Rosehill Resources Inc.

16200 Park Row, Suite 300

Houston, TX 77084

July 15, 2020

JPMorgan Chase Bank, N.A., as administrative agent

712 Main St., Fl 5

Houston, Texas 77002

Attention: Darren Vanek

E-mail address: Darren.m.vanek@jpmorgan.com

EIG Management Company, LLC

Three Allen Center

333 Clay Street

Suite 3500

Houston, TX 77002

Attention: Richard K. Punches, Clay Taylor

E-mail addresses: richard.punches@eigpartners.com,

clay.taylor@eigpartners.com

Tema Oil and Gas Company

100 Light Street

25th floor

Baltimore, MD 21202

Attention: Frank Rosenberg, Andrew Lapayowker

E-mail address: frosenberg@rosemoreinc.com,

alapayowker@rosemoreinc.com

Re: Rosehill - First Amendment to Restructuring Support Agreement

Ladies and Gentlemen,

Reference is made to that certain Restructuring Support Agreement (the “Restructuring Support Agreement”)¹ dated as of June 30, 2020, by and between Rosehill Resources Inc. and Rosehill Operating Company, LLC (collectively, the “Company Parties”), Tema Oil and Gas Company (“Tema”), the Consenting Revolving Credit Agreement Lenders, and the Consenting Secured Noteholders.

Pursuant to the terms of this First Amendment to Restructuring Support Agreement (this “Agreement”), the Company Parties, the Required Revolving Credit Agreement Lenders, the Required Secured Noteholders, and Tema, hereby agree, that:


a.	Section 9.01(a)(i) of the Restructuring Support Agreement is hereby amended and replaced to read, “The Company Parties shall have commenced solicitation of the Plan in accordance with section 1126(b) of the Bankruptcy Code on or before July 20, 2020 (which may be reasonably extended subject to the terms and conditions of the ‘Tax Structure’ provision of the Restructuring Term Sheet)”; and

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1	Capitalized terms used in this letter agreement and not otherwise defined herein shall have the meanings ascribed thereto in the Restructuring Support Agreement.


b.	Section 9.01(a)(ii) of the Restructuring Support Agreement is hereby amended and replaced to read, “the Company Parties shall have commenced the Chapter 11 Cases by filing petitions for relief under chapter 11 of the Bankruptcy Code with the Bankruptcy Court on or before July 22, 2020 at 11:59 p.m. (prevailing Central Time) (the date of such commencement, the ‘Petition Date’).”

The undersigned hereby represent and warrant that their Claims and Interests have not been transferred or assigned to any Person since the execution of the Restructuring Support Agreement.

This Agreement shall be effective upon the execution by the Company Parties, and the Company Parties’ receipt of executed copies of this Agreement by Tema, the Required Revolving Credit Agreement Lenders, and the Required Secured Noteholders.

This Agreement is limited solely to the specific matters listed above and shall not be deemed to be a waiver or an amendment of any provision of the Restructuring Support Agreement except as expressly set forth herein.

The provisions of Article 11 of the Restructuring Support Agreement shall apply to this Agreement mutatis mutandis.

This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages maybe detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

[Signature Pages to Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.



ROSEHILL RESOURCES INC.
By:	/s/ R. Craig Owen
Name:	R. Craig Owen
Title:	Senior Vice President & Chief Financial Officer



ROSEHILL OPERATING COMPANY, LLC
By:	/s/ R. Craig Owen
Name:	R. Craig Owen
Title:	Senior Vice President & Chief Financial Officer

Rosehill Resources Inc. 8-K