0000070145-04-000013 Sample Contracts

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TORO ENERGY OF KENTUCKY, LLC
Limited Liability Company Agreement • January 28th, 2004 • National Fuel Gas Co • Natural gas distribution • Delaware

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Toro Energy of Kentucky, LLC, a Delaware limited liability company (the “Company”), is entered into by Toro Partners, LP, a Texas limited partnership (“Toro Partners”), pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.) (the “Act”), for the regulation and management of the Company.

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TORO PARTNERS, LP
Limited Partnership Agreement • January 28th, 2004 • National Fuel Gas Co • Natural gas distribution • Texas

This Amended and Restated Agreement of Limited Partnership of Toro Partners, LP (this “Agreement”), is entered into by and among Upstate Energy Inc., a New York corporation, as the sole general partner (“Upstate” or the “General Partner”), and Toro Partner LLC, a Delaware limited liability company, as the sole limited partner (“Toro LLC” or the “Limited Partner”), to continue Toro Partners, LP, a Texas limited partnership (the “Partnership”), as a Texas limited partnership pursuant to the Texas Revised Limited Partnership Act (Texas Revised Civil Statutes Article 6132a-1, et seq., Vernon’s Texas Civil Statutes), as amended (the “TRLPA”).

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