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Exhibit
10.22
Executive
Version
F IRST A
MENDMENT
TO
S ENIOR R
EVOLVING C REDIT A
GREEMENT
Among
R OSETTA R
ESOURCES I NC .,
as Borrower,
BNP P ARIBAS
,
as Administrative
Agent,
and
The Lenders Signatory
Hereto
Effective as of September 26,
2005
F IRST A
MENDMENT TO S ENIOR R
EVOLVING C REDIT A
GREEMENT
This F IRST A
MENDMENT TO S ENIOR R
EVOLVING C REDIT A
GREEMENT (this “ First Amendment
”) executed effective as of the 26th of September, 2005 (the
“ First Amendment Effective Date ”) is among R
OSETTA R ESOURCES I NC
., 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 (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 First Amendment, shall
have the meaning ascribed such term in the Credit Agreement. Unless
otherwise indicated, all section references in this First Amendment
refer to the Credit Agreement.
Section 2. Amendments to
Credit Agreement .
2.1 Definitions .
Section 1.02 is hereby amended by amending or adding the following
definitions:
(a) Applicable Margin
. The Borrowing Base Utilization Grid within the definition of
“Applicable Margin” is hereby amended and restated in
its entirety to read as follows:
Borrowing Base Utilization
Grid
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Borrowing Base Utilization
Percentage
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<50%
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³ 50%
< 75%
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³ 75 %
<90 %
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³ 90 %
<100%
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LIBOR Margin
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1.250 |
% |
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1.500 |
% |
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1.750 |
% |
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2.000 |
% |
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ABR Margin
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0.000 |
% |
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0.000 |
% |
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0.250 |
% |
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0.500 |
% |
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Commitment Fee Rate
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0.375 |
% |
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0.375 |
% |
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0.375 |
% |
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0.375 |
% |
Page 2
(b) Change in Law .
The definition of “Change in Law” is hereby amended by
deleting the second “)” after “Section
5.01(b)”.
(c) First Amendment
Effective Date . The definition of First Amendment Effective
Date is hereby added in the appropriate alphabetical
order:
“ ‘ First
Amendment Effective Date ’ means the date of that certain
First Amendment to Senior Revolving Credit Agreement dated as of
September 26, 2005, by and among the Borrower, the Administrative
Agent and other Lenders thereto.”
(d) Guarantors. The
definition of Guarantors is hereby amended and restated in its
entirety as follows:
“ ‘
Guarantors ’ means, collectively:
Rosetta Resources Operating
LP;
Rosetta Resources Offshore,
LLC;
Rosetta Resources Operating
GP, LLC
Rosetta Resources Holdings,
LLC;
each Subsidiary that
guarantees the Indebtedness pursuant to Section 8.14(b);
and
any other Person that must
guarantee the Indebtedness in order for the Borrower to comply with
Section 9.04(b)(ii)(D).”
(e) Intercreditor
Agreement . The definition of “Intercreditor
Agreement” is hereby amended and restated in its entirety as
follows:
“ ‘
Intercreditor Agreement ’ means in respect of the
Second Lien Term Loan Agreement, the terms of subordination as
attached as Annex II to the Second Lien Term Loan Agreement, as the
same may from time to time be amended, modified, supplemented or
restated in accordance with the provisions of Section
9.04(b).”
(f) Second Lien Notes
. The definition of “Second Lien Notes” is hereby
amended by replacing “$100,000,000” with
“$75,000,000”.
(g) Separation . The
definition of “Separation” is hereby amended by
replacing “Senior” with “Second Lien” in
subsection (d)(iii).
2.2 Interim
Redetermination of the Borrowing Base . Pursuant to Section
2.07(b), the Borrower elects to initiate, and each Lender consents
to, an Interim Redetermination pursuant to
Page 3
which the Borrowing Base shall be
increased to $325,000,000, effective from and including the First
Amendment Effective Date 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
3.04(c)(iii) . The last sentence of Section 3.04(c)(iii) is
hereby amended and restated in its entirety as follows:
“The Borrower shall be
obligated to make such prepayment and/or deposit of cash collateral
on the date it or any Restricted Subsidiary consummates such
disposition; provided that all payments required to be made
pursuant to this Section 3.04(c)(iii) must be made on or prior to
the Termination Date.”
2.4 Amendment to Section
7.14 . Section 7.14 is hereby amended by adding a
“)” after “such Capital Lease”.
2.5 Amendment to Section
7.24 . Section 7.24 is hereby amended and restated in its
entirety as follows:
“7.24 Specified
Senior Indebtedness . The Indebtedness of the Borrower
constitutes “Senior Indebtedness” as defined in the
Second Lien Term Loan Documents.”
2.6 Amendment to Section
9.02(g) . Section 9.02(g) is hereby amended by replacing
“$100,000,000” with
“$75,000,000”.
2.7 Amendment to Section
9.04(b) . Section 9.04(b)(iii) is hereby amended and restated
in its entirety as follows:
“(iii) designate any
Debt (other than obligations of the Borrower and the Restricted
Subsidiaries pursuant to the Loan Documents) as “Senior
Indebtedness” or give any such other Debt any other similar
designation.”
2.8 Amendment to Section
9.13(b) . Section 9.13(b) is hereby amended and restated in its
entirety as follows:
“(b) farmouts in the
ordinary course of business of undeveloped acreage or undrilled
depths and assignments in connection with such
farmouts”
2.09 Amendment to Section
9.21 . Section 9.21 is hereby amended by (a) adding the word
“unless” after the first occurrence of the term
“Gas Sales Contract” and before subsection (i) and (b)
replacing $2,500,000 with $5,000,000 in the second
sentence.
2.10 Amendment to Section
12.13 . Section 12.13 is hereby amended by deleting the word
“Specified” from the section.
2.11 Amendment to Exhibit
F-1 . Exhibit F-1 is hereby amended and restated in
i
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