Rosetta Resources Inc. Sample Contracts

NBL Texas, LLC – LIMITED LIABILITY COMPANY AGREEMENT OF NBL TEXAS, LLC a Delaware Limited Liability Company May 6, 2015 (July 21st, 2015)

This Limited Liability Company Agreement (this “Agreement”) of NBL Texas, LLC, a Delaware limited liability company (the “Company”), dated effective as of May 6, 2015, is executed, agreed to and adopted, for good and valuable consideration, by Noble Energy US Holdings, LLC, a Delaware limited liability company, the sole member hereof (the “Member”).

NBL Texas, LLC – NBL TEXAS, LLC, as the Issuer, EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FORM OF FOURTH SUPPLEMENTAL INDENTURE Dated as of July 20, 2015 TO BASE INDENTURE Dated as of May 2, 2013 5.625% Senior Notes due 2021 5.875% Senior Notes due 2022 5.875% Senior Notes due 2024 (July 21st, 2015)

FOURTH SUPPLEMENTAL INDENTURE (the “Fourth Supplemental Indenture”), dated as of July 20, 2015, among NBL Texas, LLC, a Delaware limited liability company (“Merger Parent”), the Subsidiary Guarantors (as defined herein) and Wells Fargo Bank, National Association, as Trustee (the “Trustee”).

Rosetta Resources Inc. – Rosetta Resources Inc. Announces 2015 Second Quarter Financial and Operational Results (July 17th, 2015)

· Delivered total daily oil equivalent production volumes of 63.0 MBoe/d, exceeding the high end of the quarterly guidance range for the quarter.

Rosetta Resources Inc. – AGREEMENT AND PLAN OF MERGER BY AND AMONG NOBLE ENERGY, INC., BLUEBONNET MERGER SUB INC. AND ROSETTA RESOURCES INC. DATED AS OF MAY 10, 2015 (May 11th, 2015)

This AGREEMENT AND PLAN OF MERGER, dated as of May 10, 2015 (this “Agreement”), is entered into by and among NOBLE ENERGY, INC., a Delaware corporation (“Parent”), BLUEBONNET MERGER SUB INC., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and ROSETTA RESOURCES INC., a Delaware corporation (the “Company” and, together with Parent and Merger Sub, the “Parties”).

Rosetta Resources Inc. – TEXT OF AMENDMENT TO BYLAWS (May 11th, 2015)

Unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Company, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, other employee or stockholder of the Company to the Company or the Company’s stockholders, (3) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware or as to which the General Corporation Law of the State of Delaware confers jurisdiction on the Court of Chancery of the State of Delaware, or (4) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to the provisions o

Rosetta Resources Inc. – Rosetta Resources Inc. Announces 2015 First Quarter Financial and Operational Results (May 4th, 2015)

· Provided early results of enhanced, long lateral South Gates Ranch well with a 7-day initial production rate of 6,400 Boe/d or 800 Boe per 1,000 foot of lateral

Rosetta Resources Inc. – ROSETTA RESOURCES INC. 12,000,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENT (March 13th, 2015)

Rosetta Resources Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Morgan Stanley & Co. LLC (the “Underwriter”) an aggregate of 12,000,000 shares of Common Stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriter, up to an additional 1,800,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

Rosetta Resources Inc. – NINTH 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 FEBRUARY 18, 2015 (February 24th, 2015)

This NINTH AMENDMENT TO AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT (this “Amendment”), executed effective as of February 18, 2015 (the “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”).

Rosetta Resources Inc. – ROSETTA RESOURCES INC. 2013 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (February 24th, 2015)

THIS AGREEMENT, made and entered into as of the ____ day of ___________________, _____, by and between ROSETTA RESOURCES INC., a Delaware corporation (“Rosetta”), and _______________________________, an employee, outside director or other service provider of Rosetta or one of its Affiliates (“Participant”).

Rosetta Resources Inc. – ROSETTA RESOURCES INC. 2013 LONG-TERM INCENTIVE PLAN 2014 INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (February 24th, 2015)

THIS AGREEMENT, made and entered into as of the ____ day of ___________________, _____, by and between ROSETTA RESOURCES INC., a Delaware corporation (“Rosetta”), and _______________________________, an employee, outside director or other service provider of Rosetta or one of its Affiliates (“Participant”).

Rosetta Resources Inc. – ROSETTA RESOURCES INC. 2013 LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENT (February 24th, 2015)

THIS AGREEMENT, made and entered into as of the _____ day of ______________, _____, is entered into by and between ROSETTA RESOURCES INC., a Delaware corporation (“Rosetta”), and ____________________, an employee of Rosetta or one of its Affiliates (“Participant”).

Rosetta Resources Inc. – · Updated two-year capital spending outlook of up to $350 million per year, targeting cash flow neutrality in 2015 and 2016 · Released production guidance of 58 to 62 thousand barrels of oil equivalent per day for 2015 and 2016 · Replaced 113 percent of production from all sources in 2014; 106 percent replaced through the drill bit · Increased total net risked resources, including proved undeveloped reserves, 15 percent to more than 900 million barrels of oil equivalent · Executed Credit Facility amendment converting from a total debt to EBITDA covenant to total senior secured debt to EBITDA a (February 23rd, 2015)

Increased total net risked resources, including proved undeveloped reserves, 15 percent to more than 900 million barrels of oil equivalent

Rosetta Resources Inc. – ROSETTA RESOURCES INC., as the Issuer, EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of May 29, 2014 TO BASE INDENTURE Dated as of May 2, 2013 5.875% Senior Notes due 2024 (May 29th, 2014)

THIRD SUPPLEMENTAL INDENTURE (the “Third Supplemental Indenture”), dated as of May 29, 2014, among Rosetta Resources Inc., a Delaware corporation (the “Issuer”), the Subsidiary Guarantors (as defined herein) and Wells Fargo Bank, National Association, as Trustee (the “Trustee”).

Rosetta Resources Inc. – ROSETTA RESOURCES INC. 5.875% Senior Notes due 2024 Underwriting Agreement (May 28th, 2014)
Rosetta Resources Inc. – OMNIBUS EIGHTH AMENDMENT TO AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT AND FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT AMONG ROSETTA RESOURCES INC., as Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, AND THE LENDERS SIGNATORY HERETO EFFECTIVE AS OF APRIL 2, 2014 (April 3rd, 2014)

This OMNIBUS EIGHTH AMENDMENT TO AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT AND FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT (this “Omnibus Amendment”) executed effective as of April 2, 2014 (the “Omnibus 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”).

Rosetta Resources Inc. – Rosetta Resources Inc. (February 27th, 2014)
Rosetta Resources Inc. – ROSETTA RESOURCES INC. 2009 CHANGE-IN-CONTROL PLAN FOR EXECUTIVE OFFICERS (February 24th, 2014)

WHEREAS, it is the intent of the Employer that the Plan shall constitute an unfunded severance plan, and to the extent applicable, an unfunded nonqualified deferred compensation arrangement; and

Rosetta Resources Inc. – · Increased total annual daily production to 50 MBoe/d or 34 percent growth over 2012 · Achieved 39 percent growth in proved reserves to 279 MMBoe, or 528 percent production replacement · Established preliminary ultimate recovery estimate for Delaware Basin horizontal upper Wolfcamp wells · Executed definitive agreement to acquire 5,000-acre bolt-on acquisition in the Delaware Basin (January 30th, 2014)

HOUSTON, January 30, 2014 (GlobeNewswire) -- Rosetta Resources Inc. (NASDAQ: ROSE) (“Rosetta” or the “Company”) today reported preliminary operational results for 2013 that includes growth in excess of 30 percent for both production and proved reserves.  The Company also announced plans to acquire additional Delaware Basin acreage to expand its core Reeves County position.  Rosetta plans to report final 2013 financial and operational results on Monday, February 24, 2014.

Rosetta Resources Inc. – ROSETTA RESOURCES INC., as the Issuer, EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of November 15, 2013 TO BASE INDENTURE Dated as of May 2, 2013 5.875% Senior Notes due 2022 (November 15th, 2013)

SECOND SUPPLEMENTAL INDENTURE (the “Second Supplemental Indenture”), dated as of November 15, 2013, among Rosetta Resources Inc., a Delaware corporation (the “Issuer”), the Subsidiary Guarantors (as defined herein) and Wells Fargo Bank, National Association, as Trustee (the “Trustee”).

Rosetta Resources Inc. – ROSETTA RESOURCES INC. 5.875% Senior Notes due 2022 Underwriting Agreement (November 12th, 2013)
Rosetta Resources Inc. – SEVENTH 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 JULY 30, 2013 (November 6th, 2013)

This SEVENTH AMENDMENT TO AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT (this “Seventh Amendment”) executed effective as of July 30, 2013 (the “Seventh 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”).

Rosetta Resources Inc. – ROSETTA RESOURCES INC., as the Issuer, EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 2, 2013 TO BASE INDENTURE Dated as of May 2, 2013 5.625% Senior Notes due 2021 (May 2nd, 2013)

FIRST SUPPLEMENTAL INDENTURE (the “First Supplemental Indenture”), dated as of May 2, 2013, among Rosetta Resources Inc., a Delaware corporation (the “Issuer”), the Subsidiary Guarantors (as defined herein) and Wells Fargo Bank, National Association, as Trustee (the “Trustee”).

Rosetta Resources Inc. – SENIOR INDENTURE ROSETTA RESOURCES INC., as Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Indenture Dated as of May 2, 2013 Senior Debt Securities (May 2nd, 2013)

INDENTURE dated as of May 2, 2013, between Rosetta Resources Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”) and Wells Fargo Bank, National Association, as trustee (herein called the “Trustee”).

Rosetta Resources Inc. – ROSETTA RESOURCES INC. 5.625% Senior Notes due 2021 Underwriting Agreement (April 23rd, 2013)
Rosetta Resources Inc. – ROSETTA RESOURCES INC. 7,000,000 Shares of Common Stock Underwriting Agreement (April 23rd, 2013)

Rosetta Resources Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 7,000,000 shares of Common Stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,050,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

Rosetta Resources Inc. – Rosetta Resources Inc. Updates 2013 Guidance, Expands and Extends Credit Agreement and Announces Borrowing Base Increase (April 15th, 2013)

HOUSTON, TEXAS, April 15, 2013 (GLOBE NEWSWIRE) — Rosetta Resources Inc. (Nasdaq: ROSE) (“Rosetta” or the “Company”) today announced 2013 guidance updates for capital, production, and expenses. The changes reflect the proposed May 2013 acquisition of Permian Basin assets previously announced on March 15. The Company also announced the amendment of its Senior Revolving Credit Facility (“Credit Facility”) which increases the borrowing base and extends the maturity date.

Rosetta Resources Inc. – Statements of Revenues and Direct Operating Expenses of the Permian Basin assets to be Acquired (April 15th, 2013)

Following are the audited Statements of Revenues and Direct Operating Expenses of the Permian Basin Assets to be acquired from Comstock Resources, LP (“Comstock”), a wholly owned subsidiary of Comstock Resources, Inc., for the years ended December 31, 2012 and 2011. Complete financial and operating information related to the Permian Basin Assets, including balance sheet and cash flow information, are not presented because the working interest to be acquired was not accounted for as a separate subsidiary or division of Comstock, and therefore complete financial statements for those years are not available.

Rosetta Resources Inc. – 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 (April 15th, 2013)

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”).

Rosetta Resources Inc. – ROSETTA RESOURCES INC. 2005 LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENT (February 26th, 2013)

THIS AGREEMENT, made and entered into as of (Date), is entered into by and between ROSETTA RESOURCES INC., a Delaware corporation (“Rosetta”), and (Name), an employee of Rosetta or one of its Affiliates (“Participant”).

Rosetta Resources Inc. – AMENDED AND RESTATED BYLAWS OF ROSETTA RESOURCES INC. a Delaware Corporation Adopted as of December 9, 2008 And as Amended on December 8, 2010 (December 6th, 2012)
Rosetta Resources Inc. – AMENDED AND RESTATED BYLAWS OF ROSETTA RESOURCES INC. a Delaware Corporation (December 6th, 2012)
Rosetta Resources Inc. – FIFTH 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 25, 2012 (April 30th, 2012)

This FIFTH AMENDMENT TO AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT (this “Fifth Amendment”) executed effective as of April 25, 2012 (the “Fifth 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 (as successor in such capacity to BNP Paribas, with Wells Fargo, in such capacity, together with its successors, the “Administrative Agent”).

Rosetta Resources Inc. – High Asset Quality - Executing on Business Plan - Future Growth Catalysts - Financial Strength (February 28th, 2012)
Rosetta Resources Inc. – High Asset Quality - Executing Business Plan - Future Growth Catalysts - Financial Strength (January 18th, 2012)
Rosetta Resources Inc. – High Asset Quality - Executing Business Plan - Future Growth Catalysts - Financial Strength (December 12th, 2011)