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:
|
Borrowing Base Utilization
Grid
|
Borrowing Base
Utilization Percentage
|
< 50%
|
³
50%
< 75 %
|
³
75 %
<
90 %
|
³
90 %
|
|
|
1.000%
|
1.250%
|
1.500%
|
1.750%
|
|
|
0.000%
|
0.000%
|
0.250%
|
0.500%
|
|
|
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
