DIAMONDBACK ENERGY, INC. $650,000,000 6.250% Senior Notes due 2053 UNDERWRITING AGREEMENTUnderwriting Agreement • December 5th, 2022 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York
Introductory. Diamondback Energy, Inc., a Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters U.S. $650,000,000 aggregate principal amount of its 6.250% Senior Notes due 2053 (the “Notes”) to be issued under an Indenture dated as of December 13, 2022 (the “Base Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as amended by a Supplemental Indenture to be dated as of December 13, 2022 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). 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 Diamondback E&P LLC (the “Guarantor”).
