FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 14th, 2017 • Rosehill Resources Inc. • Crude petroleum & natural gas • Texas
THIS CREDIT AGREEMENT dated as of April 27, 2017, is among ROSEHILL OPERATING COMPANY, LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”), each of the Lenders from time to time party hereto and PNC BANK, NATIONAL ASSOCIATION (in its individual capacity, “PNC Bank”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 14th, 2017 • Rosehill Resources Inc. • Crude petroleum & natural gas
This First Amendment to Purchase and Sale Agreement (this “Amendment”) is made on November 30, 2017, by and among Whitehorse Energy, LLC, a Delaware limited liability company, Whitehorse Energy Delaware, LLC, a Delaware limited liability company, and Whitehorse Delaware Operating, LLC, Delaware limited liability company, Siltstone Resources II - Permian, LLC, a Delaware limited liability company, Siltstone Resources II-B-Permian, LLC, a Delaware limited liability company (collectively, “Sellers” and each, a “Seller”), and Rosehill Operating Company, LLC, a Delaware limited liability company (“Buyer”). Sellers, on the one hand, and Buyer, on the other hand, are sometimes each referred to herein as a “Party” and collectively as the “Parties.”
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ROSEHILL OPERATING COMPANY, LLC DATED AS OF DECEMBER 8, 2017Limited Liability Company Agreement • December 14th, 2017 • Rosehill Resources Inc. • Crude petroleum & natural gas • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of December 8, 2017, by Rosehill Resources Inc., a Delaware corporation (“Rosehill”), as managing Member (and in such capacity, the “Managing Member”) of Rosehill Operating Company, LLC, a Delaware limited liability company (the “Company”), pursuant to Section 4.3(b) of the First Amended and Restated Limited Liability Company Agreement of the Company, dated as of April 27, 2017 (the “Existing LLC Agreement”). Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
ROSEHILL OPERATING COMPANY, LLC SENIOR SECURED SECOND LIEN NOTES DUE $100,000,000 NOTE PURCHASE AGREEMENT DATED AS OF DECEMBER 8, 2017Note Purchase Agreement • December 14th, 2017 • Rosehill Resources Inc. • Crude petroleum & natural gas • New York
THIS NOTE PURCHASE AGREEMENT dated as of December 8, 2017, is among ROSEHILL OPERATING COMPANY, LLC, a limited liability company organized under the laws of the State of Delaware, as issuer (the “Issuer”), ROSEHILL RESOURCES INC., a Delaware corporation (the “RRI”), which was formerly known as KLR Energy Acquisition Corp. prior to the Business Combination Transaction (as defined below), each of the Holders from time to time party hereto and U.S. BANK NATIONAL ASSOCIATION, as agent and collateral agent for the Holders (in such capacity, together with its successors in such capacity, the “Agent”).
PURCHASE AND SALE AGREEMENT among WHITEHORSE ENERGY, LLC, WHITEHORSE ENERGY DELAWARE, LLC, WHITEHORSE DELAWARE OPERATING, LLC SILTSTONE RESOURCES II - PERMIAN, LLC SILTSTONE RESOURCES II-B-PERMIAN, LLC collectively, as Sellers, ROSEHILL OPERATING...Purchase and Sale Agreement • December 14th, 2017 • Rosehill Resources Inc. • Crude petroleum & natural gas • Texas
This PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into this 24th day of October, 2017 (the “Execution Date”), by and among Whitehorse Energy, LLC, a Delaware limited liability company (“Whitehorse”), and its wholly-owned subsidiaries, Whitehorse Energy Delaware, LLC, a Delaware limited liability company (“Whitehorse Energy”), and Whitehorse Delaware Operating, LLC, Delaware limited liability company (“Whitehorse Operating” and together with Whitehorse and Whitehorse Energy, the “Whitehorse Sellers”), Siltstone Resources II - Permian, LLC, a Delaware limited liability company (“Siltstone II”), Siltstone Resources II-B-Permian, LLC, a Delaware limited liability company (“Siltstone II-B” and together with Whitehorse Sellers and Siltstone II, collectively, “Sellers” and each, a “Seller”) and Rosehill Operating Company, LLC, a Delaware limited liability company (“Buyer”) and solely for the purposes of Sections 6.10 and 6.11, Rosehill Resources Inc., a Delaware corporat
SERIES B REDEEMABLE PREFERRED STOCK PURCHASE AGREEMENT among ROSEHILL RESOURCES INC. and THE PURCHASERS PARTY HERETORedeemable Preferred Stock Purchase Agreement • December 14th, 2017 • Rosehill Resources Inc. • Crude petroleum & natural gas • New York
This SERIES B REDEEMABLE PREFERRED STOCK PURCHASE AGREEMENT, dated as of December 8, 2017 (this “Agreement”), is entered into by and among ROSEHILL RESOURCES INC., a Delaware corporation (the “Company”), and the purchasers set forth in Schedule A hereto (the “Purchasers”).
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 14th, 2017 • Rosehill Resources Inc. • Crude petroleum & natural gas
This Second Amendment to Purchase and Sale Agreement (this “Amendment”) is made on December 8, 2017, by and among Whitehorse Energy, LLC, a Delaware limited liability company, Whitehorse Energy Delaware, LLC, a Delaware limited liability company, and Whitehorse Delaware Operating, LLC, Delaware limited liability company, Siltstone Resources II - Permian, LLC, a Delaware limited liability company, Siltstone Resources II-B-Permian, LLC, a Delaware limited liability company (collectively, “Sellers” and each, a “Seller”), and Rosehill Operating Company, LLC, a Delaware limited liability company (“Buyer”). Sellers, on the one hand, and Buyer, on the other hand, are sometimes each referred to herein as a “Party” and collectively as the “Parties.”
