DIAMONDBACK ENERGY, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 21st, 2016 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York
Diamondback Energy, Inc. (the “Issuer”) proposes to issue and sell to Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Capital One Securities, Inc., Scotia Capital (USA) Inc. and SunTrust Robinson Humphrey, Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated December 15, 2016 (the “Purchase Agreement”), $500,000,000 aggregate principal amount of its 5.375% Senior Notes due 2025 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by Diamondback Energy O&G LLC and Diamondback Energy E&P LLC (collectively, the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of December 20, 2016 (the “Indenture”), among the Issuer, the Guarantors and Wells Fargo Bank, National Association (the “Trustee”). As an inducement to the Initial Purchasers, the Company agrees with the Initial
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”):
