Item 1.01 Entry into a Material Definitive Agreement

On June 12, 2020, Rosehill Resources Inc. (the "Company") and Rosehill Operating Company, LLC ("Rosehill Operating"), its direct subsidiary, entered into a letter agreement (the "Third Forbearance Extension") with (i) certain Lenders, constituting not less than the Required Lenders under the Amended and Restated Credit Agreement, dated as of March 28, 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the "Credit Agreement"), among the Company, Rosehill Operating and JPMorgan Chase Bank, N.A., as issuing bank and administrative agent (in such capacity "JP Morgan") and the Lenders from time to time party thereto, and (ii) JP Morgan (collectively, the "Forbearing Parties").

Pursuant to the Third Forbearance Extension, the Forbearing Parties have amended that certain Forbearance Agreement, dated as of May 4, 2020 among the Forbearing Parties, (as amended prior to the date hereof, the "Forbearance Agreement"), by extending the milestone to agree in principal on the material terms of a Restructuring Term Sheet (as defined in the Forbearance Agreement) to be on or before June 24, 2020, which is also the milestone to enter into a restructuring support agreement. As a condition to the Third Forbearance Extension, the Company and Rosehill Operating have agreed that all settlement payments and other net cash proceeds received in respect of any swap agreement shall be applied to the prepayment of Borrowings (as defined in the Credit Agreement) then outstanding under the Credit Agreement.

The above descriptions of the terms of the Third Forbearance Extension do not purport to be complete and are qualified in their entirety by the full text of the Third Forbearance Extension, 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 Forbearance Agreement.

Forward-Looking Statements

This Current Report on Form 8-K includes certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements relating to the agreement in principal on the material terms of a Restructuring Term Sheet. Such statements are subject to risks and uncertainties that could cause results to differ materially from the Company's expectations, including the risk factors described in the Company's Annual Report on Form 10-K for the year ended December 31, 2019. While the Company makes these statements in good faith, neither the Company nor its management can guarantee that anticipated future results will be achieved. The Company assumes no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by the Company, whether as a result of new information, future events, or otherwise, except as required by law.



    Exhibit No.                              Description
                       Letter Agreement, dated June 12, 2020, among the Company,
        10.1         Rosehill Operating, the financial institutions party
                     thereto as Lenders and constituting not less than the
                     Required Lenders and JP Morgan.

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