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
EXECUTION COPY
Fourth
Amendment
to
Among
as
Borrower,
BNP
Paribas,
as
Administrative Agent,
and
The
Lenders Signatory Hereto
Effective
as of June 9, 0000
Xxxxxx
Xxxxxxxxx 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
|
||||
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Borrowing
Base Utilization Percentage
|
<
50%
|
³ 50%
< 75 %
|
³
75 %
<
90 %
|
³
90 %
|
|
LIBOR
Margin
|
1.125%
|
1.375%
|
1.625%
|
1.875%
|
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ABR
Margin
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0.000%
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0.000%
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0.250%
|
0.500%
|
|
Commitment
Fee Rate
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0.250%
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0.375%
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0.375%
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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.
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BORROWER:
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||
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By:
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/s/ Xxxxxxx X. Xxxxxxxx | |
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Xxxxxxx
X. Xxxxxxxx, Executive Vice President,
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||
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Chief
Financial Officer, Secretary and Treasurer
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||
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GUARANTORS:
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||
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ROSETTA
RESOURCES OFFSHORE, LLC,
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||
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ROSETTA
RESOURCES HOLDINGS, LLC,
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||
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ROSETTA
RESOURCES OPERATING GP, LLC
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||
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ROSETTA
RESOURCES OPERATING LP
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||
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By:
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Rosetta
Resources Operating GP, LLC, its general partner
|
|
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By:
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/s/ Xxxxxxx X. Xxxxxxxx | |
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Xxxxxxx
X. Xxxxxxxx, Executive Vice
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||
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President,
Chief Financial Officer,
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||
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Secretary
and Treasurer
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Fourth
Amendment – Senior Revolving Credit Agreement
Signature
Page - 5
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ADMINISTRATIVE
AGENT:
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BNP
PARIBAS,
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||
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as
Administrative Agent
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|||
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By:
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/s/ Xxxxx X. Xxxxx | ||
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Name:
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Xxxxx X. Xxxxx | ||
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Title:
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Managing Director | ||
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By:
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/s/ Xxxxx Xxxxxx | ||
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Name:
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Xxxxx Xxxxxx | ||
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Title:
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Managing Director | ||
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LENDERS:
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BNP
PARIBAS
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||
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By:
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/s/ Xxxxx X. Xxxxx | ||
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Name:
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Xxxxx X. Xxxxx | ||
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Title:
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Managing Director | ||
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By:
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/s/ Xxxxx Xxxxxx | ||
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Name:
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Xxxxx Xxxxxx | ||
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Title:
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Managing Director | ||
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MIZUHO
CORPORATE BANK, LTD.
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|||
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By:
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/s/ Xxxxxxx Xxxxxxx | ||
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Name:
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Xxxxxxx Xxxxxxx | ||
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Title:
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Deputy General Manager | ||
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THE
FROST NATIONAL BANK
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|||
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By:
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/s/ Xxxxxx X. Xxxxxx | ||
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Name:
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Xxxxxx X. Xxxxxx | ||
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Title:
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Sr. Vice President | ||
Fourth
Amendment – Senior Revolving Credit Agreement
Signature
Page - 6
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LENDERS:
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AMEGY
BANK, NATIONAL ASSOCIATION
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||
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By:
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/s/ W. Xxxxx Xxxxxxx | ||
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Name:
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W. Xxxxx Xxxxxxx | ||
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Title:
|
Senior Vice President | ||
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XXXXX
FARGO BANK, N.A.
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|||
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By:
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/s/ M Xxxxxx | ||
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Name:
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Xxxxx Xxxxxx | ||
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Title:
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Vice President | ||
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BANK
OF TEXAS, N.A.
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|||
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By:
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/s/ Xxxx Xxxxxxx | ||
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Name:
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Xxxx Xxxxxxx | ||
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Title:
|
Vice President | ||
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ALLIED IRISH BANKS,
p.l.c.
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|||
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By:
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/s/ Xxxxx X'Xxxxxxxx | ||
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Name:
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Xxxxx X'Xxxxxxxx | ||
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Title:
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Assistant Vice President | ||
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By:
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/s/ Xxxxxxx Xxxxxxxx | ||
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Name:
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Xxxxxxx Xxxxxxxx | ||
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Title:
|
Vice President | ||
Fourth Amendment – Senior Revolving Credit
Agreement
Signature
Page - 7
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LENDERS:
|
COMERICA
BANK
|
||
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By:
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/s/ Xxxx Xxxxx | ||
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Name:
|
Xxxxxxx X. Xxxxx | ||
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Title:
|
Senior Vice President | ||
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JPMORGAN
CHASE BANK, N.A.
|
|||
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By:
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/s/ Xxxxxxx X. Xxxxxx | ||
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Name:
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Xxxxxxx X. Xxxxxx | ||
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Title:
|
Vice President | ||
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CALYON
NEW YORK BRANCH
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|||
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By:
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/s/ Xxxxxx X. Xxxxxx | ||
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Name:
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Xxxxxx X. Xxxxxx | ||
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Title:
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Managing Direcor | ||
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By:
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/s/ Xxxxxxx X. Xxxxxx | ||
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Name:
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Xxxxxxx X. Xxxxxx | ||
|
Title:
|
Director | ||
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WACHOVIA
BANK, NATIONAL ASSOCIATION
|
|||
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By:
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/s/ Xxxxx Xxxxx | ||
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Name:
|
Xxxxx Xxxxx | ||
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Title:
|
Director | ||
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UNION
BANK OF CALIFORNIA, N.A.
|
|||
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By:
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/s/ Xxxxxx X. Xxxxx | ||
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Name:
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Xxxxxx X. Xxxxx | ||
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Title:
|
Vice President | ||
Fourth Amendment – Senior Revolving Credit
Agreement
Signature
Page - 8
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NEW
LENDERS:
|
BANK OF
AMERICA,
N.A.
|
||
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By:
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/s/ Xxxxxxx X. Xxxxxxx | ||
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Name:
|
Xxxxxxx X. Xxxxxxx | ||
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Title:
|
Managing Director | ||
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COMPASS
BANK
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|||
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By:
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/s/ Xxxxxxxx X. Xxxxx | ||
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Name:
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Xxxxxxxx X. Xxxxx | ||
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Title:
|
Senior Vice President | ||
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U.S.
BANK NATIONAL ASSOCIATION
|
|||
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By:
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/s/ Xxxxx X. Xxxxxxx | ||
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Name:
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Xxxxx X. Xxxxxxx | ||
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Title:
|
Senior Vice President | ||
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EXITING
LENDERS:
|
THE
BANK OF TOKYO – MITSUBISHI UFJ, LTD., NEW YORK BRANCH (AS SUCCESSOR BY
MERGER TO UFJ BANK LIMITED)
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||
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By:
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/s/ Xxxxx Xxxxx | ||
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Name:
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Xxxxx Xxxxx | ||
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Title:
|
Vice President & Manager | ||
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GUARANTY
BANK, FSB
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|||
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By:
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/s/ W. Xxxxx XxXxxxxx XX | ||
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Name:
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W. Xxxxx XxXxxxxx XX | ||
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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 | ||||
|
Xxxxx
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
