Exhibit 10.1
FIFTH AMENDMENT
TO
SECOND AMENDED AND RESTATED
CREDIT AGREEMENT
DATED AS OF NOVEMBER 28, 2017
AMONG
DIAMONDBACK ENERGY, INC.,
AS PARENT GUARANTOR
DIAMONDBACK O&G LLC,
AS BORROWER,
THE OTHER GUARANTORS,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT,
AND
THE LENDERS PARTY HERETO
WELLS FARGO SECURITIES, LLC, AS
SOLE BOOK RUNNER AND SOLE LEAD ARRANGER
JPMORGAN CHASE BANK, N.A., CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
GOLDMAN SACHS BANK USA, CITIBANK, N.A. AND BANK OF AMERICA, N.A., AS
CO-DOCUMENTATION AGENTS
CAPITAL ONE, N.A., THE BANK OF NOVA SCOTIA AND U.S. BANK NATIONAL ASSOCIATION AS
AS CO-SYNDICATION AGENTS
FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
"Fifth Amendment") dated as of November 28, 2017 is among: DIAMONDBACK ENERGY,
INC., a Delaware corporation, as the Parent Guarantor (the "Parent Guarantor");
DIAMONDBACK O&G LLC, a Delaware limited liability company (the "Borrower"); each
of the undersigned guarantors (together with the Parent Guarantor, 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 ("Wells"), as administrative agent for the Lenders (in such
capacity, together with its successors in such capacity, the "Administrative
Agent").
R E C I T A L S
A.The Parent Guarantor, the Borrower, the Administrative Agent and the Lenders
are parties to that certain Second Amended and Restated Credit Agreement dated
as of November 1, 2013, as amended by that certain First Amendment dated as of
June 9, 2014, that certain Second Amendment dated as of November 13, 2014, that
certain Third Amendment dated as of June 21, 2016, and that certain Fourth
Amendment dated as of December 15, 2016 (as such may be further amended,
modified or supplemented, the "Credit Agreement"), pursuant to which the Lenders
have made certain credit available to and on behalf of the Borrower.
B.The Borrower has requested and all of the Lenders have agreed to amend certain
provisions of the Credit Agreement as set forth herein.
C.Now, therefore, to induce the Administrative Agent and the Lenders to enter
into this Fifth Amendment and in consideration of the premises and the mutual
covenants herein contained, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1.Defined Terms. Each capitalized term used herein but not otherwise
defined herein has the meaning given such term in the Credit Agreement, as
amended by this Fifth Amendment. Unless otherwise indicated, all section
references in this Fifth Amendment refer to sections of the Credit Agreement.
Section 2.
Amendments to Credit Agreement.
2.1
Amendments to Section 1.02. Section 1.02 is hereby amended by:
(a)
amending or adding in the appropriate alphabetical order the following
terms:
"'Acquisition Swaps' has the meaning assigned such term in Section
9.18(a)(i)(C).
'Aggregate Elected Commitment Amount' at any time shall equal the sum of the
Elected Commitment Amounts, as the same may be modified from time to time