Diamondback Energy, Inc. Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification 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”).

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DIAMONDBACK ENERGY, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 1st, 2018 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York

Diamondback Energy, Inc. (the “Issuer”) proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co., Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Capital One Securities, Inc., Scotia Capital (USA) Inc., BOK Financial Securities, Inc., BB&T Capital Markets, a division of BB&T Securities, LLC, CIBC World Markets Corp., ING Financial Markets LLC, PNC Capital Markets LLC, SunTrust Robinson Humphrey, Inc., U.S. Bancorp Investments, Inc., Commonwealth Bank of Australia, 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 September 18, 2018 (the “Purchase Agreement”), $750,000,000 aggregate principal amount of its 4.750% Senior Notes due 2024 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by Diamondback Energy O&G LLC and Diamondback Energ

AGREEMENT AND PLAN OF MERGER among DIAMONDBACK ENERGY, INC., BOHEMIA MERGER SUB, INC. and QEP RESOURCES, INC. Dated as of December 20, 2020
Agreement and Plan of Merger • December 21st, 2020 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of December 20, 2020 (this “Agreement”), among DIAMONDBACK ENERGY, INC., a Delaware corporation (“Parent”), BOHEMIA MERGER SUB, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and QEP RESOURCES, INC., a Delaware corporation (the “Company”).

15,000,000 Shares DIAMONDBACK ENERGY, INC. Common Stock FORM OF UNDERWRITING AGREEMENT
Underwriting 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

DIAMONDBACK ENERGY, INC. AND EACH OF THE GUARANTORS PARTY HERETO 4.750% SENIOR NOTES DUE 2024 INDENTURE Dated as of October 28, 2016 WELLS FARGO BANK, National Association Trustee
Supplemental Indenture • November 2nd, 2016 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York

INDENTURE dated as of October 28, 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 4.750% Senior Notes due 2024 (the “Notes”):

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 Trustee
Indenture • 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”):

CREDIT AGREEMENT DATED AS OF OCTOBER 15, 2010 AMONG WINDSOR PERMIAN LLC, AS BORROWER, BNP PARIBAS, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO SOLE LEAD ARRANGER AND SOLE BOOKRUNNER BNP PARIBAS SECURITIES CORP.
Credit Agreement • February 14th, 2012 • Diamondback Energy, Inc. • Texas

THIS CREDIT AGREEMENT dated as of October 15, 2010 is among: Windsor Permian LLC, a Delaware limited liability company, as borrower (the “Borrower”); each of the Lenders from time to time party hereto; and BNP Paribas (in its individual capacity, “BNP Paribas”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

10,500,000 Shares DIAMONDBACK ENERGY, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • December 20th, 2016 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York

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 or incorporated by reference 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 or incorporated 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

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”).

3,000,000 Shares DIAMONDBACK ENERGY, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • August 15th, 2017 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York

The Representative shall have received letters, dated, respectively, the date hereof and the First Closing Date, of Ryder Scott Company, L.P. confirming that:

DIAMONDBACK ENERGY, INC. and ANY GUARANTORS PARTY HERETO to COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION Trustee INDENTURE Dated as of December 13, 2022 DEBT SECURITIES DIAMONDBACK ENERGY, INC. Certain Sections of this Indenture relating to...
Indenture • December 13th, 2022 • Diamondback Energy, Inc. • Crude petroleum & natural gas

INDENTURE, dated as of December 13, 2022, among DIAMONDBACK ENERGY, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 500 West Texas, Suite 100, Midland, Texas 79701, the Guarantors party hereto from time to time, each having its principal office at 500 West Texas, Suite 100, Midland, Texas 79701, and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (herein called the “Trustee”).

750,000,000 DIAMONDBACK ENERGY, INC. 4.750% Senior Notes due 2024 PURCHASE AGREEMENT
Purchase Agreement • September 24th, 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 representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Purchasers U.S.$750,000,000 aggregate principal amount of its 4.750% Senior Notes due 2024 (the “Notes”) to be issued under the indenture dated as of October 28, 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 Inde

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 • October 2nd, 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”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 3rd, 2021 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Delaware

This REGISTRATION RIGHTS AGREEMENT, dated as of February 26, 2021 (this “Agreement”), is by and among Diamondback Energy, Inc. (the “Company”) and the holders of Common Stock listed on the signature page hereof (the “Initial Holders”).

REGISTRATION RIGHTS AGREEMENT Dated as of October 11, 2012 by and between DIAMONDBACK ENERGY, INC. and DB ENERGY HOLDINGS LLC
Registration Rights Agreement • November 16th, 2012 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of October 11, 2012, by and between Diamondback Energy, Inc., a Delaware corporation (the “Company”), and DB Energy Holdings LLC, a Delaware limited liability company (the “Stockholder”).

DIAMONDBACK ENERGY, INC. Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939
Indenture • December 2nd, 2016 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York

INDENTURE, dated as of [__________], 20[__], among DIAMONDBACK ENERGY, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 500 West Texas, Suite 1200, Midland, Texas 79701, the Guarantors (as defined hereinafter), each having its principal office at 500 West Texas, Suite 1200, Midland, Texas 79701, and [____________], a [______] duly organized and existing under the laws of [_____], as Trustee (herein called the “Trustee”).

VIPER ENERGY PARTNERS LP 5,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • June 23rd, 2014 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York

Viper Energy Partners LP, a Delaware limited partnership (the “Partnership”), proposes to sell 5,000,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”). In addition, the Partnership proposes to grant to the Underwriters an option to purchase up to 750,000 Common Units on the terms set forth in Section 2 to cover over-allotments, if any (the “Option Units”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Partnership by the Underwriters.

INVESTOR RIGHTS AGREEMENT Dated as of October 11, 2012 by and between DIAMONDBACK ENERGY, INC. and GULFPORT ENERGY CORPORATION
Investor Rights Agreement • November 16th, 2012 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Delaware

THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of October 11, 2012, by and between Diamondback Energy, Inc., a Delaware corporation (the “Company”), and Gulfport Energy Corporation, a Delaware corporation (the “Stockholder” or “Gulfport”).

DIAMONDBACK ENERGY, INC. $650,000,000 6.250% Senior Notes due 2053 UNDERWRITING AGREEMENT
Underwriting 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”).

SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF NOVEMBER 1, 2013 AMONG
Credit Agreement • November 5th, 2013 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Texas

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 1, 2013 is among: Diamondback Energy, Inc., a Delaware corporation, as the Parent Guarantor; Diamondback O&G 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”).

UNDERWRITING AGREEMENT
Underwriting Agreement • June 27th, 2014 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York
LEASE AMENDMENT #10 DIAMONDBACK E & P LLC
Diamondback Energy, Inc. • November 5th, 2013 • Crude petroleum & natural gas

FASKEN MIDLAND, LLC, (hereinafter called “Lessor”) and DIAMONDBACK E & P LLC, successor to Windsor Permian, LLC (hereinafter called “Lessee”), for good and valuable consideration the receipt of which is hereby acknowledged, do hereby amend that certain Lease Agreement dated April 19,2011, Lease Amendment #1 dated June 6,2011, Lease Amendment #2 dated August 5, 2011 (surrendered September 30, 2012), Lease Amendment #3 dated September 28, 2011, Lease Amendment #4 dated February 6, 2012, Lease Amendment #5 dated July 25, 2012, Lease Amendment #6 dated December 18, 2012 and Lease Amendment #7 dated _ June 14, 2013. Lease Amendment #8 dated June 14, 2013 and Lease Amendment #9 dated September 3, 2013 (collectively the “Lease Agreement”), covering approximately 11,957 square feet of Net Rentable Area located on Level Twelve (12) of One Fasken Center at 500 West Texas Avenue, Midland, Texas 79701, also known as Suite 1210, under the following terms and conditions:

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MASTER FIELD SERVICES AGREEMENT
Master Field Services Agreement • February 1st, 2013 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Texas

THIS MASTER FIELD SERVICES AGREEMENT (this “Agreement”) is made and entered into to be effective as of January 1, 2013, by and between DIAMONDBACK E&P LLC (“Operator”) and BISON DRILLING AND FIELD SERVICES LLC (“Contractor”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • February 18th, 2014 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Texas

This Purchase and Sale Agreement (referred to herein as the “Agreement”) dated February 14, 2014, is between HENRY RESOURCES LLC, a Texas limited liability company (“Henry Resources”), HENRY PRODUCTION LLC, a Texas limited liability company (“Henry Production”), HENRY TAW PRODUCTION LP, a Texas limited partnership (“Henry TAW”), DAVLIN LP, a Texas limited partnership (“Davlin”), GOOD PROVIDENCE LP, a Texas limited partnership (“Good Providence”), WILLIAM R. FAIR, UTH INVESTMENTS LTD, a Texas limited partnership (“UTH Investments”), PALOMA OIL & RANCH LP, a Texas limited partnership (“Paloma Oil & Ranch”), CHINATI OIL & RANCH LP, a Texas limited partnership (“Chinati Oil & Ranch”), J. CRAIG CORBETT, BAMBANA RESOURCES LP, a Texas limited partnership (“Bambana Resources”), and FC PERMIAN PROPERTIES, INC., a Texas corporation (“FC Permian Properties”) (each, a “Seller,” and collectively, the “Sellers”), and DIAMONDBACK E&P LLC, a Delaware limited liability company (“Diamondback E&P” or “Bu

FORM OF] REGISTRATION RIGHTS AGREEMENT Dated as of , 2012 by and between DIAMONDBACK ENERGY, INC. and DB ENERGY HOLDINGS LLC
Registration Rights Agreement • May 8th, 2012 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of , 2012, by and between Diamondback Energy, Inc., a Delaware corporation (the “Company”), and DB Energy Holdings LLC, a Delaware limited liability company (the “Stockholder”).

FORM OF ADVISORY SERVICES AGREEMENT
Advisory 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”).

RATTLER MIDSTREAM LP 38,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • May 29th, 2019 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York
Windsor Permian, LLC 14301 Caliber Drive, Suite 300 Oklahoma City, Oklahoma 73134 August 20, 2012
Diamondback Energy, Inc. • October 2nd, 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 (this “Agreement”), which amends and restates your employment agreement originally effective as of April 18, 2011, as amended.

SECOND SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 25th, 2019 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York

Second Supplemental Indenture (this “Supplemental Indenture”), dated as of October 12, 2018, among Sidewinder Merger Sub Inc., an Alabama corporation (the “Guaranteeing Subsidiary”), a subsidiary of Diamondback Energy, Inc., a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).

2,000,000 Shares DIAMONDBACK ENERGY, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 18th, 2014 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 1st, 2013 • Diamondback Energy, Inc. • Crude petroleum & natural gas • Oklahoma

First Amendment effective as of January 1, 2013 (this “Amendment”) to the Amended and Restated Employment Agreement dated as of January 1, 2012 (the “Employment Agreement”) by and between Windsor Permian LLC and Teresa Dick (“Employee”), as subsequently assigned to Diamondback E&P LLC (the “Company”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Employment Agreement.

SECOND AMENDMENT TO CREDIT AGREEMENT DATED AS OF NOVEMBER 2, 2020 AMONG RATTLER MIDSTREAM LP, AS PARENT, RATTLER MIDSTREAM OPERATING LLC, AS BORROWER, WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, THE LENDERS PARTY HERETO, AND WELLS...
Credit Agreement • November 5th, 2020 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York

This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 2, 2020, is among: Rattler Midstream LP, a Delaware limited partnership (the “Parent”); Rattler Midstream Operating LLC, a Delaware limited liability company (the “Borrower”); each of the undersigned guarantors (together with the Parent, the “Guarantors”); each of the Lenders (as such term is defined in the Credit Agreement referred to below) party hereto; and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

DIAMONDBACK ENERGY, INC., as the Company DIAMONDBACK E&P LLC, as the Subsidiary Guarantor and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as the Trustee 4.250% Senior Notes due 2052 FIFTH SUPPLEMENTAL INDENTURE Dated as of March 17, 2022 to the...
Diamondback Energy, Inc. • March 17th, 2022 • Crude petroleum & natural gas • New York

FIFTH SUPPLEMENTAL INDENTURE dated as of March 17, 2022 (this “Supplemental Indenture”) by and among DIAMONDBACK ENERGY, INC., a Delaware corporation (referred to herein as the “Company”), DIAMONDBACK E&P LLC, a Delaware limited liability company, as the Subsidiary Guarantor (as defined below), and Computershare Trust Company, National Association, as trustee (referred to herein as the “Trustee”), supplementing the Indenture dated as of December 5, 2019, by and between the Company and the Trustee, as successor trustee to Wells Fargo Bank, National Association (the “Base Indenture” and, as supplemented by this Supplemental Indenture, the “Indenture”).

THIRD SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 25th, 2019 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York

THIRD Supplemental Indenture (this “Supplemental Indenture”), dated as of January 28, 2019, among Energen Corporation, an Alabama corporation, Energen Resources Corporation, an Alabama corporation, and EGN Services, Inc., an Alabama corporation (the “Guaranteeing Subsidiaries”), each a direct or indirect subsidiary of Diamondback Energy, Inc., a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).

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