DIAMONDBACK ENERGY, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 30th, 2018 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York
Diamondback Energy, Inc. (the “Issuer”) proposes to issue and sell to Wells Fargo Securities, LLC, Goldman Sachs & Co., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Scotia Capital (USA) Inc., Capital One Securities, Inc., SunTrust Robinson Humphrey, Inc., U.S. Bancorp Investments, Inc., PNC Capital Markets LLC, Commonwealth Bank of Australia, ING Financial Markets, LLC, BB&T Capital Markets, a division of BB&T Securities, LLC, BOK Financial Securities, Inc., CIBC World Markets Corp., 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 January 24, 2018 (the “Purchase Agreement”), $300,000,000 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
PURCHASE AGREEMENTPurchase Agreement • January 30th, 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 representative (the “Representative”), subject to the terms and conditions stated herein, to issue and sell to the several Purchasers U.S.$300,000,000 aggregate principal amount of its 5.375% Senior Notes due 2025 (the “Notes”) to be issued under the indenture dated as of December 20, 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 Inden
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • January 30th, 2018 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 29, 2018, among Diamondback Energy, Inc., a Delaware corporation (the “Company”), the Guarantors party to the Indenture (as defined below) (the “Guarantors”) and Wells Fargo Bank, National Association, as Trustee (the “Trustee”).
