EX-10.52


 Exhibit 10.52 
 Execution Version 
  

 
 SIXTH AMENDMENT 

TO 

AMENDED AND RESTATED 
 SENIOR REVOLVING CREDIT AGREEMENT 
 AMONG 

ROSETTA RESOURCES INC., 
 as Borrower, 
 WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Administrative Agent, 
 AND 
 THE LENDERS SIGNATORY HERETO 

EFFECTIVE AS OF APRIL 12, 2013 
  

 






 SIXTH AMENDMENT TO 

AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT 

This SIXTH AMENDMENT TO AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT (this “Sixth Amendment”) executed
effective as of April 12, 2013 (the “Sixth Amendment Effective Date”) is among ROSETTA RESOURCES INC., a corporation formed under the laws of the State of Delaware (the “Borrower”); each of the undersigned
guarantors (the “Guarantors”), each of the Lenders that is a signatory hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as administrative agent for the Lenders (in such capacity, together with its
successors, the “Administrative Agent”). 
 R E C I T A L S: 

A. The Borrower, the Administrative Agent and the Lenders are parties to that certain Amended and Restated Senior Revolving Credit
Agreement dated as of April 9, 2009, as amended by that certain First Amendment dated as of October 1, 2009, that certain Second Amendment dated as of April 5, 2010, that certain Third Amendment dated as of December 2, 2010, that
certain Fourth Amendment dated as of May 10, 2011, that certain Resignation, Consent and Appointment Agreement dated as of April 20, 2012, and that certain Fifth Amendment dated as of April 25, 2012 (as amended, the “Credit
Agreement”), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower. 
 B.
The Borrower has requested and the Administrative Agent and each of the Lenders have agreed to amend certain provisions of the Credit Agreement, consent to the incurrence of certain Debt by the Borrower and approve a new Borrowing Base. 

C. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 Section 1. Defined
Terms. Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Sixth Amendment, shall have the meaning ascribed such term in the Credit Agreement. Unless otherwise indicated, all section references in
this Sixth Amendment refer to the Credit Agreement. 
 Section 2. Amendments to Credit Agreement. 

2.1 Amendments to Section 1.02. The following definitions are hereby added or amended and restated in their entirety as
follows: 
 “‘Agreement’ means this Amended and Restated Senior Revolving Credit Agreement,
as amended by the First Amendment dated as of October 1, 2009, the Second Amendment dated as of April 5, 2010, the Third Amendment dated as of December 2, 2010, the Fourth Amendment dated as of May 10, 2011, the Resignation,
Consent and Appointment Agreement dated as of April 20, 2012, the Fifth Amendment dated as of April 25, 2012 and the Sixth Amendment dated as of April 12, 2013, as the same may from time to time be further amended, modified,
supplemented or restated. 






 ‘Maturity Date’ means April 12, 2018. 

‘Moody’s’ means Moody’s Investors Service, Inc. and, subject to the reasonable consent of the
Administrative Agent (not to be unreasonably withheld or delayed), any successors thereto. 

‘Standard & Poor’s’ means Standard & Poor’s Rating Services LLC and, subject
to the reasonable consent of the Administrative Agent (not to be unreasonably withheld or delayed), any successors thereto.” 
 2.2 Amendment to Section 9.04(a). Section 9.04(a) is hereby amended and restated in its entirety to read as follows: 

(a) Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare
or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders or make any distribution of its Property to its Equity Interest holders, except (i) the Borrower may declare and pay
dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock), (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity
Interests, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Restricted Subsidiaries and (iv) provided, that at
the time the Borrower declares or agrees to make such cash dividend (A) no Event of Default or Borrowing Base Deficiency exists or would result therefrom and (B) the Borrower has a rating on unsecured non-credit enhanced long-term debt of
BBB- or higher from Standard & Poor’s and Baa3 or higher from Moody’s, the Borrower may pay cash dividends to its Equity Interests holders. 
 Section 3. Borrowing Base Redetermination. The Lenders and the Borrower agree that from and after the Sixth Amendment Effective Date up to the next redetermination, the amount of the Borrowing
Base shall be $800,000,000. This provision does not limit the right of the parties to initiate interim redeterminations of the Borrowing Base in accordance with Section 2.07 or further adjustments pursuant to Section 8.13(c),
Section 8.18 or Section 9.13. This Section 3 constitutes notice of the redetermined Borrowing Base in accordance with Section 2.07(d) of the Credit Agreement. 

Section 4. Assignments and Reallocation of Maximum Credit Amounts and Loans. The Lenders have agreed among themselves, in
consultation with the Borrower, to reallocate their respective Maximum Credit Amounts and to, among other things, add Citibank, N.A. and Morgan Stanley Bank, N.A. as “Lenders” under the Credit Agreement (each a “New
Lender”). The Administrative Agent and the Borrower hereby consent to such reallocation and the Lenders’ assignments of their Maximum Credit Amounts, including assignments to the New


  
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Lenders. On the Sixth Amendment Effective Date and after giving effect to such reallocations, the Maximum Credit Amount of each Lender shall be as set forth on Annex I of this Sixth Amendment
which Annex I supersedes and replaces the Annex I to the Credit Agreement. With respect to such reallocation, each Lender shall be deemed to have acquired the Maximum Credit Amount allocated to it from each of the other Lenders pursuant to the terms
of the Assignment and Assumption Agreement attached as Exhibit F to the Credit Agreement as if each such Lender had executed an Assignment and Assumption Agreement with respect to such allocation. In connection with this Assignment and for purposes
of this Assignment only, the Lenders, the New Lenders, the Administrative Agent and the Borrower waive the processing and recordation fee under Section 12.04(b)(ii). 
 Section 5. Consents and Waivers. 
 5.1 Bridge Loan. 

(a) The Borrower has informed the Administrative Agent that the Borrower intends to acquire certain Oil and Gas Properties in the Delaware
Basin in Gaines and Reeves Counties, Texas from Comstock Resources, Inc. on or about May, 2013 (the “Asset Acquisition”), and that the Borrower intends to partially fund such Asset Acquisition with the proceeds of a bridge loan in a
principal amount not to exceed $700,000,000 (together with any exchange notes, the “Asset Acquisition Bridge Loan”) and/or Senior Notes. The Asset Acquisition Bridge Loan is not permitted by the Credit Agreement and in that regard
the Borrower has requested that the Majority Lenders consent to the Borrower entering into such Asset Acquisition Bridge Loan. 

(b) The Majority Lenders hereby consent to the Borrower entering into the Asset Acquisition Bridge Loan provided that (i) the
conditions precedent in Section 6 of this Sixth Amendment are met, (ii) the Asset Acquisition Bridge Loan is senior unsecured Debt, (iii) the net proceeds of any Senior Notes (including the Asset Acquisition Senior Notes (defined in
Section 5.2(a) of this Sixth Amendment)) issued after the issuance of the Asset Acquisition Bridge Loan be applied immediately to repay the Asset Acquisition Bridge Loan until it is paid in full and terminated, (iv) the aggregate principal
amount of the Asset Acquisition Bridge Loan outstanding at any one time does not exceed (A) $700,000,000 less (B) the gross proceeds from any Senior Notes issued after April 9, 2013, and (v) the proceeds from the Asset
Acquisition Bridge Loan are used to partially fund the Asset Acquisition. 
 5.2 Senior Note. 

(a) The Borrower has also informed the Administrative Agent that in light of the pending spring redetermination of the Borrowing Base it
is requesting that the Borrowing Base not be reduced pursuant to Section 2.07(g) upon the issuance of Senior Notes to consummate the Asset Acquisition and/or repay the Asset Acquisition Bridge Loan, if any (the “Asset Acquisition Senior
Notes”), except to the extent (and only to the extent) the principal amount of such Asset Acquisition Senior Notes exceeds $700,000,000. 

  
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 (b) All of the Lenders hereby consent to waiving the provisions of Section 2.07(g) with
regard to the reduction of the Borrowing Base for the issuance of the Asset Acquisition Senior Notes, except to the extent (and only to the extent) that the principal amount of such Asset Acquisition Senior Notes exceeds $700,000,000, provided that
the conditions precedent in Section 6 of this Sixth Amendment are met. 
 5.3 Guarantor Name Change 

(a) The Borrower has informed the Administrative Agent that Rosetta Resources Gathering LP, a Guarantor, changed its name to Rosetta
Resources Michigan Limited Partnership on November 16, 2012 without providing the 10 day prior notice required by Section 8.01(m) (the “Guarantor Name Change”). The Borrower has requested that the Majority Lenders waive
such Default and any potential Default under Section 8.02(a) and potential Event of Default under Section 10.01(e). 

(b) The Majority Lenders hereby consent to waiving the Default of Section 8.01(m), any potential Default under Section 8.02(a)
and any potential Event of Default under Section 10.01(e) with regard to the Guarantor Name Change. 
 Section 6.
Conditions Precedent. The effectiveness of this Sixth Amendment is subject to the receipt by the Administrative Agent of the following documents and satisfaction of the other conditions provided in this Section 6, each of which shall be
reasonably satisfactory to the Administrative Agent in form and substance: 
 6.1 Payment of Fees and Outstanding
Invoices. Payment by the Borrower of all fees and other amounts due and payable on or prior to the Sixth Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be
reimbursed or paid by the Borrower. 
 6.2 Sixth Amendment; New Notes. The Administrative Agent shall have received
(a) multiple counterparts as requested of this Sixth Amendment from the Borrower, each Guarantor and all of the Lenders and (b) duly executed Notes payable to each Lender in a principal amount equal to its Maximum Credit Amount dated as of
the Sixth Amendment Effective Date. 
 6.3 Amendments to Deeds of Trust. The Administrative Agent shall have received from
each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Second Omnibus Amendment to Deeds of Trusts, Fixture Filings, Assignments of As-Extracted Collateral, Security Agreements and
Financing Statements dated as of the date hereof extending the Maturity Date. 
 6.4 No Default. No Default or Event of
Default shall have occurred and be continuing as of the Sixth Amendment Effective Date. 
 6.5 Other Documents. The
Administrative Agent shall have received any other document it reasonably requests. 

  
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 The Administrative Agent is hereby authorized and directed to declare this Sixth Amendment
to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 6 or the waiver of such conditions as permitted in
Section 12.02 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Agreement for all purposes. 
 Section 7. Representations and Warranties; Etc. The Borrower and each of the Guarantors hereby affirm: (a) that as of the date of execution and delivery of this Sixth Amendment, all of
the representations and warranties contained in each Loan Document to which the Borrower and Guarantors are a party are true and correct in all material respects as though made on and as of the Sixth Amendment Effective Date (unless made as of a
specific earlier date, in which case, was true as of such date); and (b) that, after giving effect to this Sixth Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan
Documents. 
 Section 8. Miscellaneous. 
 8.1 Confirmation. The provisions of the Credit Agreement (as amended by this Sixth Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of this
Sixth Amendment. 
 8.2 Ratification and Affirmation of Borrower and Guarantors. Each of the Guarantors and the Borrower
hereby expressly (i) acknowledges the terms of this Sixth Amendment, (ii) ratifies and affirms its obligations under the Guaranty Agreement and the other Security Instruments to which it is a party, (iii) acknowledges, renews and
extends its continued liability under the Guaranty Agreement and the other Security Instruments to which it is a party and agrees that its guarantee under the Guaranty Agreement and the other Security Instruments to which it is a party remains in
full force and effect with respect to the Indebtedness as amended hereby. 
 8.3 No Other Waiver. Neither the execution by
the Administrative Agent or the Lenders of this Sixth Amendment, nor any other act or omission by the Administrative Agent or the Lenders or their officers in connection herewith, shall be deemed a waiver by the Administrative Agent or the Lenders
of any other Defaults which may exist or which may occur in the future under the Credit Agreement and/or the other Loan Documents, or any future defaults of the same provisions waived hereunder (collectively “Other Violations”).
Similarly, nothing contained in this Sixth Amendment shall directly or indirectly in any way whatsoever either: (a) impair, prejudice or otherwise adversely affect the Administrative Agent’s or the Lenders’ right at any time to
exercise any right, privilege or remedy in connection with the Loan Documents with respect to any Other Violations, (b) except as expressly provided herein, amend or alter any provision of the Credit Agreement, the other Loan Documents, or any
other contract or instrument, or (c) constitute any course of dealing or other basis for altering any obligation of the Borrower or any right, privilege or remedy of the Administrative Agent or the Lenders under the Credit Agreement, the other
Loan Documents, or any other contract or instrument. Nothing in this Sixth Amendment shall be construed to be a consent by the Administrative Agent or the Lenders to any Other Violations. 

  
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 8.4 Opinions of Counsel. Within 5 days after the Sixth Amendment Effective Date, the
Administrative Agent shall have received an opinion of Latham & Watkins LLP, special counsel to the Borrower, in form and substance reasonably acceptable to the Administrative Agent. 

8.5 Loan Document. This Sixth Amendment is a Loan Document. 

8.6 Counterparts. This Sixth Amendment may be executed by one or more of the parties hereto in any number of separate
counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Sixth Amendment by facsimile or other electronic transmission shall
be effective as delivery of a manually executed counterpart of this Sixth Amendment. 
 8.7 No Oral Agreement.
THIS WRITTEN SIXTH AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE
ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. 
 8.8 Governing Law. This Sixth Amendment (including, but not limited to, the validity and enforceability hereof) shall be governed by, and construed in accordance with, the laws of the state of New
York. 
 [Remainder of Page Intentionally Left Blank. Signature Pages Follow.] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this SIXTH Amendment to be
duly executed effective as of the date first written above. 
  

							
	BORROWER:	 		 	ROSETTA RESOURCES INC.
				
		 		 	By:	 	/s/ John E. Hagale
		 		 	Name:	 	John E. Hagale
		 		 	Title:	 	Executive Vice President and Chief Financial Officer.
			
	GUARANTORS:	 		 	ROSETTA RESOURCES OFFSHORE, LLC
			
		 		 	ROSETTA RESOURCES HOLDINGS, LLC
			
		 		 	ROSETTA RESOURCES OPERATING LP
			
		 		 	      By: Rosetta Resources Operating GP, LLC, its general partner
			
		 		 	ROSETTA RESOURCES MICHIGAN LIMITED PARTNERSHIP
			
		 		 	      By: Rosetta Resources Operating LP, its general partner
			
		 		 	            By: Rosetta Resources Operating GP, LLC, its general partner
			
		 		 	ROSETTA RESOURCES OPERATING GP, LLC
				
		 		 	By:	 	/s/ John E. Hagale
		 		 	Name:	 	John E. Hagale
		 		 	Title:	 	Executive Vice President and Chief Financial Officer.


  
 Signature Page
– Sixth Amendment 







  

							
	ADMINISTRATIVE AGENT:	 		 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
				
		 		 	By:	 	/s/ Lila Jordan
		 		 	Name:	 	Lila Jordan
		 		 	Title:	 	Managing Director
			
	LENDERS:	 		 	WELLS FARGO BANK, NATIONAL ASSOCIATION
				
		 		 	By:	 	/s/ Lila Jordan
		 		 	Name:	 	Lila Jordan
		 		 	Title:	 	Managing Director
			
		 		 	BANK OF MONTREAL
				
		 		 	By:	 	/s/ Kevin Utsey
		 		 	Name:	 	Kevin Utsey
		 		 	Title:	 	Director
			
		 		 	COMPASS BANK
				
		 		 	By:	 	/s/ Dorothy Marchand
		 		 	Name:	 	Dorothy Marchand
		 		 	Title:	 	Executive Vice President
			
		 		 	JPMORGAN CHASE BANK, N.A.
				
		 		 	By:	 	/s/ Ryan Aman
		 		 	Name:	 	Ryan Aman
		 		 	Title:	 	Authorized Officer


  
 Signature Page
– Sixth Amendment 







 
			
	UNION BANK, N.A.
		
	By:	 	/s/ Lara Sorokolit
	Name:	 	Lara Sorokolit
	Title:	 	Vice President
	
	BANK OF AMERICA, N.A.
		
	By:	 	/s/ Michael J. Clayborne
	Name:	 	Michael J. Clayborne
	Title:	 	Vice President
	
	COMERICA BANK
		
	By:	 	/s/ Jeff Treadway
	Name:	 	Jeff Treadway
	Title:	 	Vice President
	
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
		
	By:	 	/s/ Christopher Day
	Name:	 	Christopher Day
	Title:	 	Vice President
		
	By:	 	/s/ Wei-Jen Yuan
	Name:	 	Wei-Jen Yuan
	Title:	 	Associate



  
 Signature Page
– Sixth Amendment 







 
			
	THE ROYAL BANK OF CANADA
		
	By:	 	/s/ Kristan Spivey
	Name: Kristan Spivey
	Title: Authorized Signatory
	
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	/s/ Nicholas T. Hanford
	Name: Nicholas T. Hanford
	Title: Vice President
	
	AMEGY BANK NATIONAL ASSOCIATION
		
	By:	 	/s/ Kenneth R. Batson, III
	Name: Kenneth R. Batson, III
	Title: Senior Vice President
	
	FROST BANK (f/k/a The Frost National Bank)
		
	By:	 	/s/ Lane Dodds
	Name: Lane Dodds
	Title: Sr. Vice President
	
	CITIBANK, N.A.
		
	By:	 	/s/ Mason Mcgurrin
	Name: Mason Mcgurrin
	Title: Vice President
	
	MORGAN STANLEY BANK, N.A.
		
	By:	 	/s/ Kelly Chin
	Name: Kelly Chin
	Title: Authorized Signatory



  
 Signature Page
– Sixth Amendment 







 Annex I 

LIST OF MAXIMUM CREDIT AMOUNTS 
 Aggregate Maximum Credit Amounts 
  

									
	 Name of Lender
	  	Applicable Percentage	 	 	Maximum 
Credit
Amount	 
	 Wells Fargo Bank, National Association
	  	 	10.6250	% 	 	$	159,375,000.00	  
	 Bank of Montreal
	  	 	8.1250	% 	 	$	121,875,000.00	  
	 Compass Bank
	  	 	8.1250	% 	 	$	121,875,000.00	  
	 JPMorgan Chase Bank, N.A.
	  	 	8.1250	% 	 	$	121,875,000.00	  
	 Union Bank, N.A.
	  	 	8.1250	% 	 	$	121,875,000.00	  
	 Bank of America, N.A.
	  	 	6.8750	% 	 	$	103,125,000.00	  
	 Comerica Bank
	  	 	6.8750	% 	 	$	103,125,000.00	  
	 Credit Suisse AG, Cayman Islands Branch
	  	 	6.8750	% 	 	$	103,125,000.00	  
	 The Royal Bank of Canada
	  	 	6.8750	% 	 	$	103,125,000.00	  
	 U.S. Bank National Association
	  	 	6.8750	% 	 	$	103,125,000.00	  
	 Citibank, N.A.
	  	 	6.8750	% 	 	$	103,125,000.00	  
	 Morgan Stanley Bank, N.A.
	  	 	6.8750	% 	 	$	103,125,000.00	  
	 Amegy Bank National Association
	  	 	4.3750	% 	 	$	65,625,000.00	  
	 Frost Bank
	  	 	4.3750	% 	 	$	65,625,000.00	  
	 TOTAL
	  	 	100.0	% 	 	$	1,500,000,000.00	  


  
 Annex I