Exhibit 10.1
ELEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT
DATED AS OF JUNE 28, 2019
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, NATIONAL ASSOCIATION, THE BANK OF NOVA SCOTIA AND U.S. BANK
NATIONAL ASSOCIATION
AS CO-SYNDICATION AGENTS
ELEVENTH AMENDMENT TO SECOND AMENDED AND
RESTATED CREDIT AGREEMENT
THIS ELEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") dated as of June 28, 2019 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; WELLS FARGO BANK, NATIONAL
ASSOCIATION, as administrative agent for the Lenders (in such capacity, together
with its successors in such capacity, the "Administrative Agent"); and each of
the Secured Swap Parties (as such term is defined in the Credit Agreement
referred to below) party hereto.
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 prior to the date hereof, the "Credit
Agreement"), pursuant to which the Lenders have made certain credit available to
and on behalf of the Borrower.
B.
(1) The Borrower has requested and the Lenders signatory hereto have
agreed to amend certain provisions of the Credit Agreement to, among other
things, contemplate the Parent Guarantor obtaining investment grade credit
ratings, and (2) the Lenders have agreed to increase the Borrowing Base from
$2,650,000,000.00 to $3,400,000,000.00, in each case as set forth herein.
C.
The Borrower has advised the Administrative Agent that each of Frost Bank
and West Texas National Bank (each, an "Exiting Lender" and, collectively, the
"Exiting Lenders") no longer wishes to be a Lender under the Credit Agreement
and has requested that each Exiting Lender's Maximum Credit Amount be
reallocated to the other Lenders as shown on Annex I to the Credit Agreement (as
amended hereby).
D.
Now, therefore, to induce the Administrative Agent, the Lenders, and the
Secured Swap Parties to enter into this 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 Amendment. Unless otherwise indicated, all section references in