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Exhibit 10.1

September 4, 2009

Concho Resources Inc.
550 West Texas Ave., Suite 100
Midland, Texas 79701
Attention: Darin G. Holderness

Re:		Limited Consent and Waiver

Dear Mr. Holderness:

     We refer to that certain Amended and Restated Credit Agreement, dated as of July 31, 2008, among Concho Resources Inc. (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) (as the same has been and may hereafter be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Credit Agreement. References herein to any Section or Article shall be to a Section or Article of the Credit Agreement unless otherwise specifically provided.

     We understand that on or before September 30, 2009, and in accordance with Section 7.03(f), the Borrower intends to issue Senior Notes in an aggregate principal amount not to exceed $300,000,000 (the “2009 Senior Notes”). Pursuant to Section 3.05, upon the issuance of the 2009 Senior Notes, the Borrowing Base and the Conforming Borrowing Base then in effect must be reduced by $300 for every $1,000 in stated amount of the 2009 Senior Notes and consequently, the Aggregate Commitments will be reduced by an amount equal to the reduction in the Borrowing Base. Currently, the Borrowing Base is equal to the Conforming Borrowing Base. The Borrower has requested that the Lenders waive the reductions of the Borrowing Base and the Conforming Borrowing Base required as a result of the issuance of the 2009 Senior Notes and that each Lender consent to the postponement of any reduction in its Commitment resulting from any reduction in the Borrowing Base. Subject to the conditions described herein, each Lender a party hereto is willing to waive the adjustments to the Borrowing Base and Conforming Borrowing Base required as a result of the issuance of the 2009 Senior Notes and consent to the postponement of any such reduction in its Commitment as a result of any reduction in the Borrowing Base.

     Accordingly, each Lender a party hereto hereby waives the adjustments to the Borrowing Base and Conforming Borrowing Base required as a result of the issuance of the 2009 Senior Notes and consents to the postponement of any reduction in its Commitment as a result of any such reduction in the Borrowing Base; provided, that, (i) no Default or Event of Default has occurred and is continuing on the date the 2009 Senior Notes are issued, (ii) the 2009 Senior Notes are issued in accordance with Section 7.03(f), (iii) the issuance of the 2009 Senior Notes occurs on or before September 30, 2009 and (iv) on the date the proceeds from the issuance of

the 2009 Senior Notes are received by Borrower, Borrower pays to the Administrative Agent any amounts required to eliminate any Borrowing Base Deficiency arising as a result of the issuance of the 2009 Senior Notes.

     By its signature below, the Borrower agrees that nothing herein shall be construed as a continuing waiver of the provisions of Section 3.05 or of a waiver of Section 7.03(f) or any other provision of the Credit Agreement or any other Loan Document. The waiver and consent set forth herein is expressly limited as follows: (i) such waiver and consent is limited solely to the adjustments to the Borrowing Base and Conforming Borrowing Base required as a result of the issuance of the 2009 Senior Notes and (ii) such waiver and consent is a limited one-time waiver and consent, and nothing contained herein shall obligate any Lender to grant any additional or future waiver or consent with respect to Section 3.05 or any other provision of the Credit Agreement or any other Loan Document.

     By its signature below, the Borrower acknowledges and agrees that except as expressly provided herein, the Credit Agreement and each of the other Loan Documents is hereby ratified and confirmed in all respects and shall remain in full force and effect.

     If the foregoing is acceptable to you, please execute a copy of this letter in the spaces provided below to evidence your acceptance and approval of the foregoing and return a fully-executed counterpart to the attention of the undersigned.

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