Item 1.01. Entry into a Material Definitive Agreement.

On June 2, 2021, Viper Energy Partners LLC, as borrower ("Viper"), and Viper Energy Partners LP, as guarantor, entered into a seventh amendment (the "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, and as further amended by the Amendment, the "Credit Agreement").

The Amendment, among other things, (i) extended the maturity date to June 2, 2025, (ii) changed the interest rates applicable to the loans under the Credit Agreement and certain fees payable under the Credit Agreement, and (iii) added a financial covenant requiring the ratio of secured debt to EBITDAX (as each is defined in the Credit Agreement) to be not greater than 2.50 to 1.0. Outstanding borrowings under the Credit Agreement bear interest at a per annum rate elected by Viper that is equal to an alternate base rate (which is equal to the greatest of the prime rate, the Federal Funds effective rate plus 0.50%, and 3-month LIBOR plus 1.0%) or LIBOR, in each case plus the applicable margin. After giving effect to the Amendment, (i) the applicable margin ranges from 1.00% to 2.00% per annum in the case of the alternate base rate, and from 2.00% to 3.00% per annum in the case of LIBOR and (ii) the commitment fee ranges from 0.375% to 0.500% per annum on the unused portion of the commitment. The applicable margin and the commitment fees depend on the amount of loans and letters of credit outstanding in relation to the commitment, which is defined as the least of the maximum credit amount, the aggregate elected commitment amount and the borrowing base. In the Amendment, the maximum credit amount remains $2.0 billion, the aggregate elected commitment amount was established at $500 million, and the borrowing base was reaffirmed at $580 million.

The preceding summary of the Amendment is qualified in its entirety by reference to the full text of the 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.

(d) Exhibits
Number              Description
    10.1              Seventh Amendment to Amended and Restated Senior Secured Revolving Credit
                    Agreement and Second Amendment to Guaranty and Collateral Agreement, dated as
                    of June 2, 2021, by and 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.

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