ex10_45.htm


    
      

    

    EXHIBIT 10.45

    


    


    


    


    First
Amendment

    


    to

    


    Amended
and Restated Second Lien Term Loan Agreement

    


    Among

    


    Rosetta
Resources Inc.,

    as
Borrower,

    


    BNP
Paribas,

    as
Administrative Agent,

    


    and

    


    The
Lenders Signatory Hereto

    


    


    Effective
as of October 1, 2009


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    First
Amendment to Amended and Restated Second Lien Term Loan Agreement

     

    This
First Amendment to
Amended and Restated Second Lien Term Loan Agreement (this “First Amendment”)
executed effective as of the October 1, 2009 (the “First 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”, and
together with the Borrower, the “Obligors”); each of
the Lenders that is a signatory hereto; and BNP Paribas, as
administrative agent for the Lenders (in such capacity, together with its
successors, the “Administrative
Agent”).

     

    Recitals

     

    A.           The
Borrower, the Administrative Agent and the Lenders are parties to that certain
Amended and Restated Second Lien Term Loan Agreement dated as of April 9, 2009
(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 the Majority Lenders
have agreed to amend certain provisions of the Credit Agreement.

     

    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 First Amendment, shall have the
meaning ascribed such term in the Credit Agreement.  Unless otherwise
indicated, all section references in this First Amendment refer to the Credit
Agreement.

     

    Section
2.               Amendments to Credit
Agreement.

     

    2.1           Section
1.02.  The following definitions are hereby added or amended
and restated in its entirety as follows:

     

    “Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime
Rate in effect on such day, (b) the Federal Funds Effective Rate in effect
on such day plus 1⁄2 of 1%, and (c) the Adjusted LIBO Rate for a one month
Interest Period on such day (or if such day is not a Business Day, the
immediately preceding Business Day) plus 1.5%.  Any change in the
Alternate Base Rate due to a change in the Prime Rate, the Federal Funds
Effective Rate or the Adjusted LIBO Rate shall be effective from and including
the effective date of such change in the Prime Rate, the Federal Funds Effective
Rate or the Adjusted LIBO Rate, respectively.

     

    “Agreement” means this
Amended and Restated Second Lien Term Loan Agreement, as amended by the First
Amendment to Amended and Restated Second Lien Term Loan Agreement, dated as of
October 1, 2009, as the same may from time to time be further amended, modified,
supplemented or restated.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    2.2           Section
1.02.  The definitions of “Cost of Funds”,
“Determination
Date” and “Reference Bank Cost of Funds
Rate” are hereby deleted.

     

    2.3           Amendment to Section
2.03.  The last paragraph of Section 2.03 is hereby amended to
read as follows:

     

    “Promptly
following receipt of a Borrowing Request in accordance with this Section 2.03,
the Administrative Agent shall advise each Lender of the details thereof, the
amount of such Lender’s Loan to be made as part of the requested
Borrowing.”

     

    2.4           Amendment to Section
2.04(d).  Section 2.04(d) is hereby amended to read as
follows:

     

    (d)           Notice to Lenders by the
Administrative Agent.  Promptly following receipt of an
Interest Election Request, the Administrative Agent shall advise each Lender of
the details thereof, such Lender’s portion of each resulting
Borrowing.

     

    2.5           Amendment to Section
2.04(f).  Section 2.04(f) is hereby deleted.

     

    2.6           Amendment to Section
9.05.  Sections 9.05(c), (d) and (e) are hereby amended as
follows:

     

    (c)           direct
obligations of the United States or any agency thereof, or obligations
guaranteed by the United States or any agency thereof, in each case maturing
within fifteen (15) months from the date of creation thereof.

     

    (d)           commercial
paper maturing within one year from the date of creation thereof rated in the
highest grade by S&P or Moody’s and repurchase agreements collateralized by
U.S. Government or agency securities.

     

    (e)           deposits
maturing within fifteen (15) months from the date of creation thereof with,
including certificates of deposit issued by, any Lender or any office located in
the United States of any other bank or trust company which is organized under
the laws of the United States or any state thereof, has capital, surplus and
undivided profits aggregating at least $100,000,000 (as of the date of such bank
or trust company’s most recent financial reports) and has a short term deposit
rating of no lower than A2 or P2, as such rating is set forth from time to time,
by S&P or Moody’s, respectively or, in the case of any Foreign Subsidiary, a
bank organized in a jurisdiction in which the Foreign Subsidiary conducts
operations having assets in excess of $500,000,000 (or its equivalent in another
currency).

     

    Section
3.              Conditions
Precedent.  The effectiveness of this First Amendment is
subject to the receipt by the Administrative Agent of the following documents
and satisfaction of the other conditions provided in this Section 3, each
of which shall be reasonably satisfactory to the Administrative Agent in form
and substance:

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

     

    3.1           Payment of Outstanding
Invoices.  Payment by the Borrower to the Administrative Agent
of all fees and other amounts due and payable on or prior to the First 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.

     

    3.2           First
Amendment.  The Administrative Agent shall have received
multiple counterparts as requested of this First Amendment from the Borrower and
the Majority Lenders.

     

    3.3           No
Default.  No Default or Event of Default shall have occurred
and be continuing as of the First Amendment Effective Date.

     

    3.4           Other
Documents.  The Administrative Agent shall have received any
other document it reasonably requests.

     

    Section
4.               Representations and
Warranties; Etc.  Each Obligor hereby affirms:  (a)
that as of the date of execution and delivery of this First Amendment, all of
the representations and warranties contained in each Loan Document to which such
Obligor is a party are true and correct in all material respects as though made
on and as of the First 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 First Amendment and to the transactions contemplated
hereby, no Defaults exist under the Loan Documents or will exist under the Loan
Documents.

     

    
      	
               
      

            	
              Section
      5.

            	
              Miscellaneous.

            


    

     

    5.1           Confirmation.  The
provisions of the Credit Agreement (as amended by this First Amendment) shall
remain in full force and effect in accordance with its terms following the
effectiveness of this First Amendment.

     

    5.2           Ratification and Affirmation
of Obligors.  Except as expressly provided for in Section 5.6
below, each of the Obligors hereby expressly (i) acknowledges the terms of this
First 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.

     

    5.3           Counterparts.  This
First 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.

     

    5.4           No Oral
Agreement.  This written First 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.

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

     

    5.5           Governing
Law.  This First 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.

    


    5.6           Release of Security Interest
in Deposit Account.  Pursuant to that certain Amended and
Restated Second Lien Guarantee and Collateral Agreement dated as of April 9,
2009 among the Borrower, the other Obligors and the Administrative Agent, the
Lenders have a security interest in certain deposit accounts of the Borrower,
including, without limitation, depository Account No. 51575503 and depository
Account No. 3682293, each maintained at Amegy Bank, National
Association.  In connection with the foregoing, the Majority Lenders
hereby authorize the Administrative Agent to release and/or ratify the release
of its security interest in such deposit accounts and execute any other releases
or other documents reasonably requested by the Borrower to reflect the
foregoing.


    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

     

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

    


    


    
      	
              BORROWER:

            	
              ROSETTA
      RESOURCES INC.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ MICHAEL J. ROSINSKI

            
	 
      	 
      	
                   
      Michael J. Rosinski

            
	 
      	 
      	
                   
      Executive Vice President, Chief Financial Officer and
      Treasurer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	GUARANTORS:
	 
      	
              ROSETTA
      RESOURCES OFFSHORE, LLC,

            
	 
      	
              ROSETTA
      RESOURCES HOLDINGS, LLC,

            
	 
      	
              ROSETTA
      RESOURCES OPERATING LP

            
	 
      	
              ROSETTA
      RESOURCES GATHERING LP

            
	 
      	
              By:
      Rosetta Resources Operating GP, LLC, its general
partner

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ MICHAEL J. ROSINSKI

            
	 
      	 
      	
                   
      Michael J. Rosinski

            
	 
      	 
      	
                   
      Executive Vice President, Chief Financial Officer and
      Treasurer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              ROSETTA
      RESOURCES OPERATING GP, LLC

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ MICHAEL J. ROSINSKI

            
	 
      	 
      	
                   
      Michael J. Rosinski

            
	 
      	 
      	
                   
      Executive Vice President, Chief Financial Officer and
      Treasurer

            


    

    


    


    Signature
Page – 1st
Amendment

    Page
1

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      	
              ADMINISTRATIVE
      AGENT:

            	
              BNP
      PARIBAS,

            
	 
      	
              as
      Administrative Agent

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ EVANS SWANN

            
	 
      	
              Name:

            	
                   Evans
      Swann

            
	 
      	
              Title:

            	
                  
      Managing Director

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ EDWARD PAK

            
	 
      	
              Name:

            	
                   
      Edward Pak

            
	 
      	
              Title:

            	
                  
      Vice President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              LENDERS:

            	
              BNP
      PARIBAS

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ EVANS SWANN

            
	 
      	
              Name:

            	
                  
      Evans Swann

            
	 
      	
              Title:

            	
                  
      Managing Director

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ EDWARD PAK

            
	 
      	
              Name:

            	
                   
      Edward Pak

            
	 
      	
              Title:

            	
                   
      Vice President

            
	 
      	 
      	 
      
	 
      	
              WELLS
      FARGO ENERGY CAPITAL, INC.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ BRYAN MCDONALD

            
	 
      	
              Name:

            	
                   
      Bryan McDonald

            
	 
      	
              Title:

            	
                   
      Vice President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              UNIONBANCAL
      EQUITIES, INC.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ TED MCNULTY

            
	 
      	
              Name:

            	
                   
      Ted McNulty

            
	 
      	
              Title:

            	
                   
      Senior Vice President

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ MARGARET ELOWER

            
	 
      	
              Name:

            	
                   
      Margaret Elower

            
	 
      	
              Title:

            	
                   
      Vice President

            


    

    


     

    Signature
Page – 1st
Amendment

    Page
2


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      	 
      	
              AMEGY
      BANK NATIONAL ASSOCIATION

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ KENNETH R. BATSON,
  III

            
	 
      	
              Name:

            	
                   Kenneth
      R. Batson, III

            
	 
      	
              Title:

            	
                  
      Vice President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              USB
      CAPITAL RESOURCES, INC.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ BRIAN HARRER

            
	 
      	
              Name:

            	
                   
      Brian Harrer

            
	 
      	
              Title:

            	
                   
      Vice President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              THE
      PRUDENTIAL INSURANCE COMPANY OF AMERICA

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ BRIAN THOMAS

            
	 
      	
              Name:

            	
                  
      Brian Thomas

            
	 
      	
              Title:

            	
                  
      Vice President

            


    

    


    


    Signature
Page – 1st
Amendment

    Page
3