ex10_42.htm


    
      

    

    EXECUTION COPY


     

    Fourth
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 June 9, 2008

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Fourth
Amendment to Senior Revolving Credit Agreement

    


    This
Fourth Amendment to Senior Revolving Credit Agreement (this “Fourth Amendment”)
executed effective as of the 9th of June, 2008 (the “Fourth 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,
the Second Amendment to Senior Revolving Credit Agreement dated December 6, 2006
and the Third Amendment to Senior Revolving Credit Agreement dated May 1, 2007
(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 Fourth Amendment, shall have the
meaning ascribed such term in the Credit Agreement.  Unless otherwise
indicated, all section references in this Fourth 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, the Third
Amendment to Senior Revolving Credit Agreement, dated May 1, 2007 and the Fourth
Amendment to Senior Revolving Credit Agreement, dated as of June 9, 2008, 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:

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
              Borrowing
      Base Utilization Grid

            
	
              Borrowing
      Base Utilization Percentage

            	
              <
      50%

            	
              3 50%

              < 75 %

            	
              3
      75 %

               <
      90 %

            	
              3
      90 %

            
	
              LIBOR
      Margin

            	
              1.125%

            	
              1.375%

            	
              1.625%

            	
              1.875%

            
	
              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.

    


    “Maturity Date” means
April 5, 2010.

    


    2.2      Scheduled Redetermination of
the Borrowing Base.  Pursuant to Section 2.07(b), the Borrowing
Base shall be increased to $400,000,000, effective from and including June 9,
2008 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.

    


    2.3      Amendment to Section
9.21.  Section 9.21 is hereby amended by replacing $5,000,000
with $15,000,000 in the second sentence.

    


    Section
3.       New Lenders and Reallocation
of Commitments and Loans.  The Lenders have agreed among
themselves, in consultation with the Borrower, to reallocate their respective
Commitments and (i) to, among other things, allow each of Bank of America, N.A.,
Compass Bank and U.S. Bank National Association to become a party to the Credit
Agreement as Lender, (each a “New Lender”) by
acquiring an interest in the total Commitments, (ii) to allow Guaranty Bank, FSB
(“Guaranty
Bank”) and The Bank of Tokyo – Mitsubishi UFJ, Ltd., New York Branch (as
successor by merger to UFJ Bank Limited) (each, an “Exiting Lender”) to
assign and be released from their respective Commitment and (iii) to allow
Guaranty Bank to resign as co-agent.  The Administrative Agent and the
Borrower hereby consent to such reallocation and each New Lender’s acquisition
of an interest in the total Commitments, each Exiting Lenders assignment and
release from their respective Commitment and to Guaranty Bank's resignation as a
co-agent.  On the Fourth Amendment Effective Date and after giving
effect to such reallocation of the total Commitments, the Commitment of each
Lender shall be as set forth on Annex I of this Amendment and the Commitment of
each Exiting Lender shall be zero ($0.00).  With respect to such
reallocation, each New Lender shall be deemed to have acquired the Commitment
allocated to it from each of the other Lenders, including the Exiting Lenders,
pursuant to the terms of the Assignment and Assumption Agreement attached as
Exhibit G to the Credit Agreement as if such New Lender and the other Lenders
had executed an Assignment and Assumption Agreement with respect to such
allocation.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    Each
Exiting Lender agrees to promptly return its promissory note marked “cancelled”
or otherwise defaced.

    


    Section
4.       Conditions
Precedent.  The effectiveness of this Fourth Amendment is
subject to the receipt by the Administrative Agent of the following documents
and satisfaction of the other conditions provided in this Section 4, each
of which shall be reasonably satisfactory to the Administrative Agent in form
and substance:

    


    4.1      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 Fourth
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.

    


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

    


    4.3      No
Default.  Other than the possible Defaults/Events of Default,
if any may exist, described in that certain Waiver Letter (the “Litigation Waiver
Letter”) dated August 27, 2007 among the Borrower, the Administrative
Agent and the Majority Lenders, no Default or Event of Default shall have
occurred and be continuing as of the Fourth Amendment Effective
Date.

    


    4.4      Supplements to
Mortgages.  The Administrative Agent shall have received duly
executed counterparts of the Supplemental Mortgages reflecting the extended
Maturity Date in form and substance satisfactory to the Administrative
Agent.

    


    4.5      New Promissory
Notes.  The Borrower will deliver new promissory notes to each
New Lender and to each existing Lender whose Commitment has
increased.

    


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

    


    Section
5.       Representations and
Warranties; Etc.  Each Obligor hereby affirms:  (a)
that as of the date of execution and delivery of this Fourth Amendment, except
as set forth in the Litigation Waiver Letter, 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 Fourth
Amendment Effective Date (unless made as of a specific earlier date, in which
case, was true as of such date); and (b) that, except as set forth in the
Litigation Waiver Letter, after giving effect to this Fourth Amendment and to
the transactions contemplated hereby, no Defaults exist under the Loan Documents
or will exist under the Loan Documents.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    Section
6.       Miscellaneous.

    


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

    


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

    


    6.3       Counterparts.  This
Fourth 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.

    


    6.4      No Oral
Agreement.  This
written Fourth 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.

    


    6.5      Governing
Law.  This
Fourth 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.

    

      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Fourth 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, 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:

            	/s/
      Michael J. Rosinski
	 
      	 
      	
              Michael
      J. Rosinski, Executive Vice

            
	 
      	 
      	
              President,
      Chief Financial Officer,

            
	 
      	 
      	
              Secretary
      and Treasurer

            


    

     

    Fourth
Amendment – Senior Revolving Credit Agreement

      
        
           


        

        
          Signature
Page - 5

          
            

          

        

        
           


        

      



    


    
      	
              ADMINISTRATIVE
      AGENT:

            	
              BNP
      PARIBAS,

            	 
	 
      	
              as
      Administrative Agent

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	/s/
      Evans R. Swann	 
	 
      	
              Name:

            	Evans
      R. Swann	 
	 
      	
              Title:

            	Managing
      Director	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	/s/
      Polly Schott	 
	 
      	
              Name:

            	Polly
      Schott	 
	 
      	
              Title:

            	Managing
      Director	 
	 
      	 
      	 
      	 
	
              LENDERS:

            	
              BNP
      PARIBAS

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	/s/
      Evans R. Swann	 
	 
      	
              Name:

            	Evans
      R. Swann 	 
	 
      	
              Title:

            	Managing
      Director	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	/s/
      Polly Schott	 
	 
      	
              Name:

            	Polly
      Schott	 
	 
      	
              Title:

            	Managing
      Director	 
	 
      	 
      	 
      	 
	 
      	
              MIZUHO
      CORPORATE BANK, LTD.

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	/s/
      Raymond Ventura	 
	 
      	
              Name:

            	Raymond
      Ventura	 
	 
      	
              Title:

            	Deputy
      General Manager	 
	 
      	 
      	 
      	 
	 
      	
              THE
      FROST NATIONAL BANK

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	/s/
      Thomas H. Dungan	 
	 
      	
              Name:

            	Thomas
      H. Dungan	 
	 
      	
              Title:

            	Sr.
      Vice President	 


    

     

    Fourth
Amendment – Senior Revolving Credit Agreement

    
      
        
           


        

        
          Signature
Page - 6

          
            

          

        

        
           


        

      

    

    


    


    
      	
              LENDERS:

            	
              AMEGY
      BANK, NATIONAL ASSOCIATION

            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	/s/
      W. Bryan Chapman	 
	 
      	
              Name:

            	W.
      Bryan Chapman	 
	 
      	
              Title:

            	Senior
      Vice President	 
	 
      	 
      	 
      	 
	 
      	
              WELLS
      FARGO BANK, N.A.

            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	/s/
      M Hodges	 
	 
      	
              Name:

            	Scott
      Hodges	 
	 
      	
              Title:

            	Vice
      President	 
	 
      	 
      	 
      	 
	 
      	
              BANK
      OF TEXAS, N.A.

            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	/s/
      Mari Salazar	 
	 
      	
              Name:

            	Mari
      Salazar	 
	 
      	
              Title:

            	Vice
      President	 
	 
      	 
      	 
      	 
	 
      	
              ALLIED IRISH BANKS,
      p.l.c.

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	/s/
      David O'Driscoll	 
	 
      	
              Name:

            	David
      O'Driscoll	 
	 
      	
              Title:

            	Assistant
      Vice President	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	/s/
      Norbert Galligan	 
	 
      	
              Name:

            	Norbert
      Galligan	 
	 
      	
              Title:

            	Vice
      President	 


    

     

    Fourth Amendment – Senior Revolving Credit
Agreement

    
      
         


      

      
        Signature
Page - 7

        
          

        

      

      
         


      

    

     

    
      	
              LENDERS:

            	
              COMERICA
      BANK

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	/s/
      Greg Smith	 
	 
      	
              Name:

            	Gregory
      D. Smith	 
	 
      	
              Title:

            	Senior
      Vice President	 
	 
      	 
      	 
      	 
	 
      	
              JPMORGAN
      CHASE BANK, N.A.

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	/s/
      Michael A. Kamauf	 
	 
      	
              Name:

            	Michael
      A. Kamauf	 
	 
      	
              Title:

            	Vice
      President	 
	 
      	 
      	 
      	 
	 
      	
              CALYON
      NEW YORK BRANCH

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	/s/
      Dennis E. Petito	 
	 
      	
              Name:

            	Dennis
      E. Petito	 
	 
      	
              Title:

            	Managing
      Direcor	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	/s/
      Michael D. Willis	 
	 
      	
              Name:

            	Michael
      D. Willis	 
	 
      	
              Title:

            	Director	 
	 
      	 
      	 
      	 
	 
      	
              WACHOVIA
      BANK, NATIONAL ASSOCIATION

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	/s/
      Shawn Young	 
	 
      	
              Name:

            	Shawn
      Young	 
	 
      	
              Title:

            	Director	 
	 
      	 
      	 
      	 
	 
      	
              UNION
      BANK OF CALIFORNIA, N.A.

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	/s/
      Daniel A. Davis	 
	 
      	
              Name:

            	Daniel
      A. Davis	 
	 
      	
              Title:

            	Vice
      President	 
	 
      	 
      	 
      	 


    

     

    Fourth Amendment – Senior Revolving Credit
Agreement

    
      
        
        

      

      
        Signature
Page - 8

        
          

        

      

      
        
        

      

    

     

    
      	
              NEW
      LENDERS:

            	
              BANK OF
      AMERICA,
      N.A.

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	/s/
      Stephen J. Hoffman	 
	 
      	
              Name:

            	Stephen
      J. Hoffman	 
	 
      	
              Title:

            	Managing
      Director	 
	 
      	 
      	 
      	 
	 
      	
              COMPASS
      BANK

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	/s/
      Kathleen J. Bowen	 
	 
      	
              Name:

            	Kathleen
      J. Bowen	 
	 
      	
              Title:

            	Senior
      Vice President	 
	 
      	 
      	 
      	 
	 
      	
              U.S.
      BANK NATIONAL ASSOCIATION

            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	/s/
      Monte E. Deckerd	 
	 
      	
              Name:

            	Monte
      E. Deckerd	 
	 
      	
              Title:

            	Senior
      Vice President	 
	 
      	 
      	 
      	 
	
              EXITING
      LENDERS:

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

            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	/s/
      Billy Tracy	 
	 
      	
              Name:

            	Billy
      Tracy	 
	 
      	
              Title:

            	Vice
      President & Manager	 
	 
      	 
      	 
      	 
	 
      	
              GUARANTY
      BANK, FSB

            
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	/s/
      W. David McCarver IV	 
	 
      	
              Name:

            	W.
      David McCarver IV	 
	 
      	
              Title:

            	Vice
      President	 


    

    


    Each
Exiting Lender executes solely for the purpose of assigning its Commitment under
Section 3 and for no other purpose; provided that Guaranty Bank, FSB also
executes for purpose of resigning as co-agent.

     

    Fourth
Amendment – Senior Revolving Credit Agreement

    
      
        
           


        

        
          Signature
Page - 9

          
            

          

        

        
           


        

      

    

    


    ANNEX
I

    LIST
OF MAXIMUM CREDIT AMOUNTS

    


    Aggregate Maximum Credit
Amounts

     

    
      	
              Name
      of Lender

            	 	
              Applicable
      Percentage

            	 	
              Maximum
      Credit Amount

            	 
	
              BNP
      Paribas

            	 	 	10.231	%	 	$	40,923,077	 
	
              Union
      Bank of California, N.A.

            	 	 	8.000	%	 	$	32,000,000	 
	
              Wachovia
      Bank, National Association

            	 	 	8.000	%	 	$	32,000,000	 
	
              Calyon
      New York Branch

            	 	 	8.000	%	 	$	32,000,000	 
	
              JPMorgan
      Chase Bank, N.A.

            	 	 	8.000	%	 	$	32,000,000	 
	
              Comerica
      Bank

            	 	 	8.000	%	 	$	32,000,000	 
	
              Allied
      Irish Bank, plc

            	 	 	6.462	%	 	$	25,846,154	 
	
              Bank
      of Texas, N.A.

            	 	 	6.462	%	 	$	25,846,154	 
	
              Wells
      Fargo Bank, N.A.

            	 	 	6.462	%	 	$	25,846,154	 
	
              Amegy
      Bank of Texas, National Association

            	 	 	6.154	%	 	$	24,615,385	 
	
              The
      Frost National Bank

            	 	 	4.615	%	 	$	18,461,538	 
	
              Mizuho
      Corporate Bank, Ltd.

            	 	 	4.615	%	 	$	18,461,538	 
	
              Bank
      of America, N.A.

            	 	 	5.250	%	 	$	21,000,000	 
	
              Compass
      Bank

            	 	 	4.500	%	 	$	18,000,000	 
	
              U.S.
      Bank National Association

            	 	 	5.250	%	 	$	21,000,000	 
	
              TOTAL

            	 	 	100.00	%	 	$	400,000,000	 


    

     

    
Annex I