EMPLOYMENT AGREEMENTEmployment Agreement • October 7th, 2005 • Rosetta Resources Inc. • Texas
This Employment Agreement (this “Agreement”), effective as of August 1, 2005 (the “Effective Date”), is between Rosetta Resources Inc., a Delaware corporation (“Employer”), and Michael H. Hickey (“Executive”).
SENIOR REVOLVING CREDIT AGREEMENT DATED AS OF JULY 7, 2005 AMONG ROSETTA RESOURCES INC., AS BORROWER, BNP PARIBAS, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO SOLE LEAD ARRANGER AND SOLE BOOKRUNNER BNP PARIBASSenior Revolving Credit Agreement • October 7th, 2005 • Rosetta Resources Inc. • New York
THIS SENIOR REVOLVING CREDIT AGREEMENT dated as of July 7, 2005, is among: Rosetta Resources Inc., a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; and BNP Paribas (in its individual capacity, “BNP Paribas”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 7th, 2005 • Rosetta Resources Inc. • Texas
This Transition Services Agreement (this “Transition Agreement”) is made and entered into on July 7, 2005, by and among Rosetta Resources Texas LP, a Delaware limited partnership, Rosetta Resources California, LLC, a Delaware limited liability company, Rosetta Resources Offshore, LLC, a Delaware limited liability company, Rosetta Resources Rockies, LLC, a Delaware limited liability company, (collectively the “Subject Companies”), Rosetta Resources Inc., a Delaware corporation (“Rosetta”), Calpine Natural Gas L.P., a Delaware limited partnership (“CNGLP”), Calpine Corporation, a Delaware corporation (“Calpine”), and Calpine Fuels Corporation, a California corporation (“Calpine Fuels”), The entities in the preceding sentence are sometimes herein collectively called “Parties” and each individually a “Party.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2005 • Rosetta Resources Inc. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 7, 2005, by and between Rosetta Resources Inc., a Delaware corporation (the “Company”), and Friedman, Billings, Ramsey & Co., Inc., a Delaware corporation (“FBR”), for the benefit of the purchasers of the Company’s common stock, par value $0.001 per share (the “Common Stock”), as participants (“Participants”) in the private placement by the Company of shares of its Common Stock (the “Private Placement”) and the direct and indirect transferees of FBR and each of the Participants.
EMPLOYEE AND EMPLOYEE BENEFITS MATTERS AGREEMENTEmployee and Employee Benefits Matters Agreement • October 7th, 2005 • Rosetta Resources Inc. • Texas
This Employee and Employee Benefits Matters Agreement (this “Agreement”) is made and entered into on July 7, 2005, by and among Calpine Corporation, a Delaware corporation (“Calpine”), Calpine Administrative Services Company, Inc., a Delaware corporation (“Calpine Administrative Services”), Calpine Gas Holdings LLC, a Delaware limited liability company (“Calpine Gas”), Calpine Fuels Corporation, a California corporation (“Calpine Fuels” and collectively with Calpine, Calpine Administrative Services, and Calpine Gas the “Calpine Parties”), and Rosetta Resources Inc., a Delaware corporation (“Rosetta”) (each individually a “Party” and collectively the “Parties”).
GUARANTEE AND COLLATERAL AGREEMENT made by each of the Grantors (as defined herein) in favor of BNP PARIBAS, as Administrative Agent Dated as of July 7, 2005Guarantee and Collateral Agreement • October 7th, 2005 • Rosetta Resources Inc. • New York
This GUARANTEE AND COLLATERAL AGREEMENT, dated as of July 7, 2005, is made by Rosetta Resources Inc., a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”), and each of the other signatories hereto other than the Administrative Agent (the Borrower and each of the other signatories hereto other than the Administrative Agent, together with any other Subsidiary of the Borrower that becomes a party hereto from time to time after the date hereof, the “Grantors”), in favor of BNP Paribas, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), for the banks and other financial institutions (the “Lenders”) from time to time parties to the Senior Revolving Credit Agreement, dated as of July 7, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders, the Administrative Agent and the other Agents party thereto.
FIRST 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 September 26, 2005Senior Revolving Credit Agreement • October 7th, 2005 • Rosetta Resources Inc. • New York
This FIRST AMENDMENT TO SENIOR REVOLVING CREDIT AGREEMENT (this “First Amendment”) executed effective as of the 26th of September, 2005 (the “First 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”).
ROSETTA RESOURCES INC. REGULAR RESTRICTED STOCK AWARD AGREEMENTRegular Restricted Stock Award Agreement • October 7th, 2005 • Rosetta Resources Inc. • Texas
THIS AGREEMENT, made and entered into as of the day of , 200 , by and between ROSETTA RESOURCES INC., a Delaware corporation (“Rosetta”), and , an employee, outside director or other service provider of Rosetta or one of its Affiliates (“Participant”).
SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT made by each of the Grantors (as defined herein) in favor of BNP PARIBAS, as Administrative Agent Dated as of July 7, 2005Second Lien Guarantee and Collateral Agreement • October 7th, 2005 • Rosetta Resources Inc. • New York
This SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of July 7, 2005, is made by Rosetta Resources Inc., a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”), and each of the other signatories hereto other than the Administrative Agent (the Borrower and each of the other signatories hereto other than the Administrative Agent, together with any other Subsidiary of the Borrower that becomes a party hereto from time to time after the date hereof, the “Grantors”), in favor of BNP Paribas, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), for the banks and other financial institutions (the “Lenders”) from time to time parties to the Second Lien Term Loan Agreement, dated as of July 7, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders, the Administrative Agent and the other Agents party thereto.
FIRST AMENDMENT TO SECOND LIEN TERM LOAN AGREEMENT Among ROSETTA RESOURCES INC., as Borrower, BNP PARIBAS, as Administrative Agent, and The Lenders Signatory Hereto Effective as of September 26, 2005Second Lien Term Loan Agreement • October 7th, 2005 • Rosetta Resources Inc. • New York
This FIRST AMENDMENT TO SECOND LIEN TERM LOAN AGREEMENT (this “First Amendment”) executed effective as of the 26th of September, 2005 (the “First 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”).
ROSETTA RESOURCES INC. BONUS RESTRICTED STOCK AWARD AGREEMENTBonus Restricted Stock Award Agreement • October 7th, 2005 • Rosetta Resources Inc. • Texas
THIS AGREEMENT, made and entered into as of the day of , 200 , by and between ROSETTA RESOURCES INC., a Delaware corporation (“Rosetta”), and , an employee, outside director or other service provider of Rosetta or one of its Affiliates (“Participant”).
SERVICE AGREEMENT BETWEEN ROSETTA RESOURCES INC. AND CALPINE PRODUCER SERVICES, L.P.Service Agreement • October 7th, 2005 • Rosetta Resources Inc. • Texas
THIS SERVICE AGREEMENT (“Service Agreement”), dated this 7 th day of July, 2005, by and between ROSETTA RESOURCES INC., a Delaware corporation; ROSETTA RESOURCES OFFSHORE, LLC, a Delaware Limited Liability Company; ROSETTA RESOURCES CALIFORNIA, LLC, a Delaware Limited Liability Company; ROSETTA RESOURCES TEXAS LP, a Delaware Limited Partnership; and ROSETTA RESOURCES ROCKIES, LLC, a Delaware Limited Liability Company, individually referred to as (“RRI ENTITY”) and jointly referred to herein as (“RRI”) and CALPINE PRODUCER SERVICES, L.P., a Texas Limited Partnership, hereinafter called (“CPS”). RRI and CPS are sometimes collectively referred to herein as (“PARTIES”), and individually as a (“PARTY”).
AMENDMENT to GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • October 7th, 2005 • Rosetta Resources Inc. • Texas
This Amendment to 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.
SECOND LIEN TERM LOAN AGREEMENT DATED AS OF JULY 7, 2005 AMONG ROSETTA RESOURCES INC., AS BORROWER, BNP PARIBAS, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO SOLE LEAD ARRANGER AND SOLE BOOKRUNNER BNP PARIBASSecond Lien Term Loan Agreement • October 7th, 2005 • Rosetta Resources Inc. • New York
THIS SECOND LIEN TERM LOAN AGREEMENT dated as of July 7, 2005, is among: Rosetta Resources Inc., a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; and BNP Paribas (in its individual capacity, “BNP Paribas”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
DEPOSIT ACCOUNT CONTROL AGREEMENTDeposit Account Control Agreement • October 7th, 2005 • Rosetta Resources Inc. • Texas
This DEPOSIT ACCOUNT CONTROL AGREEMENT is dated as of September 26, 2005, and is by and among Rosetta Resources Inc., a Delaware corporation (“Customer”), BNP Paribas, as Administrative Agent as provided below (“Administrative Agent”) and AMEGY BANK NATIONAL ASSOCIATION, a national banking association (“Bank”).
ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENTAssignment and Assumption of Lease Agreement • October 7th, 2005 • Rosetta Resources Inc. • Colorado
This Assignment and Assumption of Lease (the “Assignment of Lease”) is made this 21st day of June, 2005, by and between, CALPINE CORPORATION a Delaware Corporation (the “Assignor”) and CALPINE NATURAL GAS L.P. a Delaware Limited Partnership, (the “Assignee”).
AGREEMENT OF SUBLEASESublease Agreement • October 7th, 2005 • Rosetta Resources Inc.
This AGREEMENT OF SUBLEASE (the “Sublease”) is made this 6th day of July, 2005, by and between CALPINE CENTRAL, L. P., a Delaware limited partnership (the “Sublandlord”) and CALPINE NATURAL GAS L.P. a Delaware limited partnership (the “Subtenant”).
AMENDMENT to the SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENTSecond Lien Guarantee and Collateral Agreement • October 7th, 2005 • Rosetta Resources Inc. • Texas
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.
