Item 1.01 Entry into a Material Definitive Agreement

On July 15, 2020, Rosehill Resources Inc. (the "Company") and Rosehill Operating Company, LLC ("Rosehill Operating" and, together with the Company "Rosehill"), its direct subsidiary, entered into a letter agreement (the "RSA Amendment") with (i) certain holders of at least 66.67% of the claims under that certain Note Purchase Agreement, dated as of December 8, 2017 (as amended, restated, modified, or supplemented from time to time), by and among Rosehill, the holders thereto, and U.S. Bank National Association, as agent and collateral agent (the "Note Purchase Agreement"), (ii) certain beneficial holders of, or investment advisors, sub-advisors, or managers of discretionary accounts that are beneficial holders of, at least 66.67% of the principal amount of outstanding claims under that certain Amended Restated Credit Agreement, dated as of March 28, 2018 (as amended, restated, modified, or supplemented from time to time), by and among Rosehill, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (the "Revolving Credit Agreement"), and (iii) Tema Oil and Gas Company ("Tema"), as (a) the holder of approximately 66.8% of the voting equity interests of the Company and 35.2% of the equity interests in Rosehill Operating, and (b) party to that certain Tax Receivable Agreement, dated as of April 27, 2017 (as amended, restated, modified, or supplemented from time to time), by and among the Company and Tema (collectively, the "Required Creditors").

Pursuant to the RSA Amendment, Rosehill and the Required Creditors have amended that certain Restructuring Support Agreement (the "Restructuring Support Agreement"), dated as of June 30, 2020, by and between Rosehill and (i) Tema, (ii), certain beneficial holders of, or investment advisors, sub-advisors, or managers of discretionary accounts that are beneficial holders of claims under the Revolving Credit Agreement, and (iii) certain beneficial holders of, or the investment advisors, sub-advisors, or managers on behalf of discretionary funds, accounts, or entities that are beneficial holders of claims under the Note Purchase Agreement. Pursuant to the RSA Amendment, (x) the milestone to commence solicitation of the prepackaged chapter 11 plan of reorganization has been extended to be on or before July 20, 2020, and (y) the milestone to file petitions under Chapter 11 of the Title 11 of the United States Code have been extended to be on or before July 22, 2020 at 11:59 p.m. (prevailing Central Time).

The above descriptions of the terms of the RSA Amendment do not purport to be complete and are qualified in their entirety by the full text of the RSA Amendment, which is attached as an exhibit hereto and incorporated herein by reference. Capitalized terms used but not defined herein have the meaning set forth in the Restructuring Support Agreement.




Exhibit No.                                Description
   10.1         Letter Agreement, dated July 15, 2020, between Rosehill and the
              Required Creditors

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses