Unassociated Document


    
      

    

    Exhibit
10.29



    Third
Amendment

    


    to

    


    Senior
Revolving Credit Agreement

    


    Among

    


    Rosetta
Resources Inc.,

    as
Borrower,

    


    BNP
Paribas,

    as
Administrative Agent,

    


    and

    


    The
Lenders Signatory Hereto

    


    


    Effective
as of May 1, 2007

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Third
Amendment to Senior Revolving Credit Agreement

    


    This
Third Amendment to Senior Revolving Credit Agreement (this “Third Amendment”)
executed effective as of the 1st of May, 2007 (the “Third 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
Senior Revolving Credit Agreement dated as of July 7, 2005, as amended by the
First Amendment to Senior Revolving Credit Agreement dated September 26, 2005
and the Second Amendment to Senior Revolving Credit Agreement dated December 6,
2006 (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 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 Third Amendment, shall have the
meaning ascribed such term in the Credit Agreement.  Unless otherwise
indicated, all section references in this Third 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:

    


    “Agreement” means this
Senior Revolving Credit Agreement, as amended by the First Amendment to Senior
Revolving Credit Agreement, dated September 26, 2005, the Second Amendment to
Senior Revolving Credit Agreement, dated December 6, 2006 and the Third
Amendment to Senior Revolving Credit Agreement, dated as of May 1, 2007, as the
same may from time to time be further amended, modified, supplemented or
restated.

    


    “Applicable Margin”
means, for any day, with respect to any ABR Loan or Eurodollar Loan, or with
respect to the Commitment Fee Rate, as the case may be, the rate per annum set
forth in the Borrowing Base Utilization Grid below based upon the Borrowing Base
Utilization Percentage then in effect:

    


    
      
        
           


        

        
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                          Borrowing
      Base Utilization Grid

                        
	
                          Borrowing
      Base Utilization Percentage

                        	
                          <
      50%

                        	
                          3 50%

                          < 75 %

                        	
                          3
      75 %

                           <
      90 %

                        	
                          3
      90 %

                        
	
                          LIBOR
      Margin

                        	
                          1.000%

                        	
                          1.250%

                        	
                          1.500%

                        	
                          1.750%

                        
	
                          ABR
      Margin

                        	
                          0.000%

                        	
                          0.000%

                        	
                          0.250%

                        	
                          0.500%

                        
	
                          Commitment
      Fee Rate

                        	
                          0.250%

                        	
                          0.375%

                        	
                          0.375%

                        	
                          0.375%

                        


                

              

            

          

        

      

    

    


    Each
change in the Applicable Margin or Commitment Fee Rate shall apply during the
period commencing on the effective date of such change and ending on the date
immediately preceding the effective date of the next such change, provided,
however, that if at any time the Borrower fails to deliver a Reserve Report
pursuant to Section 8.12(a), then the “Applicable Margin” or
“Commitment Fee
Rate” means the rate per annum set forth on the grid when the Borrowing
Base Utilization Percentage is at its highest level.

    


    2.2           Section
9.19(b).  Section 9.19(b) is hereby amended and restated in its
entirety as follows (bold indicates changes from the previous Section
9.19(b)):

    


    “(b) Swap
Agreements in respect of commodities (including price Swap Agreements, basis
differential Swap Agreements, caps, collars, floors and other similar agreements
described in the definition of “Swap Agreements”) (i) with an Approved
Counterparty and (ii) the notional volumes for which, (when aggregated with
other commodity Swap Agreements then in effect other than basis differential
swaps on volumes already hedged pursuant to other Swap Agreements) do not
exceed, as of the date each such Swap Agreement is executed, (A) 100% of the
reasonably anticipated projected production (as shown in the most recent Reserve
Report and/or in another
engineering report which is in form and substance satisfactory to the
Administrative Agent) from proved, developed, producing Oil and Gas
Properties for each twelve month period during which each such Swap Agreement is
in effect, for the next thirty-six months succeeding the execution of each such
Swap Agreement, (B) 75% of the reasonably anticipated projected production (as
shown in the most recent Reserve Report and/or in another engineering report
which is in form and substance satisfactory to the Administrative Agent)
from proved, developed, producing Oil and Gas Properties for each twelve month
period during which each such Swap Agreement is in effect, for each twelve month
period after the first thirty-six months after each such Swap Agreement is
executed, (C) 50% of the reasonably anticipated projected production (as shown
in the most recent Reserve Report and/or in another engineering report
which is in form and substance satisfactory to the Administrative Agent)
from proved, developed, non-producing Oil and Gas Properties for each twelve
month period during which each such Swap Agreement is in effect, for the next
twenty-four months succeeding the execution of each such Swap Agreement and (D)
35% of the reasonably anticipated projected production (as shown in the most
recent Reserve Report and/or in
another engineering report which is in form and substance satisfactory to the
Administrative Agent) from proved, developed, non-producing Oil and Gas
Properties for each twelve month period during which each such Swap Agreement is
in effect, for the period of twelve months succeeding the two-year anniversary
of the execution of each such Swap Agreement; provided, however, that for
purposes of this Section 9.19(b), put options and price floors for crude oil and
natural gas shall be disregarded;”

    


    
      
        
           


        

        
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    2.3           Scheduled Redetermination of
the Borrowing Base.  Pursuant to Section 2.07(b), the Borrowing
Base shall be increased to $350,000,000, effective from and including May 1,
2007 to but excluding the next Redetermination Date.  Notwithstanding
the foregoing, the Borrowing Base may be subject to further adjustments from
time to time pursuant to Section 8.13(c) or Section 9.13.

    


    Section
3.    Conditions
Precedent.  The effectiveness of this Third 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:

    


    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 Third 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           Third
Amendment.  The Administrative Agent shall have received
multiple counterparts as requested of this Third Amendment from each
Lender.

    


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

    


    Section
4.    Representations and
Warranties; Etc.  Each Obligor hereby affirms:  (a)
that as of the date of execution and delivery of this Third 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 Third 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 Third 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 Third Amendment) shall
remain in full force and effect in accordance with its terms following the
effectiveness of this Third Amendment.

    


    
      
        
           


        

        
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    5.2           Ratification and Affirmation
of Obligors.  Each of the Obligors hereby expressly (i)
acknowledges the terms of this Third Amendment, (ii) ratifies and affirms its
obligations under the Guarantee Agreement and the other Security Instruments to
which it is a party, (iii) acknowledges, renews and extends its continued
liability under the Guarantee Agreement and the other Security Instruments to
which it is a party and agrees that its guarantee under the Guarantee 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
Third 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 Third 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.

      

    5.5           Governing
Law.  This
Third 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.

      

    
      
        
           


        

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

    


    


    
      
        
          
            
              	
                      BORROWER:

                    	
                      ROSETTA
      RESOURCES INC.

                    	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                      By: 
      

                    	 
      	 
      
	 
      	 
      	
                      Michael
      J. Rosinski, Executive Vice President, Chief Financial Officer, Secretary
      and Treasurer

                    	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                      GUARANTORS:

                    	 
      	 
      	 
      
	 
      	
                      ROSETTA
      RESOURCES OFFSHORE, LLC

                    	 
      
	 
      	
                      ROSETTA
      RESOURCES HOLDINGS, LLC

                    	 
      
	 
      	
                      ROSETTA
      RESOURCES OPERATING GP, LLC

                    	 
      
	 
      	
                      ROSETTA
      RESOURCES OPERATING LP

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

                    	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                      By: 
      

                    	 
      	 
      
	 
      	 
      	
                      Michael
      J. Rosinski, Executive Vice President, Chief Financial Officer, Secretary
      and Treasurer

                    	 
      


            

          

        

      

    

    
        

      Third Amendment - Senior
Revolving Credit Agreement

      Signature Page -



    

      


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      
        
          
            
              
                
                  
                    	
                            ADMINISTRATIVE
      AGENT:

                          	
                            BNP
      PARIBAS,

                          	 
      
	 
      	
                            as
      Administrative Agent

                          	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      	 
      
	 
      	
                            Name:

                          	 
      	 
      
	 
      	
                            Title:

                          	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      	 
      
	 
      	
                            Name:

                          	 
      	 
      
	 
      	
                            Title:

                          	 
      	 
      
	 
      	 
      	 
      	 
      
	
                            LENDERS:

                          	
                            BNP
      PARIBAS

                          	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      	 
      
	 
      	
                            Name:

                          	 
      	 
      
	 
      	
                            Title:

                          	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      	 
      
	 
      	
                            Name:

                          	 
      	 
      
	 
      	
                            Title:

                          	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                            MIZUHO
      CORPORATE BANK, LTD.

                          	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      	 
      
	 
      	
                            Name: 
      

                          	 
      	 
      
	 
      	
                            Title:

                          	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                            THE
      FROST NATIONAL BANK

                          	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      	 
      
	 
      	
                            Name: 
      

                          	 
      	 
      
	 
      	
                            Title:

                          	 
      	 
      


                  

                

              

            

          

        

      

    

      

    
      Third Amendment - Senior
Revolving Credit Agreement

      Signature Page -


    

      


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      
        
          
            
              
                
                  
                    
                      	
                              LENDERS:

                            	
                              AMEGY
      BANK, NATIONAL ASSOCIATION

                            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                              By:

                            	 
      	 
      
	 
      	
                              Name:

                            	 
      	 
      
	 
      	
                              Title:

                            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                              WELLS
      FARGO BANK, N.A.

                            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                              By:

                            	 
      	 
      
	 
      	
                              Name:

                            	 
      	 
      
	 
      	
                              Title:

                            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                              BANK
      OF TEXAS, N.A.

                            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                              By:

                            	 
      	 
      
	 
      	
                              Name:

                            	 
      	 
      
	 
      	
                              Title:

                            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                              ALLIED
      IRISH BANKS, p.l.c.

                            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                              By:

                            	 
      	 
      
	 
      	
                              Name: 
      

                            	 
      	 
      
	 
      	
                              Title:

                            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                              By:

                            	 
      	 
      
	 
      	
                              Name: 
      

                            	 
      	 
      
	 
      	
                              Title:

                            	 
      	 
      


                    

                  

                

              

            

          

        

      

    

    
        

      Third Amendment - Senior
Revolving Credit Agreement

      Signature Page -



    

      


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      
        
          
            
              
                
                  
                    
                      	
                              LENDERS:

                            	
                              THE
      BANK OF TOKYO – MITSUBISHI UFJ, LTD., NEW YORK BRANCH (AS SUCCESSOR BY
      MERGER TO UFJ BANK LIMITED)

                            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                              By:

                            	 
      	 
      
	 
      	
                              Name: 
      

                            	 
      	 
      
	 
      	
                              Title:

                            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                              COMERICA
      BANK

                            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                              By:

                            	 
      	 
      
	 
      	
                              Name:

                            	 
      	 
      
	 
      	
                              Title:

                            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                              JPMORGAN
      CHASE BANK, N.A.

                            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                              By:

                            	 
      	 
      
	 
      	
                              Name:

                            	 
      	 
      
	 
      	
                              Title:

                            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                              GUARANTY
      BANK, FSB

                            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                              By:

                            	 
      	 
      
	 
      	
                              Name:

                            	 
      	 
      
	 
      	
                              Title:

                            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                              CALYON
      NEW YORK BRANCH

                            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                              By:

                            	 
      	 
      
	 
      	
                              Name: 
      

                            	 
      	 
      
	 
      	
                              Title:

                            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                              By:

                            	 
      	 
      
	 
      	
                              Name: 
      

                            	 
      	 
      
	 
      	
                              Title:

                            	 
      	 
      


                    

                  

                

              

            

          

        

      

    

     

    Third Amendment - Senior
Revolving Credit Agreement

    Signature Page -

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      
        
          
            	
                    LENDERS:

                  	
                    WACHOVIA
      BANK, NATIONAL ASSOCIATION

                  	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                    By:

                  	 
      	 
      
	 
      	
                    Name: 
      

                  	 
      	 
      
	 
      	
                    Title:

                  	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                    UNION
      BANK OF CALIFORNIA, N.A.

                  	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                    By:

                  	 
      	 
      
	
                     
    

                  	      
                    Name: 
      

                  	 
      	 
      
	 
      	
                    Title:

                  	 
      	 
      


          

        

      

    

     



    Third Amendment - Senior
Revolving Credit Agreement

    Signature Page -