AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLANTIC EXPLORATION, LLC

Exhibit 3.12

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

ATLANTIC EXPLORATION, LLC

This Amended and Restated Limited Liability Company Agreement (this “Agreement”), dated effective as of October 14, 2014, is made by and between Atlantic Exploration, LLC, a Delaware limited liability company (the “Company”), and Centennial Resource Production, LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

1. Formation. The Company was formed as of October 3, 2012, as a Delaware limited liability company under and pursuant to the provisions of the Delaware Limited Liability Company Act, DEL. CODE XXX. tit. 6, § 18-101 (2010) et seq., as amended from time to time and any successor statute or statutes (the “Act”).

2. Term. The Company shall have a perpetual existence and shall continue until it is dissolved by the Member as set forth in Section 12.

3. Purposes. The purposes of the Company are to carry on any lawful business, purpose or activity for which limited liability companies may be formed under the Act. The Company shall have all of the powers to conduct such business as permitted under the Act.

4. Member. The Member is the sole member of the Company.

5. Allocation of Profits and Losses. The Member shall receive the allocation of all profits, losses, gains, deductions and credits with respect to the operations of the Company.

6. Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

7. Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

8. Management. The business affairs of the Company shall be managed by the Member. The Member shall make all decisions and elections for the Company and have the maximum authority permitted under the Act to bind the Company with respect to any matter, contract or agreement without the consent or approval of any other party. The Member may from time to time delegate to one or more persons such authority as the Member may deem advisable and may elect one or more persons as a president, vice president, secretary, treasurer or any other title of an officer of the company as determined by the Member to act on behalf of the Company with respect to any matter or matters delegated to such person by the Member. The Member hereby elects the following persons to the office(s) set forth below opposite such person’s name, such person to serve until his successor is chosen by the Member or until such person’s earlier death, resignation, retirement, disqualification or removal by the Member:

Name		Office
Xxxx Xxxxxx		Chief Executive Officer
Xxxx Xxxxxxx		Vice President, Development
Xxxxx Xxxxx		Vice President, Chief Accounting Officer
Xxxx Xxxxx		Vice President, Land
Xxxxxx Xxxxxxx		Vice President, Chief Financial Officer
Xxxxx Xxxxxxx		Vice President, Reservoir Engineering
Xxxx Xxxxx		Vice President, Geosciences
Xxx Xxxxx		Vice President, Operations

No officer need be a resident of the State of Delaware. In the event the Member appoints a person as an officer of the Company, the Member shall be deemed to have assigned and may thereafter assign titles to particular officers. All officers of the Company, as between themselves and the Company, shall have such authority, perform such duties and manage the Company as determined by the Member.

9. Tax Matters. The Company and the Member shall comply with all requirements of the Internal Revenue Code of 1986, as amended, with respect to the Company. In this regard, the Company shall be disregarded as an entity separate from the Member for federal tax purposes as provided in Treasury Regulations Section 301.7701-3.

10. Indemnification. To the extent allowed under the laws of the State of Delaware, the Company shall indemnify the Member and its affiliates and the Company’s officers (each, an “Indemnitee”) from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Company as set forth in this Agreement in which such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, REGARDLESS OF WHETHER ARISING FROM ANY ACT OR OMISSION WHICH CONSTITUTED THE SOLE, PARTIAL OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF SUCH INDEMNITEE, unless it is established that: (a) the act or omission of such Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (b) such Indemnitee did not reasonably believe that it was acting in the best interests of the Company; (c) such Indemnitee actually received an improper personal benefit in money, property or services; or (d) in the case of any criminal proceeding, such Indemnitee had reasonable cause to believe that the act or omission was unlawful. The termination of any proceeding by judgment, order or settlement does not create a presumption that such Indemnitee did not meet the requisite standard of conduct set forth in this Section 10. The termination of

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any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that such Indemnitee acted in a manner contrary to that specified in this Section 10. Any indemnification pursuant to this Section 10 shall be made only out of the assets of the Company, including insurance proceeds, if any. The indemnification provided by this Section 10 shall be the primary source of indemnification with respect to the matters addressed herein, without regard to other potential sources of indemnification, reimbursement or contribution (subject to applicable express provisions of any insurance policy to which the Company is a party).

11. Transfers. The Member may freely transfer all or any part of its membership interest in the Company at any time. Any such transferee shall become an additional or substituted Member of the Company, as applicable, with full rights of a Member as set forth herein and in the Act.

12. Dissolution. The Company shall dissolve and its affairs shall be wound up at such time, if any, as the Member may elect or as may be required under the Act. No other event will cause the Company to dissolve.

13. Amendment. This Agreement may be amended, supplemented or restated at any time by and with the consent of the Member.

14. Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (EXCLUDING ITS CONFLICT-OF-LAWS RULES).

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IN WITNESS WHEREOF, the undersigned parties hereto have executed this Agreement as of the day and year first above written.

COMPANY:
ATLANTIC EXPLORATION, LLC
By:		/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: Vice President, Chief Financial Officer
MEMBER:
CENTENNIAL RESOURCE PRODUCTION, LLC
By:		/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: Vice President, Chief Financial Officer

LIMITED LIABILITY COMPANY AGREEMENT

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