Senior Revolving Credit Agreement

This Second Amendment to Senior Revolving Credit 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 ”).

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 “ 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 Senior Revolving Credit Agreement, 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 the same may from time to time be further amended, modified, supplemented or restated.

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