FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • August 20th, 2012 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ], 2012 between Diamondback Energy, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
DIAMONDBACK ENERGY, INC. AND EACH OF THE GUARANTORS PARTY HERETO 7.625% SENIOR NOTES DUE 2021Indenture • September 18th, 2013 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York
INDENTURE dated as of September 18, 2013 among Diamondback Energy, Inc., a Delaware corporation, the Guarantors (as defined) and Wells Fargo Bank, National Association, as trustee. The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 7.625% Senior Notes due 2021 (the “Notes”):
DIAMONDBACK ENERGY, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2018 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York
Diamondback Energy, Inc. (the “Issuer”) proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co., Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Capital One Securities, Inc., Scotia Capital (USA) Inc., BOK Financial Securities, Inc., BB&T Capital Markets, a division of BB&T Securities, LLC, CIBC World Markets Corp., ING Financial Markets LLC, PNC Capital Markets LLC, SunTrust Robinson Humphrey, Inc., U.S. Bancorp Investments, Inc., Commonwealth Bank of Australia, IBERIA Capital Partners L.L.C. and West Texas National Bank (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated September 18, 2018 (the “Purchase Agreement”), $750,000,000 aggregate principal amount of its 4.750% Senior Notes due 2024 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by Diamondback Energy O&G LLC and Diamondback Energ
AGREEMENT AND PLAN OF MERGER among DIAMONDBACK ENERGY, INC., BOHEMIA MERGER SUB, INC. and QEP RESOURCES, INC. Dated as of December 20, 2020Merger Agreement • December 21st, 2020 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 20, 2020 (this “Agreement”), among DIAMONDBACK ENERGY, INC., a Delaware corporation (“Parent”), BOHEMIA MERGER SUB, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and QEP RESOURCES, INC., a Delaware corporation (the “Company”).
15,000,000 Shares DIAMONDBACK ENERGY, INC. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • August 20th, 2012 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York
debt or long-term debt of the Company, or any change in stockholders’ equity or the capital stock of the Company or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the most recent balance sheet for the Company included in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company included in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating income, or in the total or per share amounts of net income of the Company and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the Gene
DIAMONDBACK ENERGY, INC. AND EACH OF THE GUARANTORS PARTY HERETO 5.375% SENIOR NOTES DUE 2025 INDENTURE Dated as of December 20, 2016 WELLS FARGO BANK, National Association TrusteeIndenture • December 21st, 2016 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York
INDENTURE dated as of December 20, 2016 among Diamondback Energy, Inc., a Delaware corporation, the Guarantors (as defined) and Wells Fargo Bank, National Association, as Trustee. The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 5.375% Senior Notes due 2025 (the “Notes”):
CREDIT AGREEMENT DATED AS OF OCTOBER 15, 2010 AMONG WINDSOR PERMIAN LLC, AS BORROWER, BNP PARIBAS, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO SOLE LEAD ARRANGER AND SOLE BOOKRUNNER BNP PARIBAS SECURITIES CORP.Credit Agreement • February 14th, 2012 • Diamondback Energy, Inc. • Texas
THIS CREDIT AGREEMENT dated as of October 15, 2010 is among: Windsor Permian LLC, a Delaware limited liability company, as borrower (the “Borrower”); each of the Lenders from time to time party hereto; and BNP Paribas (in its individual capacity, “BNP Paribas”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
DIAMONDBACK ENERGY, INC. and ANY GUARANTORS PARTY HERETO to COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION Trustee INDENTURE Dated as of December 13, 2022 DEBT SECURITIES DIAMONDBACK ENERGY, INC. Certain Sections of this Indenture relating to...Indenture • December 13th, 2022 • Diamondback Energy, Inc. • Crude petroleum & natural gas
INDENTURE, dated as of December 13, 2022, among DIAMONDBACK ENERGY, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 500 West Texas, Suite 100, Midland, Texas 79701, the Guarantors party hereto from time to time, each having its principal office at 500 West Texas, Suite 100, Midland, Texas 79701, and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (herein called the “Trustee”).
10,500,000 Shares DIAMONDBACK ENERGY, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 20th, 2016 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York
of the Company, or any change in stockholders’ equity or the capital stock of the Company or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the most recent balance sheet for the Company included or incorporated by reference in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company included or incorporated in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating income, or in the total or per share amounts of net income of the Company and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JULY 24, 2012 AMONG DIAMONDBACK ENERGY LLC, AS PARENT GUARANTOR WINDSOR PERMIAN LLC, AS BORROWER, WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO SOLE BOOK...Credit Agreement • August 20th, 2012 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Texas
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 24, 2012 is among: Diamondback Energy LLC, a Delaware limited liability company (the “Parent Guarantor”); Windsor Permian LLC, a Delaware limited liability company, as borrower (the “Borrower”); each of the Lenders from time to time party hereto; and Wells Fargo Bank, National Association (in its individual capacity, “Wells Fargo”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
3,000,000 Shares DIAMONDBACK ENERGY, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 15th, 2017 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York
The Representative shall have received letters, dated, respectively, the date hereof and the First Closing Date, of Ryder Scott Company, L.P. confirming that:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2021 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of February 26, 2021 (this “Agreement”), is by and among Diamondback Energy, Inc. (the “Company”) and the holders of Common Stock listed on the signature page hereof (the “Initial Holders”).
750,000,000 DIAMONDBACK ENERGY, INC. 4.750% Senior Notes due 2024 PURCHASE AGREEMENTPurchase Agreement • September 24th, 2018 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York
Introductory. Diamondback Energy, Inc., a Delaware corporation (the “Company”), agrees with the several initial purchasers named in Schedule A hereto (the “Purchasers”), for whom you are acting as representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Purchasers U.S.$750,000,000 aggregate principal amount of its 4.750% Senior Notes due 2024 (the “Notes”) to be issued under the indenture dated as of October 28, 2016 (the “Indenture”), among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Notes will be unconditionally guaranteed (the “Guarantee” and, together with the Notes, the “Offered Securities”) as to the payment of principal and interest by each subsidiary listed on Schedule B attached hereto (the “Guarantors”). The Notes constitute “Additional Notes” (as such term is defined in in the Indenture) and will be issued pursuant to and in compliance with the Inde
REGISTRATION RIGHTS AGREEMENT Dated as of October 11, 2012 by and between DIAMONDBACK ENERGY, INC. and DB ENERGY HOLDINGS LLCRegistration Rights Agreement • November 16th, 2012 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of October 11, 2012, by and between Diamondback Energy, Inc., a Delaware corporation (the “Company”), and DB Energy Holdings LLC, a Delaware limited liability company (the “Stockholder”).
DIAMONDBACK ENERGY, INC. $850,000,000 5.200% Senior Notes due 2027 $850,000,000 5.150% Senior Notes due 2030 $1,300,000,000 5.400% Senior Notes due 2034 $1,500,000,000 5.750% Senior Notes due 2054 $1,000,000,000 5.900% Senior Notes due 2064...Underwriting Agreement • April 12th, 2024 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York
WINDSOR PERMIAN, LLC MICHAEL HOLLIS EMPLOYMENT AGREEMENTEmployment Agreement • April 11th, 2013 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Texas
This Amended and Restated Employment Agreement (this “Agreement”) is entered into as of January 1, 2012 by and between Windsor Permian, LLC, a Delaware limited liability company (the “Company”), and Michael Hollis (“you” or “Employee”).
DIAMONDBACK ENERGY, INC. Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939Indenture • December 2nd, 2016 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York
INDENTURE, dated as of [________], 20[__], among DIAMONDBACK ENERGY, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 500 West Texas, Suite 1200, Midland, Texas 79701, the Guarantors (as defined hereinafter), each having its principal office at 500 West Texas, Suite 1200, Midland, Texas 79701, and [____________], a [______] duly organized and existing under the laws of [_____], as Trustee (herein called the “Trustee”).
RUSSELL PANTERMUEHL EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2014 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Texas
This Second Amended and Restated Employment Agreement (this “Agreement”) is entered into as of January 1, 2014 by and between Diamondback E&P LLC, a Delaware limited liability company (the “Company”), and Russell Pantermuehl (“you” or “Employee”).
VIPER ENERGY PARTNERS LP 5,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • June 23rd, 2014 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York
Viper Energy Partners LP, a Delaware limited partnership (the “Partnership”), proposes to sell 5,000,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”). In addition, the Partnership proposes to grant to the Underwriters an option to purchase up to 750,000 Common Units on the terms set forth in Section 2 to cover over-allotments, if any (the “Option Units”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Partnership by the Underwriters.
MASTER FIELD SERVICES AGREEMENTMaster Field Services Agreement • February 1st, 2013 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Texas
THIS MASTER FIELD SERVICES AGREEMENT (this “Agreement”) is made and entered into to be effective as of January 1, 2013, by and between DIAMONDBACK E&P LLC (“Operator”) and BISON DRILLING AND FIELD SERVICES LLC (“Contractor”).
INVESTOR RIGHTS AGREEMENT Dated as of October 11, 2012 by and between DIAMONDBACK ENERGY, INC. and GULFPORT ENERGY CORPORATIONInvestor Rights Agreement • November 16th, 2012 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Delaware
THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of October 11, 2012, by and between Diamondback Energy, Inc., a Delaware corporation (the “Company”), and Gulfport Energy Corporation, a Delaware corporation (the “Stockholder” or “Gulfport”).
UNDERWRITING AGREEMENTUnderwriting Agreement • June 27th, 2014 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JULY 24, 2012 AMONG DIAMONDBACK ENERGY LLC, AS PARENT GUARANTOR WINDSOR PERMIAN LLC, AS BORROWER, WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO SOLE BOOK...Credit Agreement • October 2nd, 2012 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Texas
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 24, 2012 is among: Diamondback Energy LLC, a Delaware limited liability company (the “Parent Guarantor”); Windsor Permian LLC, a Delaware limited liability company, as borrower (the “Borrower”); each of the Lenders from time to time party hereto; and Wells Fargo Bank, National Association (in its individual capacity, “Wells Fargo”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF NOVEMBER 1, 2013 AMONGCredit Agreement • November 5th, 2013 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Texas
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 1, 2013 is among: Diamondback Energy, Inc., a Delaware corporation, as the Parent Guarantor; Diamondback O&G LLC, a Delaware limited liability company, as borrower (the “Borrower”); each of the Lenders from time to time party hereto; and Wells Fargo Bank, National Association (in its individual capacity, “Wells Fargo”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • February 18th, 2014 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (referred to herein as the “Agreement”) dated February 14, 2014, is between HENRY RESOURCES LLC, a Texas limited liability company (“Henry Resources”), HENRY PRODUCTION LLC, a Texas limited liability company (“Henry Production”), HENRY TAW PRODUCTION LP, a Texas limited partnership (“Henry TAW”), DAVLIN LP, a Texas limited partnership (“Davlin”), GOOD PROVIDENCE LP, a Texas limited partnership (“Good Providence”), WILLIAM R. FAIR, UTH INVESTMENTS LTD, a Texas limited partnership (“UTH Investments”), PALOMA OIL & RANCH LP, a Texas limited partnership (“Paloma Oil & Ranch”), CHINATI OIL & RANCH LP, a Texas limited partnership (“Chinati Oil & Ranch”), J. CRAIG CORBETT, BAMBANA RESOURCES LP, a Texas limited partnership (“Bambana Resources”), and FC PERMIAN PROPERTIES, INC., a Texas corporation (“FC Permian Properties”) (each, a “Seller,” and collectively, the “Sellers”), and DIAMONDBACK E&P LLC, a Delaware limited liability company (“Diamondback E&P” or “Bu
FORM OF] REGISTRATION RIGHTS AGREEMENT Dated as of , 2012 by and between DIAMONDBACK ENERGY, INC. and DB ENERGY HOLDINGS LLCRegistration Rights Agreement • May 8th, 2012 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of , 2012, by and between Diamondback Energy, Inc., a Delaware corporation (the “Company”), and DB Energy Holdings LLC, a Delaware limited liability company (the “Stockholder”).
FORM OF ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • August 20th, 2012 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York
ADVISORY SERVICES AGREEMENT dated as of , 2012 (this “Agreement”), between DIAMONDBACK ENERGY, INC., a Delaware corporation (the “Company”), and WEXFORD CAPITAL LP, a Delaware limited partnership (“Wexford”).
12,500,000 Shares DIAMONDBACK ENERGY, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 17th, 2012 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York
debt or long-term debt of the Company, or any change in stockholders’ equity or the capital stock of the Company or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the most recent balance sheet for the Company included in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for the Company included in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating income, or in the total or per share amounts of net income of the Company and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the Gene
RATTLER MIDSTREAM LP 38,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • May 29th, 2019 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York
12,770,000 Shares of Common Stock DIAMONDBACK ENERGY, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 23rd, 2024 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York
DIAMONDBACK ENERGY, INC. Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939Indenture • December 2nd, 2016 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York
INDENTURE, dated as of [__________], 20[__], among DIAMONDBACK ENERGY, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 500 West Texas, Suite 1200, Midland, Texas 79701, the Guarantors (as defined hereinafter), each having its principal office at 500 West Texas, Suite 1200, Midland, Texas 79701, and [____________], a [______] duly organized and existing under the laws of [_____], as Trustee (herein called the “Trustee”).
FIFTH AMENDMENT TO CREDIT AGREEMENT Dated as of May 10, 2012 AMONG WINDSOR PERMIAN LLC AS BORROWER, WELLS FARGO BANK, N.A. AS ADMINISTRATIVE AGENT, AMEGY BANK NATIONAL ASSOCIATION AND AS CO-SYNDICATION AGENTS, AND THE LENDERS PARTY HERETO SOLE...Credit Agreement • June 11th, 2012 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Texas
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Fifth Amendment”) dated as of May 10, 2012, among WINDSOR PERMIAN LLC, a Delaware limited liability company, (the “Borrower”); each of the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”); and WELLS FARGO BANK, N.A. (“Wells”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
ELEVENTH AMENDMENT TO SECOND AMENDED AND RESTATEDCredit Agreement • July 3rd, 2019 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Texas
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 1, 2013 is among: Diamondback Energy, Inc., a Delaware corporation, as the Parent Guarantor; Diamondback O&G LLC, a Delaware limited liability company, as borrower (the “Borrower”); each of the Lenders from time to time party hereto; and Wells Fargo Bank, National Association (in its individual capacity, “Wells Fargo”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • February 25th, 2019 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of October 12, 2018, among Sidewinder Merger Sub Inc., an Alabama corporation (the “Guaranteeing Subsidiary”), a subsidiary of Diamondback Energy, Inc., a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
2,000,000 Shares DIAMONDBACK ENERGY, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2014 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York
