AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN VIPER ENERGY PARTNERS LP AND DIAMONDBACK ENERGY, INC. DATED AS OF May 9, 2018Registration Rights Agreement • May 15th, 2018 • Viper Energy Partners LP • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 9, 2018, by and between Viper Energy Partners LP, a Delaware limited partnership (the “Partnership”), and Diamondback Energy, Inc., a Delaware corporation (the “Sponsor”).
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPViper Energy Partners LP • May 15th, 2018 • Crude petroleum & natural gas • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VIPER ENERGY PARTNERS LP, dated as of May 9, 2018 (the “Second A&R Date”), is executed by VIPER ENERGY PARTNERS GP LLC, a Delaware limited liability company, as the General Partner, as provided herein.
FIRST AMENDMENT TO EXCHANGE AGREEMENTExchange Agreement • May 15th, 2018 • Viper Energy Partners LP • Crude petroleum & natural gas • Delaware
THIS FIRST AMENDMENT TO EXCHANGE AGREEMENT, dated as of May 10, 2018 (this “Amendment”), is entered into by and among Viper Energy Partners LP, a Delaware limited partnership (the “Partnership”), Viper Energy Partners GP LLC, a Delaware limited liability company (the “General Partner”), Viper Energy Partners LLC, a Delaware limited liability company (the “Operating Company”), and Diamondback Energy, Inc., a Delaware corporation (the “Sponsor”), pursuant to Section 3.9 of the Exchange Agreement, dated as of May 9, 2018, by and among the Partnership, the General Partner, the Operating Company and the Sponsor (the “Exchange Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Exchange Agreement.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VIPER ENERGY PARTNERS LPViper Energy Partners LP • May 15th, 2018 • Crude petroleum & natural gas • Delaware
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VIPER ENERGY PARTNERS LP, dated as of May 10, 2018 (this “Amendment”), is entered into by VIPER ENERGY PARTNERS GP LLC (the “General Partner”), a Delaware limited liability company and the general partner of VIPER ENERGY PARTNERS LP (the “Partnership”), a Delaware limited partnership, pursuant to the authority granted to the General Partner in Section 13.1 of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 9, 2018 (the “Partnership Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Partnership Agreement.
SIXTH AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO GUARANTY AND COLLATERAL AGREEMENT DATED AS OF May 9, 2018 AMONG VIPER ENERGY PARTNERS LP, AS BORROWER, THE INITIAL GUARANTOR, WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT,...Credit Agreement and Guarantee and Collateral Agreement • May 15th, 2018 • Viper Energy Partners LP • Crude petroleum & natural gas • Texas
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO GUARANTY AND COLLATERAL AGREEMENT (this “Amendment”) dated as of May 9, 2018, is among: VIPER ENERGY PARTNERS LP., a Delaware limited partnership (the “Borrower”); the Initial Guarantor; each of the Lenders, as such term is defined in the Credit Agreement referred to below, party hereto; 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”).
FIRST AMENDMENT TO RECAPITALIZATION AGREEMENTRecapitalization Agreement • May 15th, 2018 • Viper Energy Partners LP • Crude petroleum & natural gas • Delaware
This First Amendment to Recapitalization Agreement (this “First Amendment”), dated as of May 9, 2018 (the “Amendment Effective Date), is by and among Diamondback Energy, Inc., a Delaware corporation (the “Transferor”), Viper Energy Partners LLC, a Delaware limited liability company (the “Operating Company”), Viper Energy Partners GP LLC, a Delaware limited liability company (the “General Partner”), and Viper Energy Partners LP, a Delaware limited partnership (the “Partnership”). The Transferor, the Operating Company, the General Partner and the Partnership are hereinafter sometimes referred to individually as a “Party” and together as the “Parties.”
LIMITED LIABILITY COMPANY AGREEMENT OF VIPER ENERGY PARTNERS LLC Dated as of May 9, 2018Limited Liability Company Agreement • May 15th, 2018 • Viper Energy Partners LP • Crude petroleum & natural gas • Delaware
This Second Amended and Restated Limited Liability Company Agreement of Viper Energy Partners LLC, dated as of May 9, 2018, is entered into by and between Viper Energy Partners LP, a Delaware limited partnership, as Managing Member, and Diamondback Energy, Inc., a Delaware corporation. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
EXCHANGE AGREEMENT BY AND AMONG DIAMONDBACK ENERGY, INC. VIPER ENERGY PARTNERS LLC VIPER ENERGY PARTNERS GP LLC and VIPER ENERGY PARTNERS LP Dated as of May 9, 2018Exchange Agreement • May 15th, 2018 • Viper Energy Partners LP • Crude petroleum & natural gas • Delaware
This Exchange Agreement (this “Agreement”), dated as of May 9, 2018, by and among Viper Energy Partners LP, a Delaware limited partnership (the “Partnership”), Viper Energy Partners GP LLC, a Delaware limited liability company (the “General Partner”), Viper Energy Partners LLC, a Delaware limited liability company (the “Operating Company”), and Diamondback Energy, Inc., a Delaware corporation (the “Sponsor”). The above-named entities are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.”
