CREDIT AGREEMENT DATED AS OF MAY 28, 2019 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 FARGO SECURITIES, LLC,...Credit Agreement • May 29th, 2019 • Rattler Midstream Lp • Natural gas transmission • New York
THIS CREDIT AGREEMENT, dated as of May 28, 2019, 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 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 BY AND BETWEEN RATTLER MIDSTREAM LP AND ENERGEN RESOURCES CORPORATIONRegistration Rights Agreement • May 29th, 2019 • Rattler Midstream Lp • Natural gas transmission • Texas
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 28, 2019, by and between Rattler Midstream LP, a Delaware limited partnership (the “Partnership”), and Energen Resources Corporation, an Alabama corporation (“Energen”).
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RATTLER MIDSTREAM GP LLCLimited Liability Company Agreement • May 29th, 2019 • Rattler Midstream Lp • Natural gas transmission • Delaware
This First Amended and Restated Limited Liability Company Agreement of Rattler Midstream GP LLC (the “Company”), dated as of May 28, 2019, is entered into by Diamondback Energy, Inc., a Delaware Corporation (“Diamondback”), as sole member of the Company as of the date hereof (in such capacity, the “Sole Member”).
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RATTLER MIDSTREAM LPPartnership Agreement • May 29th, 2019 • Rattler Midstream Lp • Natural gas transmission • Delaware
This First Amended and Restated Agreement of Limited Partnership of Rattler Midstream LP, dated as of May 28, 2019 (the “First A&R Date”), is executed by Rattler Midstream GP LLC, a Delaware limited liability company, as the General Partner, and the Initial Partners (as defined herein), together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.
RATTLER MIDSTREAM LP LONG-TERM INCENTIVE PLAN FORM OF PHANTOM UNIT AGREEMENTPhantom Unit Agreement • May 29th, 2019 • Rattler Midstream Lp • Natural gas transmission • Delaware
THIS PHANTOM UNIT AGREEMENT (this “Agreement”) is made and entered into by and between Rattler Midstream GP LLC, a Delaware limited liability company (the “General Partner”), and (“you”), effective as of (the “Date of Grant”).
RATTLER MIDSTREAM LP 38,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • May 29th, 2019 • Rattler Midstream Lp • Natural gas transmission • New York
SERVICES AND SECONDMENT AGREEMENT AMONG DIAMONDBACK ENERGY, INC. DIAMONDBACK E&P LLC RATTLER MIDSTREAM GP LLC RATTLER MIDSTREAM LP AND RATTLER MIDSTREAM OPERATING LLCServices and Secondment Agreement • May 29th, 2019 • Rattler Midstream Lp • Natural gas transmission • Texas
This Services and Secondment Agreement (this “Agreement”), dated as of May 28, 2019 (the “Effective Date”), is entered into among Diamondback Energy, Inc., a Delaware corporation (“Diamondback”), Diamondback E&P LLC, a Delaware limited liability company (“E&P”), Rattler Midstream GP LLC, a Delaware limited liability company (the “General Partner”), Rattler Midstream LP, a Delaware limited partnership (the “Partnership”) and Rattler Midstream Operating LLC, a Delaware limited liability company (“OpCo”). Diamondback, E&P, the General Partner, the Partnership and OpCo are sometimes herein referred to individually as a “Party” and collectively as the “Parties.”
TAX SHARING AGREEMENT BY AND BETWEEN DIAMONDBACK ENERGY, INC. AND RATTLER MIDSTREAM OPERATING LLCTax Sharing Agreement • May 29th, 2019 • Rattler Midstream Lp • Natural gas transmission • Delaware
This Tax Sharing Agreement (the “Agreement”), dated this 28 day of May 2019, is entered into by and between DIAMONDBACK ENERGY, INC. (“DBE”), a Delaware corporation, and RATTLER MIDSTREAM OPERATING LLC (“Rattler”), a Delaware limited liability company.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RATTLER MIDSTREAM OPERATING LLCLimited Liability Company Agreement • May 29th, 2019 • Rattler Midstream Lp • Natural gas transmission • Delaware
This Second Amended and Restated Limited Liability Company Agreement of Rattler Midstream Operating LLC, dated as of May 28, 2019, is entered into by and between Rattler Midstream LP, a Delaware limited partnership, as Managing Member, and Energen Resources Corporation, an Alabama corporation. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
EQUITY CONTRIBUTION AGREEMENT BY AND BETWEEN RATTLER MIDSTREAM LP AND RATTLER MIDSTREAM OPERATING LLCEquity Contribution Agreement • May 29th, 2019 • Rattler Midstream Lp • Natural gas transmission • Delaware
This Equity Contribution Agreement (this “Agreement”), dated as of May 28, 2019, is entered into by and between Rattler Midstream LP, a Delaware limited partnership (the “Partnership”), and Rattler Midstream Operating LLC, a Delaware limited liability company (the “Rattler LLC”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • May 29th, 2019 • Rattler Midstream Lp • Natural gas transmission • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of May 22, 2019 by and among Rattler Midstream LP, a Delaware limited partnership (the “Partnership”), Rattler Midstream GP LLC, a Delaware limited liability company and general partner of the Partnership (the “General Partner”), and (“Indemnitee”).
EXCHANGE AGREEMENT BY AND AMONG ENERGEN RESOURCES CORPORATION RATTLER MIDSTREAM OPERATING LLC RATTLER MIDSTREAM GP LLC AND RATTLER MIDSTREAM LPExchange Agreement • May 29th, 2019 • Rattler Midstream Lp • Natural gas transmission • Texas
This Exchange Agreement (this “Agreement”), dated as of May 28, 2019, by and among Rattler Midstream LP, a Delaware limited partnership (the “Partnership”), Rattler Midstream GP LLC, a Delaware limited liability company (the “General Partner”), Rattler Midstream Operating LLC, a Delaware limited liability company (the “Operating Company”), and Energen Resources Corporation, an Alabama corporation (“Energen”). The above-named entities are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.”
