Exhibit 10.1


 


Execution Version


 


SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


 


This SECOND AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”), dated as of April 20, 2022 (the “Second
Amendment Effective Date”), is among CIVITAS RESOURCES, INC., a Delaware corporation (the “Borrower”); each
of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Credit Parties”);
each of the Lenders that is a signatory hereto (including the New Lenders (as defined below)); and JPMORGAN CHASE BANK, N.A., as administrative
agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).


 


Recitals


 


A.        The Borrower, the Administrative Agent, the Lenders and the Issuing Banks are parties to that certain Amended and Restated Credit Agreement
dated as of November 1, 2021 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit
Agreement”), pursuant to which the Lenders have, subject to the terms and conditions set forth therein, made certain credit
available to and on behalf of the Borrower.


 


B.        The Borrower has requested that each of The Toronto-Dominion Bank, New York Branch and Zions Bancorporation, N.A. dba Amegy Bank (each
a “New Lender”, and collectively, the “New Lenders”) become a Lender under the Credit Agreement
with a Maximum Credit Amount as of the Second Amendment Effective Date in the amounts shown on Schedule 1.2 to the Credit Agreement (as
amended hereby).


 


C.        The parties hereto desire to enter into this Second Amendment to, among other things, (i) amend the Credit Agreement as set forth in Section
2 hereof, (ii) evidence the increase of the Borrowing Base from $1,000,000,000 to $1,700,000,000 as set forth in Section 4.1
hereof and (iii) evidence the increase of the Elected Loan Limit from $800,000,000 to $1,000,000,000 as set forth in Section 4.2
hereof, in each case, as set forth herein and to be effective as of the Second Amendment Effective Date.


 


NOW, THEREFORE, 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 which is defined in the Credit Agreement, but which is not defined in this Second Amendment, shall have the meaning
ascribed such term in the Credit Agreement, as amended hereby. Unless otherwise indicated, all section references in this Second Amendment
refer to the Credit Agreement.


 


Section 2.         Amendments
as of the Second Amendment Effective Date. In reliance on the representations, warranties, covenants and agreements contained in this
Second Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, the Credit Agreement
shall be amended effective as of the Second Amendment Effective Date, in the manner provided in this Section 2.


 






    1 


     


    

 


2.1        Amendments
to Credit Agreement. The Credit Agreement (other than the signature pages, Schedules and Exhibits thereto) is hereby amended in its
entirety to read as set forth in Annex I attached hereto.


 


2.2        Schedule
1.1 to the Credit Agreement. Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety in the form of Schedule
1.1 attached hereto, and Schedule 1.1 attached hereto shall be deemed to be attached as Schedule 1.1 to the Credit
Agreement.


 


2.3        Replacement of Schedule 1.2 to the Credit Agreement. Schedule 1.2 to the Credit Agreement is hereby amended and restated in its
entirety in the form of Schedule 1.2 attached hereto, and Schedule 1.2 attached hereto shall be deemed to be attached as
Schedule 1.2 to the Credit Agreement. Immediately after giving effect to this Second Amendment and any Borrowings made on the Second Amendment
Effective Date, (a) each Lender (including each New Lender) who holds Loans in an aggregate amount less than its Applicable Revolving
Credit Percentage of all Loans shall advance new Loans which shall be disbursed to the Administrative Agent and used to repay Loans outstanding
to each Lender who holds Loans in an aggregate amount greater than its Applicable Revolving Credit Percentage of all Loans, (b) each Lender’s
(including each New Lender’s) participation in each Letter of Credit, if any, shall be automatically adjusted to equal its Applicable
Revolving Credit Percentage, (c) such other adjustments shall be made as the Administrative Agent shall specify so that the Revolving
Credit Exposure applicable to each Lender (including each New Lender) equals its Applicable Revolving Credit Percentage of the aggregate
Revolving Credit Exposure of all Lenders and (d) upon request by each applicable Lender, the Borrower shall be required to make any break
funding payments owing to such Lender that are required under Section 5.02 of the Credit Agreement (prior to giving effect to the Second
Amendment) as a result of the reallocation of Loans and adjustments described in this Section 2.3 or the conversion of Loans pursuant
to Section 3 hereof.


 


2.4        Schedule
7.14 to the Credit Agreement. Schedule 7.14 to the Credit Agreement is hereby amended and restated in its entirety in the form
of Schedule 7.14 attached hereto, and Schedule 7.14 attached hereto shall be deemed to be attached as Schedule 7.14 to
the Credit Agreement.


 


2.5        Exhibit B to the Credit Agreement. Exhibit B to the Credit Agreement is hereby amended and restated in its entirety in the form
of Exhibit B attached hereto, and Exhibit B attached hereto shall be deemed to be attached as Exhibit B to the Credit Agreement.


 


Section
3.          Outstanding Eurodollar Loans. Notwithstanding
anything to the contrary set forth in this Second Amendment or the Credit Agreement, as amended hereby, the parties hereto agree and
acknowledge that all “Eurodollar Loans” (under and as defined in the Credit Agreement immediately prior to giving effect
to the Second Amendment) that are outstanding immediately prior to the effectiveness of the Second Amendment (if any) shall, on the
Second Amendment Effective Date, be rearranged and converted into new Term Benchmark Loans with the Interest Periods indicated in
any Revolving Credit Borrowing Request delivered to the Administrative Agent pursuant to Section 2.03 of the Credit Agreement and/or
ABR Loans, in each case, in connection with the reallocations and adjustments set forth in Section 2.3 hereof, and which
Loans shall thereafter be subject to the terms and conditions of the Credit Agreement, as amended hereby.


 






    2 


     


    

 


Section 4.         Borrowing Base and Election of Elected Loan
Limit.


 


4.1        Borrowing Base. In reliance on the representations, warranties, covenants and agreements contained in this Second Amendment, and
subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, the Administrative Agent and each of the
Lenders (including the New Lenders) hereby agrees that, effective as of the Second Amendment Effective Date, the Borrowing Base is hereby
increased from $1,000,000,000 to $1,700,000,000, and the Borrowing Base shall remain at $1,700,000,000 until the next Scheduled Redetermination,
Interim Redetermination or other adjustment of the Borrowing Base thereafter, whichever occurs first pursuant to the terms of the Credit
Agreement. The redetermination of the Borrowing Base provided for in this Section 4.1 shall constitute the Scheduled Redetermination
scheduled for on or about April 1, 2022 for purposes of Section 2.06 of the Credit Agreement.


 


4.2        Election of Elected Loan Limit. In reliance on the representations, warranties, covenants and agreements contained in this Second
Amendment, subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, and in connection with the Borrowing
Base increase provided for in Section 4.1 hereof, the Administrative Agent, the Lenders (including the New Lenders) and the Borrower
agree that the Elected Loan Limit shall be increased from $800,000,000 to $1,000,000,000, and shall remain at $1,000,000,000 until subsequently
decreased or increased pursuant to Section 2.01(b) of the Credit Agreement.


 


Section 5.          Conditions Precedent. The effectiveness
of this Second Amendment is subject to the following:


 


5.1       
Counterparts. The Administrative Agent shall have received counterparts of this Second Amendment from (a) each of the Credit Parties
and (b) each of the Lenders (including the New Lenders).


 


5.2        Fees. The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Second Amendment
Effective Date, including the Upfront Fees (as defined below).


 


5.3        Upfront Fees. The Administrative Agent shall have received, for the for the account of each of the Increasing Lenders (as defined
below), upfront fees (the “Upfront Fees”) in an aggregate amount for each such Increasing Lender equal to fifty-two
and one-half basis points (0.525%) of the amount of such Increasing Lender’s Increased Commitment (as defined below). As used herein,
 “Increasing Lender” means each Lender (including each New Lender) whose Commitment after giving effect to this Second
Amendment exceeds such Lender’s Commitment, if any, that was in effect immediately prior to giving effect to this Second Amendment,
and “Increased Commitment” means the amount of such excess. The entire amount of the Upfront Fees will be fully earned
and shall be due and payable in full on, and subject to the occurrence of, the Second Amendment Effective Date.


 






    3 


     


    

 


5.4        Notes. The Administrative Agent shall have received duly executed Revolving Credit Notes (or any amendment and restatement thereof,
as the case may be) payable to each Revolving Credit Lender (including each New Lender) requesting a Revolving Credit Note (to the extent
requested at least two (2) Business Days prior to the Second Amendment Effective Date) dated as of the date hereof.


 


5.5        Other Documents.
The Administrative Agent shall have received such other documents as the Administrative Agent or counsel to the Administrative Agent may
reasonably request.


 


Section 6.         Joinder of New Guarantor.


 


6.1       Notice of New
Restricted Subsidiary. The Borrower hereby notifies the Administrative Agent and the Lenders that it has acquired Civitas North, LLC,
a Colorado limited liability company (formerly known as Bison Oil & Gas II, LLC) (“Civitas North”). On the date
that is thirty (30) calendar days after the Second Amendment Effective Date (or such later date as the Administrative Agent may agree
in its reasonable discretion), (a) the Borrower will have caused Civitas North to Guarantee the Obligations pursuant to the Guarantee
Agreement and (b) the Administrative Agent shall have received executed copies of the supplements and other items as more fully described
in the second sentence of Section 8.14(b) of the Credit Agreement.


 


6.2
       Limited Waiver. In reliance on the representations, warranties, covenants and
agreements contained in this Second Amendment and notwithstanding any limitations set forth in the Credit Agreement and subject to
the satisfaction of the conditions precedent in Section 5 hereof, the Lenders party hereto waive (a) any Default or Event of
Default caused by the Borrower’s failure to cause Civitas North to become a Credit Party under the Credit Agreement, to
Guarantee the Obligations, to provide Collateral and to otherwise comply with Section 8.14(b) of the Credit Agreement, in each case,
as and when required by Section 8.14(b) of the Credit Agreement and (b) any other Default or Event of Default directly related to or
resulting from such failure; provided that nothing contained in this Section 6.2, nor any past indulgence by the
Administrative Agent or any Lender nor any other action or inaction on behalf of the Administrative Agent or any Lender, shall
constitute or be deemed to constitute a consent to, or waiver of, any other action or inaction of the Borrower or any of the other
Credit Parties which constitutes (or would constitute) a violation of any provision of the Credit Agreement or any other Loan
Document, or which results (or would result) in a Default or Event of Default under the Credit Agreement or any other Loan Document,
nor shall this limited waiver constitute a course of conduct or dealing among the parties. Other than as expressly set forth in Section
6.1 hereof, the Administrative Agent and the Lenders shall have no obligation to grant any future extensions, waivers, consents
or amendments with respect to the Credit Agreement or any other Loan Document, and the parties hereto agree that this limited waiver
shall not waive, affect or diminish any right of the Administrative Agent and the Lenders to hereafter demand strict compliance with
the Credit Agreement and the other Loan Documents.


 






    4 


     


    

 


Section 7.         New Lenders.
Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit
Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit
Agreement, to the same extent as if such New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes
the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under
the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are
reasonably incidental thereto. Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action
necessary, to execute and deliver this Second Amendment, to consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered
pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Second Amendment and to become a Lender on the basis of which it has made such analysis and decision
independently and without reliance on the Administrative Agent or any other Lender, and (c) from and after the Second Amendment Effective
Date, it shall be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and have the rights
and obligations of a Lender thereunder.


 


Section 8.         Miscellaneous.


 


8.1        Confirmation and Effect. The provisions of the Credit Agreement (as amended by this Second Amendment) shall remain in full force
and effect in accordance with its terms following the effectiveness of this Second Amendment, and this Second Amendment shall not constitute
a waiver of any provision of the Credit Agreement or any other Loan Document. Each reference in the Credit Agreement to “this Agreement”,
 “hereunder”, “hereof’, “herein”, or words of like import shall mean and be a reference to the Credit
Agreement as amended hereby, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or
delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.


 


8.2        Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this
Second Amendment, (b) ratifies and affirms its obligations under the Loan Documents to which it is a party, (c) acknowledges, renews
and extends its continued liability under the Loan Documents to which it is a party, (d) agrees, with respect to each Credit Party that
is a Guarantor, that its Guarantee under the Guarantee Agreement remains in full force and effect with respect to the Obligations as
amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such
Credit Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material
respects as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof and the provisions set
forth in Section 6 hereof except (i)  to the extent any such representations and warranties are expressly limited to an earlier
date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material
respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by
materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true
and correct in all respects, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and
performance by such Credit Party of this Second Amendment are within such Credit Party’s corporate, limited partnership or limited
liability company powers (as applicable), have been duly authorized by all necessary action and that this Second Amendment constitutes
the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof
may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants
to the Lenders and the Administrative Agent that, after giving effect to this Second Amendment, no Event of Default exists.


 






    5 


     


    

 


8.3          Counterparts. This Second Amendment may be executed by one or more of the parties hereto in any number of separate counterparts,
and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Second Amendment
by fax or electronic transmission (e.g. “.pdf”) shall be effective as delivery of a manually executed original counterpart
hereof. The execution and delivery of this Second Amendment shall be deemed to include electronic signatures on electronic platforms approved
by the Administrative Agent, which shall be of the same legal effect, validity or enforceability as delivery of a manually executed signature,
to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions
Act; provided that, upon the request of any party hereto, such electronic signature shall be promptly followed by the original
thereof.


 


8.4         No
Oral Agreement. This written Second Amendment,
the Credit Agreement and the other Loan Documents executed in connections herewith and therewith represent the final agreement
between the parties and may not be contradicted by evidence of prior, contemporaneous, or unwritten oral agreements of the parties.
there are no subsequent oral Agreements Between the parties that modify the agreements of the parties in the Credit Agreement and
the other Loan Documents.


 


8.5          Governing
Law. This Second Amendment (including, but not limited to, the validity and
enforceability hereof) shall be governed by, and construed in accordance with, the laws of the State of New York.


 


8.6          Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs
and expenses incurred in connection with this Second Amendment, any other documents prepared in connection herewith and the transactions
contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.


 


8.7          Severability. Any provision of this Second Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof,
and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.


 


8.8          Successors and Assigns. This Second Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.


 


[Signature Pages Follow.]


 






    6 


     


    

 


The parties hereto have caused this Second Amendment to be duly
executed as of the day and year first above written.


 


	BORROWER:	CIVITAS RESOURCES, INC.
	 	 
	 	 
	 	By:	/s/
    Marianella Foschi
	 	Name: 	Marianella Foschi
	 	Title:	Chief Financial Officer



 


Signature Page
to Second Amendment to Amended and Restated Credit Agreement


Civitas Resources,
Inc.









 






     


     


    








 


	 	GUARANTORS:
	 	 
	 	BONANZA CREEK
    ENERGY OPERATING COMPANY, LLC 
	 	HOLMES EASTERN
    COMPANY, LLC
	 	ROCKY MOUNTAIN
    INFRASTRUCTURE, LLC 
	 	HIGHPOINT RESOURCES
    CORPORATION
	 	HIGHPOINT OPERATING
    CORPORATION
	 	FIFTH POCKET
    PRODUCTION, LLC
	 	EXTRACTION OIL
    & GAS, INC.
	 	EXTRACTION FINANCE
    CORP.
	 	MOUNTAINTOP MINERALS,
    LLC 
	 	TABLE MOUNTAIN
    RESOURCES, LLC
	 	NORTHWEST CORRIDOR
    HOLDINGS, LLC
	 	XTR MIDSTREAM,
    LLC
	 	7N, LLC
	 	8 NORTH, LLC 
	 	AXIS EXPLORATION,
    LLC
	 	XOG SERVICES,
    LLC 
	 	RAPTOR CONDOR
    MERGER SUB 2, LLC
	 	CRESTONE PEAK
    RESOURCES GP INC.
	 	CRESTONE PEAK
    RESOURCES LLC
	 	CRESTONE PEAK
    RESOURCES ACQUISITION COMPANY I LLC
	 	CRESTONE PEAK
    RESOURCES OPERATING LLC
	 	CRESTONE PEAK
    RESOURCES MIDSTREAM LLC 
	 	CRESTONE PEAK
    RESOURCES HOLDINGS LLC 
	 	COLLEGIATE HOLDINGS
    LLC
	 	CRESTONE PEAK
    RESOURCES WATKINS MIDSTREAM LLC 
	 	CRESTONE PEAK
    RESOURCES WATKINS HOLDINGS LLC 
	 	CRESTONE PEAK
    RESOURCES LP
	 	 
	 	 
	 	By:	/s/ Marianella Foschi
	 	Name:	Marianella Foschi 
	 	Title:	Chief Financial Officer







 


Signature Page
to Second Amendment to Amended and Restated Credit Agreement


Civitas Resources,
Inc.


 






    


     


    

 





	 	JPMORGAN CHASE BANK, N.A.,
	 	as Administrative Agent and a Lender
	 	 
	 	 
	 	By:	/s/ Umar Hassan
	 	Name:	 Umar Hassan
	 	Title:	Authorized Officer





 


Signature
Page to Second Amendment to Amended and Restated Credit Agreement


Civitas
Resources, Inc.



 






    


     


    










 


	 	BANK OF AMERICA, N.A., 
	 	as a Lender
	 	 
	 	 
	 	By:	/s/ Ronald E. McKaig
	 	Name:	Ronald E. McKaig
	 	Title:	Managing Director







 


Signature
Page to Second Amendment to Amended and Restated Credit Agreement


Civitas
Resources, Inc.



 






    


     


    

 


	 	CITIBANK, N.A.,
	 	as a Lender
	 	 
	 	 
	 	By:	/s/ Cliff Vaz
	 	Name:	Cliff Vaz
	 	Title:	Vice President





 


Signature
Page to Second Amendment to Amended and Restated Credit Agreement


Civitas
Resources, Inc.



 






    


     


    

 








	 	FIFTH THIRD BANK,
	 	NATIONAL ASSOCIATION,
	 	as a Lender
	 	 
	 	By:	/s/ Jonathan H. Lee
	 	Name:	Jonathan H. Lee
	 	Title:	Managing Director




 


Signature
Page to Second Amendment to Amended and Restated Credit Agreement


Civitas
Resources, Inc.



 






    


     


    







 


	 	KEYBANK NATIONAL ASSOCIATION, 
	 	as a Lender
	 	 
	 	 
	 	By:	/s/
    George McKean 
	 	Name:	George McKean 
	 	Title:	Senior Vice President



 


Signature
Page to Second Amendment to Amended and Restated Credit Agreement


Civitas
Resources, Inc.



 






    


     


    





 


	 	PNC BANK,
	 	NATIONAL ASSOCIATION, 

as a Lender
	 	 	 
	 	 	 
	 	By:	/s/
    John Engel
	 	Name:	 John Engel
	 	Title:	Senior Vice President



 


Signature
Page to Second Amendment to Amended and Restated Credit Agreement


Civitas
Resources, Inc.




 



    


     


    

 


	 	ROYAL BANK OF CANADA,
	 	as a Lender




 





	 	By:	/s/
    Emilee Scott
	 	Name:	Emilee Scott
	 	Title:	Authorized Signatory


 





Signature
Page to Second Amendment to Amended and Restated Credit Agreement


Civitas
Resources, Inc.




 



    


     


    

 


	 	TRUIST
    BANK,
	 	as
    a Lender




 


 


	 	By:	/s/
    Benjamin L. Brown
	 	Name:	Benjamin L. Brown
	 	Title:	Director



 


Signature
Page to Second Amendment to Amended and Restated Credit Agreement


Civitas
Resources, Inc.




 



    


     


    




 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/  Bruce
    Hernandez
	 	Name:	Bruce Hernandez
	 	Title:	Senior Vice President





 



Signature
Page to Second Amendment to Amended and Restated Credit Agreement


Civitas
Resources, Inc.



 



    


     


    

 


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/  Jonathan
    Herrick
	 	Name:	Jonathan Herrick
	 	Title:	Director


 






Signature
Page to Second Amendment to Amended and Restated Credit Agreement


Civitas
Resources, Inc.



 



    


     


    

 


	 	CAPITAL ONE, NATIONAL ASSOCIATION, 

as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Christopher Kuna
	 	Name:	Christopher Kuna
	 	Title:	Senior Director



 


Signature
Page to Second Amendment to Amended and Restated Credit Agreement


Civitas
Resources, Inc.



 



    


     


    





 


	 	TORONTO-DOMINION BANK, NEW YORK BRANCH,
	 	as a New Lender
	 	 	 
	 	By:	/s/ Michael Borowiecki
	 	Name:	Michael Borowiecki
	 	Title:	Authorized Signatory





 



Signature
Page to Second Amendment to Amended and Restated Credit Agreement


Civitas
Resources, Inc.



 






    


    


    

 


	 	ZIONS BANCORPORATION, N.A. dba
	 	AMEGY BANK,
	 	as a New Lender
	 	 	 
	 	By:	/s/ Kevin Donaldson
	 	Name:	Kevin Donaldson
	 	Title:	SVP







 


Signature
Page to Second Amendment to Amended and Restated Credit Agreement


Civitas
Resources, Inc.



 






    


    


    

 


	 	BOKF, N.A.,
	 	as Lender
	 	 	 
	 	By:	/s/ Benjamin H. Adler
	 	Name:	Benjamin H. Adler
	 	Title:	Senior Vice President







 


Signature
Page to Second Amendment to Amended and Restated Credit Agreement


Civitas
Resources, Inc.



 






    


    


    

 


	 	COMERICA BANK,
	 	as a Lender
	 	 	 
	 	By:	/s/ Cassandra Lucas
	 	Name: 	Cassandra Lucas
	 	Title:	Portfolio Manager




 


Signature
Page to Second Amendment to Amended and Restated Credit Agreement


Civitas
Resources, Inc.



 






    


    


    

 


	 	CREDIT SUISSE AG, NEW YORK BRANCH,
	 	as a Lender
	 	 	 
	 	By:	/s/ Komal Shah
	 	Name:	Komal Shah
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	/s/ Michael Dieffenbacher
	 	Name:	Michael Dieffenbacher
	 	Title:	Authorized Signatory




 


Signature
Page to Second Amendment to Amended and Restated Credit Agreement


Civitas
Resources, Inc.



 






    


    


    

 


	 	GOLDMAN SACHS BANK USA,
	 	as a Lender
	 	 	 
	 	By:	/s/ Dan Martis
	 	Name:	Dan Martis
	 	Title:	Authorized Signatory




 


Signature
Page to Second Amendment to Amended and Restated Credit Agreement


Civitas
Resources, Inc.