On January 24, 2018, Diamondback Energy, Inc. and certain subsidiary guarantors entered into a Purchase Agreement (the Purchase Agreement") with Wells Fargo Securities, LLC, as representative of the several initial purchasers named therein (the Initial Purchasers"), in connection with Diamondback's private placement of senior notes. The Purchase Agreement provides for, among other things, the issuance and sale by Diamondback of $300,000,000 aggregate principal amount of 5.375% Senior Notes due 2025 (the New Notes") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act"), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act (the New Notes Offering"). The New Notes were issued as additional securities under an existing indenture (the Existing Indenture"), dated December 20, 2016, among Diamondback, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as the trustee (the Trustee"), as supplemented by that certain First Supplemental Indenture, dated January 29, 2018, among Diamondback, the subsidiary guarantors party thereto and the Trustee (the First Supplemental Indenture" and, together with the Existing Indenture, the Indenture"). Diamondback previously issued $500,000,000 aggregate principal amount of 5.375% Senior Notes due 2025 under the Existing Indenture in a private placement completed on December 20, 2016, all of which were subsequently exchanged for substantially identical notes in the same aggregate principal amount (the Existing Notes" and, together with the New Notes," the Notes"). The New Notes Offering closed on January 29, 2018. In the New Notes Offering, Diamondback received approximately $308.4 million in net proceeds, after deducting the Initial Purchasers' discount and its estimated offering expenses, but disregarding accrued interest. Diamondback intends to use all of the net proceeds from the New Notes Offering to repay a portion of the outstanding borrowings under its revolving credit facility. In connection with the New Notes Offering, the lenders under Diamondback's revolving credit facility waived the borrowing base decrease that would have been triggered in connection with the New Notes Offering. Immediately following the completion of the New Notes Offering and the application of the net proceeds thereof, Diamondback's borrowing base remained $1.8 billion, Diamondback's elected commitment was $1.0 billion, and Diamondback had $911.4 million of available borrowing capacity under its revolving credit facility.