0001193125-10-161886 Sample Contracts

LIMITED LIABILITY COMPANY AGREEMENT OF CALPINE NATURAL GAS GP, LLC
Limited Liability Company Agreement • July 20th, 2010 • Rosetta Resources Offshore, LLC • Crude petroleum & natural gas • Delaware

This Limited Liability Company Agreement (this “Agreement”) of Calpine Natural Gas GP, LLC, a Delaware limited liability company (the “Company”), is hereby adopted by Calpine Corporation, a Delaware corporation and the sole member of the Company (“Calpine”), in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), to govern the affairs of the Company and the conduct of its business.

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LIMITED PARTNERSHIP AGREEMENT OF ROSETTA RESOURCES GATHERING LP
Limited Partnership Agreement • July 20th, 2010 • Rosetta Resources Offshore, LLC • Crude petroleum & natural gas • Delaware

This Limited Partnership Agreement of Rosetta Resources Gathering LP is made and entered into effective as of 5:52 p.m., Eastern Time, on April 5, 2007 (the “Effective Time”), by and among the “Partners” (as hereinafter defined).

AGREEMENT OF LIMITED PARTNERSHIP OF CALPINE NATURAL GAS L.P.
Agreement • July 20th, 2010 • Rosetta Resources Offshore, LLC • Crude petroleum & natural gas • Delaware

This AGREEMENT OF LIMITED PARTNERSHIP OF CALPINE NATURAL GAS LP, is made and entered into effective as of 11:59 p.m., Eastern time, on April 25, 2002 (the “Effective Time”), by and among the “Partners” (as hereinafter defined).

FIRST AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF ROSETTA RESOURCES GATHERING LP
Limited Partnership Agreement • July 20th, 2010 • Rosetta Resources Offshore, LLC • Crude petroleum & natural gas

This First Amendment (“1st Amendment”) to that certain Limited Partnership Agreement (the “Agreement”) of Rosetta Resources Gathering LP, a Delaware limited partnership (the “Partnership”) dated as of April 5, 2007, is hereby agreed by Rosetta Resources Gathering GP, LLC, a Delaware limited liability company and the sole general partner of the Partnership (the “General Partner”), Rosetta Resources Holdings, LLC, a Delaware limited liability company and the sole limited partner of the Partnership (the “Limited Partner”), as acknowledged and agreed by Rosetta Resources Operating LP, a Delaware limited partnership (the “Substituted General Partner”).

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