transactions contemplated hereby shall be reasonably satisfactory to special counsel for the Agent retained at the expense of the Borrower.

SECTION 4. Representations and Warranties of the Borrower. To induce the Lenders to enter into this Amendment, each Loan Party hereby represents and warrants to the Lenders as follows:

     4.1 Reaffirmation of Representations and Warranties/Further Assurances. After giving effect to the amendments herein, each representation and warranty of such Loan Party contained in the Credit Agreement or in any other Loan Document is true and correct in all material respects on the date of this Amendment (except to the extent such representations and warranties relate solely to an earlier date).

     4.2 Corporate Authority; No Conflicts. The execution, delivery and performance by such Loan Party of this Amendment and all documents, instruments and agreements contemplated herein are within such Loan Party’s corporate or other organizational powers, have

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been duly authorized by necessary action, require no approval, consent or action by or in respect of, or filing with, any court or agency of government.

     4.3 Enforceability. This Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (ii) the availability of equitable remedies may be limited by equitable principles of general application.

SECTION 5. Miscellaneous.

     5.1 Reaffirmation of Loan Documents and Liens. Any and all of the terms and provisions of the Credit Agreement and the Loan Documents shall, except as amended and modified hereby, remain in full force and effect. Each Loan Party hereby agrees that the amendments and modifications herein contained shall not impair the liabilities, duties and obligations of any Loan Party under the Credit Agreement and the other Loan Documents or the Liens securing the payment and performance thereof and each Guarantor hereby reaffirms that its Guaranty remains in full force and effect.

     5.2 Parties in Interest. All of the terms and provisions of this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

     5.3 Legal Expenses. Each Loan Party hereby agrees to pay all reasonable fees and expenses of special counsel to the Administrative Agent incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and all related documents.

     5.4 Counterparts. This Amendment may be executed in one or more counterparts and by different parties hereto in separate counterparts each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. However, this Amendment shall bind no party until each Loan Party, the Lenders (or at least the required percentage thereof), and the Administrative Agent have executed a counterpart. Delivery of photocopies of the signature pages to this Amendment by facsimile or electronic mail shall be effective as delivery of manually executed counterparts of this Amendment.

     5.5 Complete Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     5.6 Headings. The headings, captions and arrangements used in this Amendment are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof.

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     5.7 Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the state of Texas.

[Remainder of Page Intentionally Blank. Signature Pages Follow.]

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     IN WITNESS WHEREOF, the parties have caused this Third Amendment to Credit Agreement to be duly executed as of the date first above written.

		BORROWER:
		CONCHO RESOURCES INC.,
		a Delaware corporation
		By:		/s/ Curt F. Kamradt
		Name:		Curt F. Kamradt
		Title:		Vice President and Chief Financial Officer
		GUARANTORS:
		CONCHO EQUITY HOLDINGS LLC,
		a Delaware corporation
		By:		/s/ Curt F. Kamradt
		Name:		Curt F. Kamradt
		Title:		Vice President and Chief Financial Officer
		CONCHO ENERGY SERVICES LLC,
		a Texas limited liability company
		By:		/s/ Curt F. Kamradt
		Name:		Curt F. Kamradt
		Title:		Vice President and Chief Financial Officer
		COG OPERATING LLC,
		a Delaware limited liability company
		By:		/s/ Curt F. Kamradt
		Name:		Curt F. Kamradt
		Title:		Vice President and Chief Financial Officer

Third Amendment to Credit Agreement

Signature Page

		CONCHO LP LLC,
		a Delaware limited liability company
		By:		/s/ David W. Copeland
		Name:		David W. Copeland
		Title:		President
		COG OIL & GAS LP,
		a Texas limited partnership
		By: COG Operating LLC, its sole general partner
		By:		/s/ Curt F. Kamradt
		Name:		Curt F. Kamradt
		Title:		Vice President and Chief Financial Officer
		COG REALTY LLC,
		a Texas limited liability company
		By:		/s/ Curt F. Kamradt
		Name:		Curt F. Karmradt
		Title:		Vice President and Chief Financial Officer

Third Amendment to Credit Agreement

Signature Page

		JPMORGAN CHASE BANK, N.A.,
		as Administrative Agent
		By:		/s/ J. Scott Fowler
				J. Scott Fowler
				Senior Vice President
		JPMORGAN CHASE BANK, N.A.,
		as a Lender, L/C Issuer and Swing Line Lender
		By:		/s/ J. Scott Fowler
				J. Scott Fowler
				Senior Vice President

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Signature Page

		BANK OF AMERICA N.A.,
		as Syndication Agent and a Lender
		By:		/s/ Jeffrey H. Rathkamp
		Name:		Jeffrey H. Rathkamp
		Title:		Managing Director

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Signature Page

		BNP PARIBAS,
		as a Documentation Agent and a Lender
		By:		/s/ Betsy Jocher
		Name:		Betsy Jocher
		Title:		Director
		By:		/s/ Courtney Kubesch
		Name:		Courtney Kubesch
		Title:		Vice President

Third Amendment to Credit Agreement

		WACHOVIA BANK, NATIONAL
		ASSOCIATION,
		as a Documentation Agent and a Lender
		By:		/s/ Hank Biedrzycki
		Name:		Hank Biedrzycki
		Title:		Director

Third Amendment to Credit Agreement

Signature Page

		BANK OF SCOTLAND PLC,
		as a Lender
		By:		/s/ Julia R. Franklin
		Name:		Julia R. Franklin
		Title:		Assistant Vice President

Third Amendment to Credit Agreement

Signature Page

		BANK OF TEXAS, N.A.,
		as a Lender
		By:		/s/ J. Michael Delbridge
		Name:		J. Michael Delbridge
		Title:		Senior Vice President

Third Amendment to Credit Agreement

Signature Page

		CITIBANK, N.A. (formerly Citibank Texas, N.A.),
		as a Lender
		By:		/s/ Ryan Monroe
		Name:		Ryan Monroe
		Title:		Vice President

Third Amendment to Credit Agreement

Signature Page

		COMERICA BANK,
		as a Lender
		By:		/s/ Peter L. Sefzik
		Name:		Peter L. Sefzik
		Title:		Vice President

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Signature Page

		COMPASS BANK,
		as a Lender
		By:		/s/ Kathleen J. Bowen
				Kathleen J. Bowen
				Senior Vice President

Third Amendment to Credit Agreement

		FORTIS CAPITAL CORP.,
		as a Lender
		By:		/s/ Michele Jones
		Name:		Michele Jones
		Title:		Director
		By:		/s/ Ilene Fowler
		Name:		Ilene Fowler
		Title:		Director

Third Amendment to Credit Agreement

		ING CAPITAL LLC,
		as a Lender
		By:		/s/ Charles E. Hall
		Name:		Charles E. Hall
		Title:		Managing Director

Third Amendment to Credit Agreement

		KEY BANK NATIONAL ASSOCIATION,
		as a Lender
		By:		/s/ Thomas Rajan
		Name:		Thomas Rajan
		Title:		Managing Director

Third Amendment to Credit Agreement

		NATIXIS (formerly Natexis Banques Populaires),
		as a Lender
		By:		/s/ Donovan C. Broussard
				Donovan C. Broussard
				Managing Director
		By:		/s/ Liana Tchernysheva
				Liana Tchernysheva
				Director

Third Amendment to Credit Agreement

		SCOTIABANC INC.,
		as a Lender
		By:		/s/ J.F. Todd
		Name:		J.F. Todd
		Title:		Managing Director

Third Amendment to Credit Agreement

		STERLING BANK,
		as a Lender
		By:		/s/ Jeff Forbis
		Name:		Jeff Forbis
		Title:		Senior Vice President

Third Amendment to Credit Agreement

		SUMITOMO MITSUI BANKING CORPORATION,
		as a Lender
		By:		/s/ Masakazu Hasegawa
		Name:		Masakazu Hasegawa
		Title:		Joint General Manager

Third Amendment to Credit Agreement

Signature Page

		THE FROST NATIONAL BANK,
		as a Lender
		By:		/s/ Alex Zemkoski
		Name:		Alex Zemkoski
		Title:		Assistant Vice President

Third Amendment to Credit Agreement

Signature Page

		U.S. BANK NATIONAL ASSOCIATION,
		as a Lender
		By:		/s/ Justin M. Alexander
		Name:		Justin M. Alexander
		Title:		Vice President

Third Amendment to Credit Agreement

Signature Page

		UNION BANK OF CALIFORNIA, N.A.,
		as a Lender
		By:		/s/ Timothy Brendel
		Name:		Timothy Brendel
		Title:		Assistant Vice President

Third Amendment to Credit Agreement

Signature Page

Lender		Commitment1				Applicable Percentage
JPMorgan Chase Bank, N.A.		$	43,000,000				7 ###-###-####	%
Bank of America, N.A.		$	43,000,000				7 ###-###-####	%
BNP Paribas		$	43,000,000				7 ###-###-####	%
Wachovia Bank, National Association		$	43,000,000				7 ###-###-####	%
Bank of Scotland		$	34,000,000				6.1818182	%
Scotiabanc Inc.		$	34,000,000				6.1818182	%
Fortis Capital Corp.		$	34,000,000				6.1818182	%
Citibank, N.A.		$	30,000,000				5 ###-###-####	%
Comerica Bank		$	30,000,000				5 ###-###-####	%
U.S. Bank National Association		$	24,000,000				4 ###-###-####	%
Sterling Bank		$	24,000,000				4 ###-###-####	%
Bank of Texas, N.A.		$	21,000,000				3 ###-###-####	%
The Frost National Bank		$	21,000,000				3 ###-###-####	%
Natixis		$	21,000,000				3 ###-###-####	%
Key Bank National Association		$	21,000,000				3 ###-###-####	%
ING Capital LLC		$	21,000,000				3 ###-###-####	%
Compass Bank		$	21,000,000				3 ###-###-####	%
Union Bank of California, N.A.		$	21,000,000				3 ###-###-####	%
Sumitomo Mitsui Banking Corporation		$	21,000,000				3 ###-###-####	%
Total		$	550,000,000				100.00000000	%

Third Amendment to Credit Agreement

Concho Resources Inc.
550 W. Texas, Suite 1300
Midland, Texas 79701
Attention:       Curt F. Kamradt
Telephone:     (432)  ###-###-####
Telecopier:     (432)  ###-###-####
Electronic Mail: ***@***

JPMorgan Chase Bank, N.A.
Mail Code IL1-0010
21 South Clark Street
Chicago, Illinois 60670
Attn:   Teresita R. Siao
Telephone:      ###-###-####
Telecopier:      ###-###-####
Electronic Mail:      ***@***
Account Number:    ###-###-####
ABA:  021000021

JPMorgan Chase Bank, N.A.
Mail Code IL-0010
21 South Clark Street
Chicago, Illinois 60670
Attn: Teresita R. Siao
Telephone: (312) 385-7051
Telecopier: (312) 385-7096
Electronic Mail: ***@***

Third Amendment to Credit Agreement

with a copy to:

JPMorgan Chase Bank, N.A.
Mail Code TX1-2448
2200 Ross Avenue, 3rd Floor
Dallas, TX ###-###-####
Attn: J. Scott Fowler
Telephone: (214)  ###-###-####
Telecopier: (214)-965-3280
Electronic Mail: ***@***

L/C ISSUER:
JPMorgan Chase Bank, N.A.
Mail Code IL-0010
21 South Clark Street
Chicago, Illinois 60670
Attn: Teresita R. Siao
Telephone: (312) 385-7051
Telecopier: (312) 385-7096
Electronic Mail: ***@***

SWING LINE LENDER:
JPMorgan Chase Bank, N.A.
Mail Code IL1-0010
21 South Clark Street
Chicago, Illinois 60670
Attn: Teresita R. Siao
Telephone: (312) 385-7051
Telecopier: (312) 385-7096
Electronic Mail: ***@***
Account Number: 9008109962
ABA: 021000021

Third Amendment to Credit Agreement