ex10_28.htm


    
      

    

    Exhibit
10.28


    


    


    Second
Amendment

    


    to

    


    Second
Lien Term Loan Agreement

    


    Among

    


    Rosetta
Resources Inc.,

    as
Borrower,

    


    BNP
Paribas,

    as
Administrative Agent,

    


    and

    


    The
Lenders Signatory Hereto

    


    


    Effective
as of December 6, 2006

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Second
Amendment to Second Lien Term Loan Agreement

    


    This
Second Amendment to Second Lien Term Loan Agreement (this “Second Amendment”)
executed effective as of the 6th of December, 2006 (the “Second 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 Second Lien Term Loan Agreement dated as of July 7, 2005, as
amended by the First Amendment to Second Lien Term Loan Agreement dated
September 26, 2005 (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 Second Amendment, shall have the
meaning ascribed such term in the Credit Agreement.  Unless otherwise
indicated, all section references in this Second 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
Second Lien Term Loan Agreement, as amended by the First Amendment to Second
Lien Term Loan Agreement, dated September 26, 2005 and the Second Amendment to
Second Lien Term Loan Agreement, dated December 6, 2006, as the same may from
time to time be further amended, modified, supplemented or
restated.

    


    
      
        
           


        

        
          Page
2

          
            

          

        

        
           


        

      

    

    


    2.2          
 Section
9.19.  Section 9.19 is hereby amended and restated in its
entirety as follows:

    


    Section
9.19           Swap
Agreements.  The Borrower will not, and will not permit any
Restricted Subsidiary to, enter into any Swap Agreements with any Person other
than (a) those Swap Agreements required under Section 8.18; (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) 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 and 75% of the reasonably
anticipated projected production (as shown in the most recent Reserve Report)
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 and (B) 50% of the reasonably anticipated projected production (as
shown in the most recent Reserve Report) 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 35% of the reasonably anticipated projected
production (as shown in the most recent Reserve Report) 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, and 0% of the reasonably anticipated projected production (as shown
in the most recent Reserve Report) from proved, developed, non-producing Oil and
Gas Properties for each twelve month period during which each such Swap
Agreement is in effect, for each calendar year thereafter; 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; and (c) Swap Agreements in
respect of interest rates with an Approved Counterparty, as follows: (i) Swap
Agreements effectively converting interest rates from fixed to floating, the
notional amounts of which (when aggregated with all other Swap Agreements of the
Borrower and its Restricted Subsidiaries then in effect effectively converting
interest rates from fixed to floating) do not exceed 50% of the then outstanding
principal amount of the Borrower’s Debt for borrowed money which bears interest
at a fixed rate (after netting out any Swap Agreements then in effect
effectively converting interest rates from floating to fixed) and (ii) Swap
Agreements effectively converting interest rates from floating to fixed, the
notional amounts of which (when aggregated with all other Swap Agreements of the
Borrower and its Restricted Subsidiaries then in effect effectively converting
interest rates from floating to fixed) do not exceed 75% of the then outstanding
principal amount of the Borrower’s Debt for borrowed money which bears interest
at a floating rate (after netting out any Swap Agreements then in effect
effectively converting interest rates from floating to fixed). For purposes of
this Section 9.19(b), the notional volumes and corresponding swap volumes so
determined shall be calculated and recorded  separately for natural
gas and crude oil, and natural gas volumes shall include associated natural gas
liquids volumes.  In no event shall any Swap Agreement contain any
current requirement, agreement or covenant for the Borrower or any Restricted
Subsidiary to post collateral or margin, other than letters of credit permitted
by this Agreement (in an amount not to exceed $50,000,000 in the aggregate), to
secure their obligations under such Swap Agreement or to cover market
exposures.

    


    
      
        
           


        

        
          Page
3

          
            

          

        

        
           


        

      

    

    


    Section
3.           
  Conditions
Precedent.  The effectiveness of this Second 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 Second
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        
   Second
Amendment.  The Administrative Agent shall have received
multiple counterparts as requested of this Second Amendment from each
Lender.

    


    3.3        
   No
Default.  No Default or Event of Default shall have occurred
and be continuing as of the Second 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 Second 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 Second 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 Second 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 Second Amendment) shall
remain in full force and effect in accordance with its terms following the
effectiveness of this Second Amendment.

    


    5.2       
    Ratification and Affirmation
of Obligors.  Each of the Obligors hereby expressly (i)
acknowledges the terms of this Second 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.

    


    
      
        
           


        

        
          Page
4

          
            

          

        

        
           


        

      

    

    


    5.3    
       Counterparts.  This
Second 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 Second 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 Second 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.

    


    
      
        
           


        

        
          Page
5

          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Second 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

                                                        	 
      


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      Second
Amendment – 2nd Lien Term Loan Agreement

      Signature Page -
6

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            	
                                                                                                    ADMINISTRATIVE
      AGENT:

                                                                                                  	
                                                                                                    BNP
      PARIBAS,

                                                                                                  
	 
      	
                                                                                                    as
      Administrative Agent

                                                                                                  
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                    By:

                                                                                                  	 
      	 
      
	 
      	
                                                                                                    Name:

                                                                                                  
	 
      	
                                                                                                    Title:

                                                                                                  
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                    By:

                                                                                                  	 
      	 
      
	 
      	
                                                                                                    Name:

                                                                                                  
	 
      	
                                                                                                    Title:

                                                                                                  
	 
      	 
      	 
      	 
      
	
                                                                                                    LENDERS:

                                                                                                  	
                                                                                                    BNP
      PARIBAS

                                                                                                  
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                    By:

                                                                                                  	 
      	 
      
	 
      	
                                                                                                    Name:

                                                                                                  
	 
      	
                                                                                                    Title:

                                                                                                  
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                    By:

                                                                                                  	 
      	 
      
	 
      	
                                                                                                    Name:

                                                                                                  
	 
      	
                                                                                                    Title:

                                                                                                  
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                    ENERGY
      COMPONENTS SPC EEP ENERGY EXPLORATION AND PRODUCTION SEGREGATED
      PORTFOLIO

                                                                                                  
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                    By:

                                                                                                  	 
      	 
      
	 
      	
                                                                                                    Name:

                                                                                                  
	 
      	
                                                                                                    Title:

                                                                                                  
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                    J.P.
      MORGAN WHITEFRIARS INC.

                                                                                                  
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                                                                    By:

                                                                                                  	 
      	 
      
	 
      	
                                                                                                    Name:

                                                                                                  
	 
      	
                                                                                                    Title:

                                                                                                  


                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          Second
Amendment – 2nd Lien Term Loan Agreement

          Signature Page - 7

           

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          	
                                                                                                  LENDERS:

                                                                                                	
                                                                                                  THE
      PRUDENTIAL INSURANCE COMPANY OF AMERICA

                                                                                                
	 
      	 
      	 
      	 	 
      
	 
      	 
      	 
      	 	 
      
	 
      	
                                                                                                  By:

                                                                                                	 
      	 	 
      
	 
      	
                                                                                                  Name:

                                                                                                
	 
      	
                                                                                                  Title:

                                                                                                
	 
      	 
      	 
      	 	 
      
	 
      	 
      	 
      	 	 
      
	 
      	
                                                                                                  PRUCO
      LIFE INSURANCE COMPANY

                                                                                                
	 
      	 
      	 
      	 	 
      
	 
      	 
      	 
      	 	 
      
	 
      	
                                                                                                  By:

                                                                                                	 
      	 	 
      
	 
      	
                                                                                                  Name:

                                                                                                
	 
      	
                                                                                                  Title:

                                                                                                
	 
      	 
      	 
      	 	 
      
	 
      	 
      	 
      	 	 
      
	 
      	
                                                                                                  AMERICAN
      SKANDIA LIFE ASSURANCE CORPORATION

                                                                                                
	 
      	 
      	 
      	 	 
      
	 
      	 
      	 
      	 	 
      
	 	By: 
      	

                                                                                                  Prudential
      Investment Management, Inc.,

                                                                                                	 
	 	 	

                                                                                                  as
      investment manager

                                                                                                	 
	 
      	 
      	 
      	 	 
      
	 
      	 
      	 
      	 	 
      
	 
      	 
      	
                                                                                                  By:
      

                                                                                                	 	 
      
	 
      	 
      	
                                                                                                  Name:

                                                                                                	 
      
	 
      	 
      	
                                                                                                  Title:

                                                                                                	 
      
	 
      	 
      	 
      	 	 
      
	 
      	 
      	 
      	 	 
      
	 
      	
                                                                                                  GATEWAY
      RECOVERY TRUST

                                                                                                
	 
      	 
      	 
      	 	 
      
	 
      	 
      	 
      	 	 
      
	 
      	
                                                                                                  By:

                                                                                                	 
      	 	 
      
	 
      	
                                                                                                  Name:

                                                                                                
	 
      	
                                                                                                  Title:

                                                                                                


                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        Second
Amendment – 2nd Lien Term Loan Agreement

        Signature Page - 8