ex10_43.htm


    
      

    

    EXECUTION COPY


    Fourth
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 June 9, 2008

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      



    Fourth
Amendment to Second Lien Term Loan Agreement

    


    This
Fourth Amendment to Second Lien Term Loan 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
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
Second Amendment to Second Lien Term Loan Agreement, dated December 6, 2006 and
the Third Amendment to Second Lien Term Loan 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
Second Lien Term Loan Agreement, as amended by the First Amendment to Second
Lien Term Loan Agreement, dated September 26, 2005, the Second Amendment to
Second Lien Term Loan Agreement, dated December 6, 2006, the Third Amendment to
Second Lien Term Loan Agreement, dated May 1, 2007 and the Fourth Amendment to
Second Lien Term Loan Agreement, dated June 9, 2008, as the same may from time
to time be further amended, modified, supplemented or restated.

     

    
      
        
           


        

        
          Page
2

          
            

          

        

        
           


        

      

    

     

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

     

    Section
3.       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 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 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.

    


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

    


    3.3       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.

    


    Section
4.       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.

    


    Section
5.        Miscellaneous.

    


    5.1       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.

    


    5.2      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.


    
      
         


      

      
        Page
3

        
          

        

      

      
         


      

    

     

    5.3      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.

    


    5.4      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.

    


    5.5      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.


    
      
         


      

      
        Page
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 – 2nd Lien Term Loan 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:

            	Director	 
	 
      	 
      	 
      	 
	
              LENDERS:

            	
              BNP
      PARIBAS

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	/s/ Evans
      R. Swann	 
	 
      	
              Name:

            	Evans
      R. Swann	 
	 
      	
              Title:

            	Managing
      Director	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	/s/ Polly
      Schott	 
	 
      	
              Name:

            	Polly
      Schott	 
	 
      	
              Title:

            	Director	 
	 
      	 
      	 
      	 
	 
      	
              WELLS
      FARGO ENERGY CAPITAL, INC.

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	/s/ Bryan
      McDavid 	 
	 
      	
              Name:

            	Bryan
      Mc David	 
	 
      	
              Title:

            	Assistant
      Vice President	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              MAPLE
      STONE CREDIT OPPORTUNITY MASTER FUND, LTD.

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 	 
	 
      	
              Name:

            	 
      	 
	 
      	
              Title:

            	 
      	 


    

    
      	
               
      

            	 


    

     

    Fourth Amendment – 2nd Lien Term Loan
Agreement

    
      
         


      

      
        Signature
Page - 6

        
          

        

      

      
         


      

    

    


    
      	
              LENDERS:

            	
              THE
      PRUDENTIAL INSURANCE COMPANY OF AMERICA

            	 
	 
      	 
      	 
      	 	 
	 
      	 
      	 
      	 	 
	 
      	
              By:

            	/s/
      Brian N. Thomas	 
	 
      	
              Name:

            	Brian
      N. Thomas	 
	 
      	
              Title:

            	Vice
      President  	 
	 
      	 
      	 
      	 	 
	 
      	 
      	 
      	 	 
	 
      	
              PRUCO
      LIFE INSURANCE COMPANY

            	 
	 
      	 
      	 
      	 	 
	 
      	 
      	 
      	 	 
	 
      	
              By:

            	/s/
      Brian N. Thomas	 
	 
      	
              Name:

            	Brian
      N. Thomas	 
	 
      	
              Title:

            	Vice
      President	 
	 
      	 
      	 
      	 	 
	 
      	 
      	 
      	 	 
	 
      	
              AMERICAN
      SKANDIA LIFE ASSURANCE CORPORATION

            
	 
      	 
      	 
      	 	 
	 
      	 
      	 
      	 	 
	 
      	
              By:

            	
              Prudential
      Investment Management, Inc.,

            	 
	 
      	 
      	
              as
      investment manager

            	 
	 
      	 
      	 
      	 	 
	 
      	 
      	 
      	 	 
	 
      	By:	
              /s/ Brian N. Thomas

            	 
	 
      	Name:	
              Brian N. Thomas

            	 
	 
      	Title:	
              Vice President  

            	 
	 
      	 
      	 
      	 	 
	 
      	 
      	 
      	 	 
	 
      	GATEWAY
      RECOVERY TRUST	 
	 
      	 
      	 
      	 	 
	 
      	
              
                By:

              

            	
              
                Prudential Investment Management, Inc.,

              

            	 
	 
      	 
      	
              as asset manager

            	 
	 
      	 
      	 
      	 	 
	 
      	 
      	 
      	 	 
	 
      	
              By:

            	/s/
      Brian N. Thomas	 
	 
      	
              Name:

            	Brian
      N. Thomas 	 
	 
      	
              Title:

            	Vice
      President  	 


    

     

     

    Fourth
Amendment – 2nd Lien Term Loan Agreement


     

    Signature Page -
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