Exhibit





EXHIBIT 10.1





Amendment No. 1 
to 
Purchase and Sale Agreement
This Amendment No. 1 (this “Amendment”) to the Purchase and Sale Agreement, dated as of August 2, 2018 (the “Agreement”), is entered into as of March 27, 2020 by and between BP Products North America Inc., a Maryland corporation (“BP” or “Buyer”), and Centennial Resource Production, LLC, a Delaware limited liability company (“Centennial” or “Producer”). BP and Centennial are each individually referred to as “Party” and jointly as “Parties.” 
RECITALS
WHEREAS, the Parties entered into the Agreement on August 2, 2018; 
WHEREAS, capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Agreement; and
WHEREAS, the Parties wish to amend the Agreement to (i) adjust the commencement date and term of Period 2 and (ii) replace Exhibit A1 to the Agreement with Exhibit A1 attached to this Amendment, which lists the wells for purposes of Period 1.
NOW, THEREFORE, for and in consideration of the mutual agreements herein contained, the benefits to be derived by BP and Centennial, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 
AGREEMENT
		
	1.
	The last sentence of the first paragraph of Section 1(b)(ii) of the Agreement is hereby deleted and replaced with the following:


“Period 2” will commence on January 1, 2021 and continue for four (4) years and five (5) months from such commencement date (i.e. ending on May 31, 2025).”
		
	2.
	Exhibit A1 to the Agreement is hereby deleted and replaced with Exhibit A1 attached to this Amendment. 


		
	3.
	Except as expressly modified hereby, the Agreement and all documents, instruments, and agreements related thereto are hereby ratified and confirmed in all respects and shall continue in full force and effect. The execution, delivery, and effectiveness of this Amendment shall not operate as a waiver of any right, power, or remedy of either Party under the Agreement, nor constitute a waiver of any provision of the Agreement.  The Agreement shall, together with this Amendment, be read and construed as a single agreement. All references in the Agreement and any related documents, instruments, and agreements shall hereafter refer to the Agreement as modified hereby.


		
	4.
	The Parties acknowledge that this Amendment shall be governed by the terms of Sections 5, 6 and 9 of the Agreement, and such provisions shall be incorporated herein, mutatis mutandis.


		
	5.
	This Amendment may be executed in one or more counterparts (including by means of telecopied signature page or as a PDF or similar attachment to an electronic communication), all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties hereto and delivered to the other Party.








[Signature page follows]













IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 as of the date first written above.


	
					
	BP Products North America Inc. 
	 
	Centennial Resource Development, Inc. 

	 
	 
	 
	 
	 

	By:
	/s/ Dan Wise
	 
	By:
	/s/ Sean R. Smith

	 
	Name: Dan Wise
	 
	 
	Name: Sean R. Smith

	 
	Title: GCH BP IST GCRUDE
	 
	 
	Title: Vice President and Chief Operating Officer










[Signature Page to Amendment No. 1 to Purchase and Sale Agreement]








Exhibit A1
(List of wells which will comprise the group making up Period 1 Volume) 
	
	
	Balmorhea State 1H

	Asadero 3 State Com 502H

	Asadero 3 State Com 503H

	Chorizo 12 State Com 601H

	Tour BUS 23 State #101H 

	Tour BUS 23 State #301H

	Tour BUS 23 State #502H

	Tour BUS 23 State #503H

	Tour BUS 23 State #504H

	Tour BUS 23 State #505H

	Tour BUS 23 State #506H

	Tour BUS 23 State #601H

	Vitalizer State #1H

	Vitalizer State #502H

	Winnebago 30 State Com 501H (ip 3/6/20)

	Winnebago 30 State Com 502H (ip 3/6/20)

	Winnebago 30 State Com 503H (ip 3/6/20)

	Winnebago 30 State Com 504H (ip 3/6/20)

	Balmorhea State A 2H

	Balmorhea State G 8H

	Balmorhea State H 9H

	Balmorhea State I 10H

	Balmorhea State B 3H

	Balmorhea State C 4H 

	Balmorhea State E 6H

	Balmorhea State F 7H

	Balmorhea State L T45H

	Barracuda B U47H

	Barracuda A U39H 

	Barracuda C U31H 

	Barracuda D T35H 

	Bentz 2H

	Big Fundamental 4-52 #1H

	Birdman A U03H 

	Blazing Saddles State A U49H

	Blue Crest 2H(Share lact unit)

	Blue Crest 4H (Share lact unit)

	Blue Crest 3H

	C.H. Knight 1H (Share lact unit)

	C.H. Knight 2H (Share lact unit)

	C.H. Knight 3H (Share lact unit)

	C.H. Knight 6H

	C.H. Knight U13H

	C.H. Knight State A 7H

	Casino Royale St 1H

	Doc Gardner 1H

	Doc Gardner 2H

	Doc Gardner 3H

	Doc Gardner A U23H

	Doc Hudson T 04H

	Doc Hudson U 03H

	Doc Hudson U 08H






	
	
	 




(1)  Producer shall update Exhibit A1 as necessary from time to time to maintain the Period 1 Volume and provide a copy of the updated Exhibit A1 to BP. The wells listed on this Exhibit A1 are listed for the purposes of nominating, scheduling, and tracking volumes received by BP into the Oryx Pipeline during Period 1. The Parties acknowledge and agree that this Agreement does not involve a dedication of, or other burden affecting, the wells listed above.




A1-1





	
	
	Doc Hudson U 20H 

	Doc Martens Unit U03H

	Doc Martens Unit U09H

	Doc Martens Unit U16H

	Doc Watson T 01H 

	Doc Watson U 06H 

	Eady A 4-59-60 1H

	Eady B 4-59-60 2H

	Eady C 4-59-60 U16H

	Eady D 4-59-60 U09H

	Ebay Unit A 1H (est ip 3/25/20)

	Ebay Unit B 2H (est ip 3/25/20)

	Folk Rolwing A4-34-33 #1H

	Full Nelson 2H (Hoefs Ranch 1H)

	Gibson L 3RH (aka Roadrunner 3H)

	Gibson L U13H

	Gibson L U21H

	Goldfinger 1H

	Highlander U49H

	Highlander A U04H (est ip 3/13/20)

	Highlander B U12H (est ip 3/13/20)

	Highlander C U19H (est ip 3/13/20)

	Highlander D U27H

	Highlander E U34H

	Highlander F U42H

	Hoefs Trust 1H

	Iceman 4-24 23 #1H

	Iron Eagle Unit A U49H

	Iron Eagle Unit A U30H

	Iron Eagle Unit B U21H

	Iron Eagle Unit B U05H

	Iron Eagle Unit B U13H

	Iron Eagle Unit B C06H 

	Iron Eagle Unit B C16H 

	Jaguar 1H

	Jaguar 2H

	Jaguar 3H

	Little Fundamental 4-52 #2H

	Lucy Prewit U 35H 

	Lucy Prewit U 42H

	Lucy Prewit U 49H 

	Matador 6-33 3H

	Moonraker 1H

	Nicholas E U04H 

	Nicholas F U13H 

	Nicholas G U21H 

	Ninja 4-50-49 1H

	Ninja 4-50-49 2H

	Ninja 4-50-49 3H

	Ninja 4-50-49 4H

	Ninja 4-50-49 5H

	Parker 5-43 C9-12 1H

	Parker A Unit 2H

	Parker B 3H 

	Parker D U04H

	Parker E U37H

	Parker F U46H

	Pistol C 18-24 1H

	Pop 4-59-60 #1H

	Pop  D 4-59-60 U31H

	Pop  E 4-59 60 B32H

	Pop B 4-59 60 2H

	Pop C 4-59 60 3H






A1-2









	
	
	Powder Keg A U5H

	Powder Keg C U49H

	Predator East U41H

	Predator East U48H

	Predator East U33H

	Predator West U25H

	Predator West U 04H 

	Predator West U 18H 

	Prewitt U31H

	Prewitt U40H

	Prewitt U49H

	Prewitt T36H

	Prewitt T45H

	Red Crest 2H

	Red Crest 3H

	Red Crest 4H

	Sieber Trust 1H (East CTB)

	Sieber Trust 3H (West CTB)

	Sieber Trust4H (East CTB)

	Sieber Trust B13H

	Sieber Trust U13H

	Sieber Trust B05H (West CTB)

	Sieber Trust B21H (East CTB)

	Sieber Trust C09H (West CTB)

	Sieber Trust C17H (East CTB)

	Skyfall 1H

	State Rifleman C18 BT30H 

	Stephens B U06H (est ip 4/14/20)

	Stephens C T12H (est ip 4/14/20)

	Sundown 1H 

	Sunny D State Unit U05H

	Sunny D State Unit U14H

	Sunny D State Unit U23H

	Tin Star G U17H(east ip 3/18/20)

	Tin Star H T10H (est ip 3/18/20)

	Tin Star I U30H (est ip 3/18/20)

	War Eagle A Unit U30H

	War Eagle A Unit U38H

	War Eagle B Unit U03H 

	War Eagle Unit B U12H 

	Wicked Ram L49H

	Asadero 3 State Com 502H

	Asadero 3 State Com 503H

	Chorizo 12 State Com 601H

	Tour BUS 23 State #101H 

	Tour BUS 23 State #301H

	Tour BUS 23 State #502H

	Tour BUS 23 State #503H

	Tour BUS 23 State #504H

	Tour BUS 23 State #505H

	Tour BUS 23 State #506H

	Tour BUS 23 State #601H

	Vitalizer State #1H

	Vitalizer State #502H

	Winnebago 30 State Com 501H 

	Winnebago 30 State Com 502H )

	Winnebago 30 State Com 503H 

	Winnebago 30 State Com 504H )












A1-3