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”).
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
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”).
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”).
Windsor Permian, LLC 14301 Caliber Drive, Suite 300 Oklahoma City, Oklahoma 73134Diamondback Energy, Inc. • August 20th, 2012 • Crude petroleum & natural gas • Texas
Windsor Permian, LLC, a Delaware limited liability company (the “Company”), hereby agrees to employ you and you hereby agree to accept such employment under the terms and conditions of this employment agreement, which amends and restates your employment agreement dated as of April 1, 2011:
Crude Oil Purchase AgreementPurchase Agreement • August 20th, 2012 • Diamondback Energy, Inc. • Crude petroleum & natural gas
This Crude Oil Purchase Agreement (“Agreement”) is made and entered into this 24th day of May, 2012 (“Effective Date”) by and between Shell Trading (US) Company, a Delaware corporation (“Buyer” or “STUSCO”) and Windsor Permian LLC (“Seller”). Buyer and Seller may be referred to individually as “Party” or collectively as the “Parties.”
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JULY 31, 2012 AMONG DIAMONDBACK ENERGY LLC, AS PARENT GUARANTOR WINDSOR PERMIAN LLC, AS BORROWER, THE GUARANTORS, WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, AND...Credit Agreement • August 20th, 2012 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Texas
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”) dated as of July 31, 2012, is among: Diamondback Energy LLC, a Delaware limited liability company, as the initial Parent Guarantor (“Diamondback”); WINDSOR PERMIAN LLC, a Delaware limited liability company (the “Borrower”); each of the undersigned guarantors (together with Diamondback, the “Guarantors”); each of the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”); and WELLS FARGO BANK, National Association (“Wells”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
SIXTH AMENDMENT TO CREDIT AGREEMENT DATED AS OF JUNE 13, 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 • August 20th, 2012 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Texas
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Sixth Amendment”) dated as of June 13, 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”).
FORM OF MERGER AGREEMENTMerger Agreement • August 20th, 2012 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Delaware
This Merger Agreement, dated as of , 2012 (this “Agreement”), is entered into by and between Diamondback Energy LLC, a Delaware limited liability company (“Diamondback LLC”), and Diamondback Energy, Inc., a Delaware corporation (the “Company”).
WINDSOR PERMIAN, LLC JEFF WHITE EMPLOYMENT AGREEMENTWhite Employment Agreement • August 20th, 2012 • 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 Jeff White (“you” or “Employee”).
