AMENDMENT to GUARANTEE AND COLLATERAL AGREEMENT

Contract Categories: Business Finance - Guarantee Agreements
EX-10.24 27 dex1024.htm FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT First Amendment to Guarantee and Collateral Agreement

Exhibit 10.24

 

AMENDMENT to GUARANTEE AND COLLATERAL AGREEMENT

 

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.

 

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 Senior Revolving Credit 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 “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 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:  

 


       

Michael J. Rosinski, 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:  

 


       

Michael J. Rosinski, 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


Rosetta Resources Inc.

 

c/o Calpine Corporation

717 Texas, Suite 2800

Houston, Texas 77002

Rosetta Resources Offshore, LLC

 

c/o Calpine Corporation

717 Texas, Suite 2800

Houston, Texas 77002

Rosetta Resources Operating LP

 

c/o Calpine Corporation

717 Texas, Suite 2800

Houston, Texas 77002

Rosetta Resources Holdings, LLC

 

c/o Corporation Services Company, 2711

Centerville Rd., Suite 400, Wilmington,

Delaware 19808

Rosetta Resources Operating GP, LLC

 

c/o Calpine Corporation

717 Texas, Suite 2800

Houston, Texas 77002

 

 

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

 

Rosetta Resources Inc.

 

    Jurisdiction of Organization: Delaware

 

    Delaware Secretary of State File Number ###-###-####

 

    Taxpayer Identification Number: 43 ###-###-####

 

    Location of chief executive office: c/o Calpine Corporation, 717 Texas, Suite 2800, Houston, Texas 77002

 

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 ###-###-####

 

    Taxpayer Identification Number: 51-0546843

 

    Location of chief executive office: c/o Calpine Corporation, 717 Texas, Suite 2800, Houston, Texas 77002

 

    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 ###-###-####

 

    Taxpayer Identification Number: 71-0882453

 

    Location of chief executive office: c/o Calpine Corporation, 717 Texas, Suite 2800, Houston, Texas 77002

 

    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 ###-###-####

 

    Taxpayer Identification Number: 20 ###-###-####

 

    Location of chief executive office: c/o Corporation Services Company, 2711 Centerville Rd., Suite 400, Wilmington, Delaware 19808

 

    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 ###-###-####

 

    Taxpayer Identification Number: 27-0011349

 

    Location of chief executive office: c/o Calpine Corporation, 717 Texas, Suite 2800, Houston, Texas 77002

 

    Other names and trade names used in the past five years: Calpine Natural Gas GP, LLC

 

Schedule 4 - 1