Amendment No. 1 to Purchase and Sale Agreement

EX-10.1 2 exhibit101bppsaamendme.htm EXHIBIT 10.1 Exhibit

EXHIBIT 10.1

Amendment No. 1

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.

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