AMENDMENT to the SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT
Exhibit 10.25
AMENDMENT to the SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT
This Amendment to the Second Lien Guarantee and Collateral Agreement, dated as of September 27, 2005, made by Rosetta Resources, Inc., a Delaware corporation, Rosetta Resources Offshore, LLC, a Delaware limited liability company, Rosetta Resources Operating LP, a Delaware limited partnership, Rosetta Resources Holdings, LLC, a Delaware limited liability company, Rosetta Resources Operating GP, LLC, a Delaware limited liability company, in favor of BNP Paribas, as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.
W I T N E S S E T H:
WHEREAS, Rosetta Resources Inc. (the “Borrower”), the Lenders, the Administrative Agent and the other Agents, have entered into a Second Lien Term Loan Agreement, dated as of July 7, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its Subsidiaries have entered into the Guarantee and Collateral Agreement, dated as of July 7, 2005 (as amended, supplemented or otherwise modified from time to time, the “Second Lien Guarantee and Collateral Agreement”) in favor of the Administrative Agent for the benefit of the Lenders and Affiliates of the Lenders;
WHEREAS, Rosetta Resources Inc. has recently restructured its subsidiaries;
NOW, THEREFORE, IT IS AGREED:
1. Guarantee and Collateral Agreement. The Second Lien Guarantee and Collateral Agreement is hereby amended by amending and restating Schedules 1 through 4 with the Schedules 1 through 4 attached hereto.
2. Governing Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS.
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
[Signatures begin on the next page]
Amendment to Guarantee and Collateral Agreement - 1
| BORROWER: | ROSETTA RESOURCES INC. | |||
| By: |
| |||
| Xxxxxxx X. Xxxxxxxx, 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: |
| |||
| Xxxxxxx X. Xxxxxxxx, Executive Vice President, Chief Financial Officer, Secretary and Treasurer | ||||
| ADMINISTRATIVE AGENT: | BNP PARIBAS, | |||
| as Administrative Agent | ||||
| By: |
| |||
| Name: | ||||
| Title: | ||||
| By: |
| |||
| Name: | ||||
| Title: | ||||
Amendment to Guarantee and Collateral Agreement - 2
SCHEDULE 1
NOTICE ADDRESS OF OBLIGORS
| Obligor |
Address | |
| c/o Calpine Corporation 000 Xxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 | ||
| Rosetta Resources Offshore, LLC |
c/o Calpine Corporation 000 Xxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 | |
| Rosetta Resources Operating LP |
c/o Calpine Corporation 000 Xxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 | |
| Rosetta Resources Holdings, LLC |
c/o Corporation Services Company, 0000 Xxxxxxxxxxx Xx., Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000 | |
| Rosetta Resources Operating GP, LLC |
c/o Calpine Corporation 000 Xxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 | |
Schedule 1 - 1
SCHEDULE 2
DESCRIPTION OF PLEDGED SECURITIES
| Owner |
Issuer |
Class of Stock or other Equity Interest |
Percentage Interest |
# of Shares/Units |
Certificate # | |||||
| Rosetta Resources Inc. |
Rosetta Resources Offshore, LLC |
Membership interest in limited liability company |
100% | N/A | 2 | |||||
| Rosetta Resources Inc. |
Rosetta Resources Holdings, LLC |
Membership interest in limited liability company |
100% | N/A | ||||||
| Rosetta Resources Inc. |
Rosetta Resources Operating GP, LLC |
Membership interest in limited liability company |
100% | N/A | ||||||
| Rosetta Resources Holdings, LLC |
Rosetta Resources Operating LP |
Limited partnership interest |
99% | N/A | ||||||
| Rosetta Resources Operating GP, LLC |
Rosetta Resources Operating LP |
General partner interest in limited partnership |
1% | N/A | ||||||
Schedule 2 - 1
SCHEDULE 3
FILINGS AND OTHER ACTIONS
REQUIRED TO PERFECT SECURITY INTERESTS
Uniform Commercial Code Filings
| 1. | UCC-1 Filing in the name of Rosetta Resources Inc. in the office of the Delaware Secretary of State |
| 2. | UCC-1 Filing in the name of Rosetta Resources Offshore, LLC in the office of the Delaware Secretary of State |
| 3. | UCC-1 Filing in the name of Calpine Natural Gas L.P. in the office of the Delaware Secretary of State and a UCC-3 evidencing the name change to Rosetta Resources Operating LP. |
| 4. | UCC-1 Filing in the name of Calpine Natural Gas Holdings, LLC in the office of the Delaware Secretary of State and a UCC-3 evidencing the name change to Rosetta Resources Holdings, LLC. |
| 5. | UCC-1 Filing in the name of Calpine Natural Gas GP, LLC in the office of the Delaware Secretary of State and a UCC-3 evidencing the name change to Rosetta Resources Operating GP, LLC. |
Delivery to Administrative Agent of Pledged Securities
| 1. | Rosetta Resources Offshore, LLC membership interest; certificate number: 2 |
| 2. | Rosetta Resources Operating LP partnership interest; certificate number: |
| 3. | Rosetta Resources Holdings, LLC membership interest; certificate number: |
| 4. | Rosetta Resources Operating GP, LLC membership interest; certificate number: |
Deposit Account
The execution of the Blocked Account Control Agreement by and among the Borrower, the Administrative Agent and the depository bank named therein, granting the Administrative Agent “control” over the Margin Account.
Schedule 3 - 1
SCHEDULE 4
| • | Jurisdiction of Organization: Delaware |
| • | Delaware Secretary of State File Number 3980164 |
| • | Taxpayer Identification Number: 00-0000000 |
| • | Location of chief executive office: c/o Calpine Corporation, 000 Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 |
Other names and trade names used in the past five years: None
Rosetta Resources Offshore, LLC
| • | Jurisdiction of Organization: Delaware |
| • | Delaware Secretary of State File Number 3989132 |
| • | Taxpayer Identification Number: 00-0000000 |
| • | Location of chief executive office: c/o Calpine Corporation, 000 Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 |
| • | Other names and trade names used in the past five years: None |
Rosetta Resources Operating LP
| • | Jurisdiction of Organization: Delaware |
| • | Delaware Secretary of State File Number 3518137 |
| • | Taxpayer Identification Number: 00-0000000 |
| • | Location of chief executive office: c/o Calpine Corporation, 000 Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 |
| • | Other names and trade names used in the past five years: Calpine Natural Gas L.P. |
Rosetta Resources Holdings, LLC
| • | Jurisdiction of Organization: Delaware |
| • | Delaware Secretary of State File Number 3980115 |
| • | Taxpayer Identification Number: 00-0000000 |
| • | Location of chief executive office: c/o Corporation Services Company, 0000 Xxxxxxxxxxx Xx., Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000 |
| • | Other names and trade names used in the past five years: Calpine Natural Gas Holdings, LLC |
Rosetta Resources Operating GP, LLC
| • | Jurisdiction of Organization: Delaware |
| • | Delaware Secretary of State File Number 3518133 |
| • | Taxpayer Identification Number: 00-0000000 |
| • | Location of chief executive office: c/o Calpine Corporation, 000 Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 |
| • | Other names and trade names used in the past five years: Calpine Natural Gas GP, LLC |
Schedule 4 - 1
