Item 1.01. Entry into a Material Definitive Agreement.

On May 11, 2020, Viper Energy Partners LLC, as borrower (the "Borrower"), and Viper Energy Partners LP, as parent guarantor, entered into a fifth amendment (the "Fifth Amendment") to the Amended and Restated Senior Secured Revolving Credit Agreement, dated as of July 20, 2018, with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (as amended, supplemented or otherwise modified to the date thereof, the "Credit Agreement").

The Fifth Amendment, among other things, (i) decreased the borrowing base under the Credit Agreement from $775 million to $580 million and (ii) prohibits the Borrower and guarantors from maintaining aggregate cash and cash equivalents (subject to certain exclusions) in an amount greater than $75 million at the time of and immediately after giving effect to any borrowing or the issuance, amendment, renewal or extension of a letter of credit under the Credit Agreement. The decrease of the borrowing base constitutes the May 2020 scheduled redetermination as contemplated by the Credit Agreement.

The preceding summary of the Fifth Amendment is qualified in its entirety by reference to the full text of such amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



Exhibits
Number     Exhibit
 10.1*       Fifth Amendment to Amended and Restated Senior Secured Revolving
           Credit Agreement, dated as of May 11, 2020, among Viper Energy Partners
           LLC, as borrower, Viper Energy Partners LP, as parent guarantor, Wells
           Fargo Bank, National Association, as administrative agent, and the
           lenders party thereto.
  104      Cover Page Interactive Data File - the cover page XBRL tags are embedded
           within the Inline XBRL document.


* Filed herewith.

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