ex10_5.htm


    
      

    

    Exhibit
      10.5

     

    
      MARKETING
        AND RELATED SERVICES AGREEMENT

      


      


      This
        Marketing and Related Services Agreement (“Marketing Agreement”), dated the
        1st day of July, 2007, by and between Rosetta Resources Operating LP, a Delaware
        limited partnership (successor by merger with 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) (“RROLP”) and Rosetta Resources Offshore, LLC, a Delaware
        limited liability company (“RROLLC”), RROLP and RROLLC (collectively, “Rosetta”)
        and Calpine Producer Services, L.P., a Texas limited partnership, hereinafter
        called (“CPS”).  Rosetta and CPS are sometimes collectively referred
        to herein as Parties, and individually as a Party.

      


      WITNESSETH

      


      WHEREAS,
        Rosetta desires to enter into a Marketing Agreement with an experienced,
        skilled
        and qualified, full service marketing agent with front office, mid-office
        and
        back office support and comprehensive report generation.  The services
        (“Services”) desired by Rosetta are described in greater detail in Article 1
        below and the attached Schedules 1 through 11;

      


      WHEREAS,
        CPS desires to provide the Services to Rosetta on the basis as set forth
        herein;

      


      WHEREAS,
        CPS is in the business of performing and providing the Services desired by
        Rosetta and is in a position to make available such Services in an efficient,
        competent, and professional manner for competitive, market-based fees and
        rates.

      


      NOW
        THEREFORE, in consideration of the foregoing and of the covenants and promises
        herein contained, IT IS AGREED by and between the Parties:

      


      ARTICLE
        1

      SERVICES
        TO BE PERFORMED

      


      This
        Marketing Agreement in its entirety, including the various documents executed
        by
        the Parties pursuant to this Agreement are expressly subject to and contingent
        upon approval, by entry of a signed order of the Bankruptcy Court in accordance
        with that certain Partial Transfer and Release Agreement dated August 3,
        2007.  Subject to the foregoing, from and after the Effective Date of
        this Marketing Agreement, CPS shall, subject to the overall direction of
        the
        Rosetta Authorized Representatives” (as this term is defined below), furnish for
        and on behalf of Rosetta the Services in connection with certain of Rosetta’s
        owned or controlled production of crude oil, condensate, natural gas or natural
        gas liquids, as applicable, located in the continental United States and
        the
        Shelf of the Gulf of Mexico, such owned or controlled production as set forth
        and scheduled on Exhibit A, which may be modified, from time to
        time, by mutual agreement in writing of the Rosetta designated personnel
        identified on Schedule 10 hereto or as may be designated or otherwise
        subsequently revised in writing by any Rosetta officer (the “Rosetta Authorized
        Representative”) and the CPS designated personnel identified on Schedule 10
        hereto or as may be designated or otherwise subsequently revised in writing
        by
        and CPS officer (the “CPS Designated Representative”) (hereinafter, the “Rosetta
        Production”).


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      The
        Services shall include, but not be limited to, the subject matters set forth
        in
        the following Schedules:

      


      Schedule
        1 - Rosetta Production

      Schedule
        2 - Information Access

      Schedule
        3 - Meetings, Schedules and Reporting

      Schedule
        4 - Contract Preparation, Negotiation and Administration

      Schedule
        5 - Royalty Issues

      Schedule
        6 - Payment from Purchasers of Rosetta Production

      Schedule
        7 - Rosetta Working Interest Owners

      Schedule
        8 - Pricing and Credit Issues

      Schedule
        9 - Hourly Rate for Services Not Listed on Other Schedules

      Schedule
        10 - Authorized Representatives

         
        Schedule 11 – Transition Services

      


      “Schedules
        1 through 11” are attached and fully incorporated herein.  In the
        event Rosetta and CPS agree in the future that CPS will perform additional
        Services not identified in this Marketing Agreement or in an attached Schedule
        hereto, additional Schedules will be added to this Marketing Agreement or
        existing Schedules will be amended in order to identify and describe the
        new
        Services to be performed for Rosetta by CPS.  Any additional Services
        which are not included in the Schedules performed at the written request
        of the
        Rosetta Authorized Representative will be charged at the hourly rate specified
        in Schedule 9 or any other rate or fee as may be mutually agreed upon in
        writing
        by the Parties and added to this Marketing Agreement by a signed written
        amendment.  CPS agrees to perform the Services in a workmanlike manner
        with due diligence and without undue delays or interruptions.  CPS
        further agrees that the Services shall be performed in a commercially reasonable
        manner.  As an independent contractor, CPS shall not have any
        fiduciary obligation to Rosetta in connection with the services provided
        pursuant to this Marketing Agreement; provided however, that CPS will faithfully
        comply with its obligations to Rosetta under this Marketing
        Agreement.  CPS and Rosetta shall cooperate with each other and assist
        each other to facilitate CPS’ performance of the Services.  To this
        end, Rosetta agrees to timely furnish CPS with information reasonably requested
        by CPS in writing that Rosetta may have that is pertinent to the Services,
        but
        which CPS does not possess or have access to through Rosetta
        systems.

      


      ARTICLE
        2

      TERM

      


      This
        Marketing Agreement shall be effective on July 1, 2007 (“Effective Date”) and
        shall continue through the earlier of (i) June 30, 2009; (ii) the date CPS
        receives written notice from Rosetta of immediate expiration of the New
        Marketing Agreement on account of the first to occur of the following: (a)
        the
        entry by a court of competent jurisdiction of a final, nonappealable order
        avoiding the Sale Transaction as a fraudulent or similar
        transfer; or (b) the Bankruptcy Court authorizing
Calpine to reject the PSA in whole or in part,
        unless Rosetta obtains a stay of the effect of such rejection
        order from a court of competent jurisdiction, in which case, upon the entry
        of a
        final nonappealable order authorizing Calpine to reject the
PSA in whole or in part (and, in either
        case,
Calpine exercising its authority pursuant to such rejection
        order, hereinafter, the “Term”).  The bold and capitalized terms used
        in the prior sentence shall have the same meaning as defined by that certain
        Partial Transfer and Release Agreement dated August 3, 2007.  Whether
        the triggering events defined in subparts (ii) or (iii) above result in an
        expiration shall be at Rosetta’s sole discretion, which discretion shall be
        exercised and memorialized by the written notice of immediate expiration
        to CPS
        (any such expiration to be effective on notice receipt).  At Rosetta’s
        option to be exercised in writing at any time before expiration of the Term,
        CPS
        shall provide “Transition Services” as more fully described in Schedule 11,
        thereafter for an additional ninety (90) day period following the expiration
        of
        the Term in addition to and under the same terms and conditions of this
        Marketing Agreement.  Following any termination or expiration of this
        Marketing Agreement for whatever reason, including during and following the
        final expiration of any additional ninety (90) day Transition Services period
        for which Rosetta has exercised its option, each Party shall remain subject
        to
        and comply with the continuing obligation of confidentiality in Article 11
        and
        the Audit and Overpayment provisions of Article 5.  Upon expiration or
        termination of this Marketing Agreement and the Transition Services period
        if so
        exercised, all Services shall terminate except as otherwise specifically
        provided herein, and each Party shall have no further access to or use of
        any
        programs or materials utilized by the other Party in connection with this
        Marketing Agreement.  In the event of a material failure of a Party to
        perform in accordance with the terms of this Marketing Agreement or Schedule
        (“Non-Performing Party”) through no fault of the other Party, the other Party
        (“Complaining Party”) shall have the right to terminate this Marketing
        Agreement, subject to Rosetta’s option to require CPS to provide Transition
        Services for an additional ninety (90) days after any termination, if within
        twenty (20) days after Non-Performing Party’s receipt of written notice from the
        Complaining Party, the Non-Performing Party does not cure or commence and
        continuously maintain the cure of the performance defects complained of in
        such
        written notice.  Any such termination shall be effective on receipt of
        the complaining Party’s written termination notice to the Non-Performing Party
        after the expiration of such cure period, unless Rosetta exercises is option
        to
        require CPS to provide Transition Services, which right shall survive any
        default of Rosetta.  The term “Sale Transaction” as used in this
        Marketing Agreement shall mean the sale to Rosetta of ultimate ownership
        and
        control of all or substantially all of the assets comprising Calpine
        Corporation’s oil and gas business as provided for in the PSA.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        3

      DESIGNATION
        OF REPRESENTATIVES

      


      CPS
        Authorized Representative and Rosetta Authorized Representatives shall be
        identified on Schedule 10 of this Marketing Agreement and may be modified
        by the
        relevant Party from time to time by notifying the other Party of changes
        in
        writing executed by any officer of said Party.  The Rosetta Authorized
        Representative may authorize additional Services to be performed hereunder
        or
        may terminate Services.  A CPS Authorized Representative shall be
        authorized to receive notice of a proposed amendment to the Services, or
        requests by Rosetta for Services to be performed as per Schedule
        9.  CPS personnel performing the Services and Rosetta personnel shall
        freely communicate with one another related to CPS’ performance of the Services
        and any additional Services as may be requested or authorized by the Rosetta
        Authorized Representative; provided that any Rosetta personnel having a
        performance issue with CPS will notify the CPS Authorized Representative
        who
        shall then be responsible for resolving any issues with the Rosetta Authorized
        Representative.


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      ARTICLE
        4

      CHARGES
        AND TERMS OF PAYMENT

      


      CPS
        shall
        charge Rosetta a monthly fee (the “Monthly Fee”) for the Services provided
        pursuant to this Marketing Agreement to be paid monthly in
        arrears.  The Monthly Fee shall be an amount equal to .5% of the “net
        proceeds” actually received by Rosetta for the sale of all Rosetta Production
        during the Term, as well as any ninety (90) day Transition Services period,
        if
        applicable, excluding all actual charges and expenses incurred by Rosetta,
        including but not limited to transportation, gathering, treating, blending,
        quality, treating or processing fees, or similar charges, as well as expenses
        and charges for postproduction compression fuel and line loss.  For
        further clarification, the term “net proceeds” does not include deductions for
        any and all severance taxes or similar taxes levied upon Rosetta Production,
        the
        Monthly Fee or extra charges under this Marketing Agreement.  CPS will
        invoice Rosetta for the Monthly Fee on or before the twenty-fifth (25th)
        day of
        each month following the month of Service.  Rosetta shall either pay
        such invoices by the last business day of the month or ten (10) days from
        the
        date of the invoice, whichever is later, or net such payment from amounts
        due
        and payable to Rosetta resulting from any monthly gas sales to Calpine Energy
        Services, L.P. (“CES”), Calpine Corporation or any Calpine affiliate for the
        applicable month the Monthly Fee is earned.  CPS agrees to provide
        Rosetta with detail and supporting documentation for any extra charges pursuant
        to Schedule 9 as may be requested by a Rosetta Authorized Representative
        and
        performed by CPS during any month during the Term of this Marketing
        Agreement.

      


      The
        aggregate total of the Monthly Fees for each of Year 1 (July 1, 2007 through
        June 30, 2008) and Year 2 (July 1, 2008 through June 30, 2009) of this Marketing
        Agreement (or as may be pro-rated for a partial year in the event the Term
        is
        less than a two-year period) shall be subject to a $1 million minimum aggregate
        annual floor (“Annual Fee Floor”) and a maximum aggregate annual cap (the
“Annual Fee Cap”) in an amount not to exceed the amounts set forth on the chart
        below, which correspond to the actual annual volume of the Rosetta Production
        invoiced with the Monthly Fee for that annual or pro rata period, expressed
        in
        BTUs.  For purposes of the computation of the Annual Fee Cap, sales of
        oil production shall be converted to MMBtu on the basis of one (1) barrel
        of oil
        being equivalent to 6 MMBtu.

      


      
        	
                Annual Fee Cap

              	 	
                Annual Volume

              	 	
                (MMBtus)

              
	
                $2,000,000

              	 	
                         0        thru

              	 	
                54,750,000

              
	
                $2,500,000

              	 	
                54,750,001
                  thru

              	 	
                65,700,000

              
	
                $3,000,000

              	 	
                65,700,001
                  thru

              	 	
                73,000,000

              
	
                $3,500,000

              	 	
                73,000,001
                  thru

              	 	
                83,950,000

              
	
                $4,000,000

              	 	
                83,950,001
                  thru

              	 	
                   unlimited

              


      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      The
        Parties shall “true up” or reconcile the aggregate total of the Monthly Fees for
        each of Year 1 and Year 2 of the Marketing Agreement (or the pro rata portion
        of
        such year in the event the Term is less than two years), and Rosetta shall
        pay
        CPS any positive difference between the Annual Fee Floor and the amount actually
        paid for that period or CPS shall pay Rosetta any positive difference between
        the Monthly Fees actually paid for that period and the applicable Annual
        Fee
        Cap  no later than the sixty (60) days following the conclusion of
        Year 1 or Year 2 (or end of the Term if less than two years),
        respectively.

      


      In
        the
        event the Term is less than a two-year period, Rosetta shall pay CPS the
        Annual
        Fee Floor less any undisputed Monthly Fees for the applicable year paid by
        Rosetta to CPS.

      


      ARTICLE
        5

      AUDITS
        AND OVERPAYMENTS

      


      During
        the term of this Marketing Agreement and for a period of two (2) years following
        expiration or termination of this Marketing Agreement (for whatever cause),
        each
        Party shall have the right to audit the other Party’s books and records for
        verification of the basis of any compensation paid or owed by Rosetta to
        CPS
        hereunder, and in the event a Party determines that an adjustment is needed,
        that Party shall invoice the other Party for any amount of overpayment,
        underpayment or adjustment it determines to be owed (“Adjusted Invoice”), any
        such Adjusted Invoice to include reasonable supporting documentation. Except
        as
        to any portion of an Adjusted Invoice disputed in good faith, the Party invoiced
        shall provide payment to the other Party within thirty (30) days of receipt
        of
        the Adjusted Invoice of the undisputed amount for any such overpayments,
        underpayments or adjustments. All Parties agree that each Party shall have
        the
        right to set-off against any future payments owed under this Marketing Agreement
        any undisputed portion of an Adjusted Invoice which is not refunded within
        such
        thirty (30) day period.

      


      ARTICLE
        6

      INDEPENDENT
        CONTRACTOR

      


      It
        is
        understood and agreed that CPS is an independent contractor in the performance
        of each and every part of this Marketing Agreement and that CPS’ employees shall
        not be deemed to be the employees of Rosetta.  Rosetta shall have the
        right to inspect the performance of the Services to ensure satisfactory
        completion thereof, it being distinctly understood that Rosetta is in no
        way
        associated or otherwise connected with the actual performance and details
        of the
        Services, as Rosetta is interested in and looking only to the end result
        to be
        accomplished. CPS is solely and individually liable for all labor and expenses
        in connection with rendering the Services.  Rosetta authorizes CPS to
        act as it’s seller’s representative when performing the Services contracted for
        in this Marketing Agreement in accordance with Rosetta Authorized
        Representative’s prior written instructions in this regard.


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      ARTICLE
        7

      MARKETING
        AGREEMENTS WITH THIRD PARTIES

      


      All
        agreements between Rosetta and third parties shall be entered into in the
        name
        of RROLP or RROLLC, as appropriate, executed by an authorized Rosetta
        officer.  CPS is prohibited from buying or selling hydrocarbons,
        including settling imbalances, processing elections, executing midstream
        and
        gathering agreements on behalf of Rosetta without the prior written approval
        of
        a Rosetta officer.

      


      ARTICLE
        8

      NO
        WARRANTIES OR REPRESENTATIONS WITHOUT PRIOR APPROVAL

      


      Unless
        expressly authorized in this Marketing Agreement or by prior written authority,
        CPS shall have no authority to make warranties or representations on behalf
        of
        or in the name of Rosetta and Rosetta shall have no authority to make any
        warranties or representations on behalf of or in the name of CPS.

      


      ARTICLE
        9

      TAXES

      


      CPS
        shall
        be responsible for payment of all taxes arising out of or associated with
        its
        remuneration earned in connection with this Marketing Agreement, including
        without limitation, CPS’ federal, state and local income tax, social security
        tax, unemployment insurance tax, and any other taxes or business license
        fees
        required of any nature whatsoever.  Rosetta shall be responsible for
        payment of all taxes arising out of or associated with Rosetta Production
        and
        its business activities.  In performing the Services, specifically
        those pursuant to the attached Schedule 3, CPS will provide
        information it maintains to assist Rosetta in the preparation and payment
        of all
        applicable severance or similar taxes attributable to Rosetta
        Production.

      


      ARTICLE
        10

      LIABILITY
        AND INDEMNITY

      


      CPS
        shall
        not be liable for any action taken or omitted to be taken by it under or
        pursuant to this Marketing Agreement if done in a commercially reasonable
        manner
        so as to satisfy CPS’ obligations hereunder and reasonably believed by CPS to be
        in accordance with the Rosetta Authorized Representative’s prior written
        direction.  Rosetta shall indemnify and hold harmless CPS from and
        against any and all third-party claims, liens, demands, causes of actions
        or
        expenses arising out of, or incidental to, the operations under this Marketing
        Agreement when arising out of the joint or concurrent negligence of CPS and
        Rosetta, except to the extent the same arises out of or is in connection
        with
        CPS’ willful misconduct, sole or gross negligence.  If Rosetta or CPS
        receives a claim or demand related to this Marketing Agreement, Rosetta or
        CPS
        shall notify the respective other Party promptly in writing and give such
        Party
        all available information and assistance to evaluate, defend and settle such
        claim.  Rosetta shall defend each claim asserted and suit brought
        involving any matter for which Rosetta has an obligation to indemnify CPS
        hereunder, Rosetta shall be entitled to select and retain defense counsel
        of its
        choosing in such circumstances, and Rosetta shall pay all costs, expenses
        and
        attorney fees incidental thereto and all judgments resulting
        therefrom.  If it is determined that Rosetta is not obligated to
        indemnify CPS, CPS will fully reimburse Rosetta for all costs and expenses,
        including attorneys fees and judgments.  CPS shall have the right, at
        its option and sole expense, to participate in the defense of each such claim
        or
        suit without relieving Rosetta of any obligations hereunder.


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      ANY
        STATUTORY LIMITATIONS NOW OR HEREAFTER IN EFFECT WHICH AFFECT THE VALIDITY
        OR
        ENFORCEABILITY OF THE INDEMNIFICATION PROVISIONS IN THIS MARKETING AGREEMENT
        ARE
        MADE A PART HEREOF IN THE RESPECTIVE JURISDICTION WHERE THE STATUTE APPLIES
        AND
        ANY SUCH STATUTORY LIMITATIONS SHALL OPERATE TO AMEND THE INDEMNITY PROVISIONS
        HEREOF TO THE MINIMUM EXTENT NECESSARY TO BRING SUCH PROVISIONS INTO CONFORMITY
        WITH THE REQUIREMENTS OF THE STATUTE. SO MODIFIED, THE INDEMNITY PROVISIONS
        OF
        THIS CONTRACT SHALL CONTINUE IN FULL FORCE AND EFFECT.

      


      ARTICLE
        11

      CONFIDENTIALITY

      


      Except
        to
        the extent (i) required (through deposition, interrogatory, request for
        production, subpoena, civil investigative demand or similar process) by a
        court
        or regulatory order, (ii) as required by CPS’ financial advisor, investors, or
        bankers who need to know such information, or (iii) expressly agreed to in
        writing by Rosetta, CPS and its representatives agree to keep confidential
        all
        information, including pricing and any data collected hereunder.  Such
        confidentiality obligation shall continue during the term of this Marketing
        Agreement and for a period of two (2) years following the expiration or
        termination of this Marketing Agreement.  In the event that CPS is
        required, in the manner specified above, to disclose any confidential
        information, CPS shall provide prompt oral notice followed by written notice
        to
        Rosetta so that Rosetta may timely seek a protective order or other appropriate
        remedy.  In the event that such protective order or other remedy is
        not obtained, CPS agrees (i) to furnish such information and (ii) to exercise
        commercially reasonable efforts to obtain assurance and available protection
        to
        ensure that confidential treatment will be accorded such confidential
        information.

      


      Notwithstanding
        the foregoing, confidential information shall not include: (i) information
        which
        subsequently becomes, after disclosure, part of the public domain through
        no act
        or omission of CPS; (ii) information which was, prior to disclosure, already
        in
        CPS’ possession and was not acquired, directly or indirectly, from a third party
        who, to CPS’ knowledge, is under an agreement or fiduciary obligation of
        confidentiality to Rosetta; and (iii) information which is subsequent to
        disclosure, lawfully and independently obtained by CPS, to its knowledge,
        from a
        third party who is lawfully in possession of such information and who is
        not
        under an agreement or fiduciary obligation of confidentiality to Rosetta
        with
        respect to such information, all to CPS’ knowledge.  CPS, as an
        affiliate of Calpine Corporation and CES, expressly acknowledges and agrees
        that
        all property, production, pricing or other information received from Rosetta,
        resulting from performance of services under this Marketing Agreement is
        proprietary and must kept strictly confidential, and CPS agrees that it will
        not
        share any of this information with any of its affiliates or use it for any
        purpose other than executing its duties hereunder.


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      ARTICLE
        12

      MISCELLANEOUS

      


      Compliance
        with Laws, Permits, and License Requirements.  Each Party
        shall, at its sole cost and expense, comply with all federal, state and local
        laws applicable to its performance hereunder and shall procure all applicable
        licenses and permits necessary for the fulfillment of its obligations under
        this
        Marketing Agreement.

      


      Assignment.  No
        Party may assign any rights or obligations under this Marketing Agreement,
        without the prior written consent of the other Party who shall have the sole
        discretion of denying such assignment(s) for any reason, provided that an
        assignment may be made by any Party to an affiliate without such prior
        approval.  This Marketing Agreement shall be binding upon and inure to
        the benefit of the Parties hereto and their respective permitted successors
        and
        assigns.  In the event that any Party shall sell all or substantially
        all of its assets or transfer all or a majority of its ownership to a
        non-affiliated third party (or otherwise relinquish voting control), it shall
        promptly provide notice to the other Parties and the other Parties shall
        have
        the option to terminate this Marketing Agreement on sixty (60) days written
        notice to such Party, provided notice is given within ninety (90) days from
        the
        date the notice is received of such transfer.  If such notice is not
        given within such ninety (90) days, the other Parties forfeit their right
        to
        terminate.

      


      Non-Waiver.  A
        waiver by Rosetta or CPS of any breach of any covenant, condition or provision
        (whether expressed, implied or otherwise) herein contained shall not be taken
        to
        be a waiver of any subsequent breach of the same or any other covenant,
        condition or provision.

      


      Merger
        of Marketing Agreement.  This Marketing Agreement is an
        integrated Marketing Agreement and contains the entire agreement regarding
        matters herein between the Parties.  No representations, warranties or
        promises have been made or relied upon by any Party hereto other than as
        set
        forth herein.  This Marketing Agreement supersedes and controls any
        and all prior communications between the Parties or their representatives
        relative to matters contained herein.  Any changes, modifications, or
        additions to this Marketing Agreement or any Exhibit or Schedule attached
        thereto shall be made by mutual consent in writing and signed by all
        Parties.  To the extent there is any inconsistency between this
        Marketing Agreement and that certain Partial Transfer and Release Agreement
        dated August 3, 2007 (the “Partial Transfer and Release Agreement”), by and
        between CPS and certain of its affiliates, on the one hand, and Rosetta,
        its
        parent, and certain of its affiliates, on the other, the Partial Transfer
        and
        Release Agreement shall control.


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      Notices.  Except
        as otherwise provided herein, all notices, requests, consents or demands
        (collectively, “Notices”) hereunder, other than day-to-day routine
        communications, shall be in writing and shall be delivered by U.S. mail,
        certified, return receipt requested, or by personal delivery, or by overnight
        carrier, or by facsimile to the following addresses:

      


      All
        notices shall be delivered to:

      


      
        	
                As
                  to CPS:

              	
                As
                  to Rosetta:

              
	
                Calpine
                  Producer Services, L.P.

              	
                Rosetta
                  Resources Operating LP

              
	
                Attn:
                  Contract Administration

              	
                Attn:
                  Marketing Department

              
	
                717
                  Texas, Suite 1000

              	
                717
                  Texas, Suite 2800

              
	
                Houston,
                  Texas 77002

              	
                Houston,
                  Texas 77002

              
	
                Fax:
                  (7 13) 830-8751

              	
                Fax:
                  (713) 335-4136

              


      

      


      With
        copies of notices relating to accounting delivered to:

      


      
        	
                As
                  to CPS:

              	
                As
                  to Rosetta:

              
	
                Calpine
                  Producer Services, L.P.

              	
                Rosetta
                  Resources Operating LP

              
	
                Attn:
                  Accounting

              	
                Attn:
                  Marketing Department

              
	
                717
                  Texas, Suite 1000

              	
                717
                  Texas, Suite 2800

              
	
                Houston,
                  Texas 77002

              	
                Houston,
                  Texas 77002

              
	
                Fax:
                  (713) 830-8749

              	
                Fax:
                  (713) 335-4186

              


      

      


      With
        copies of notices relating to confirmations delivered to:

      


      
        	
                As
                  to CPS:

              	
                As
                  to Rosetta:

              
	
                Calpine
                  Producer Services, L.P.

              	
                Rosetta
                  Resources Operating LP

              
	
                Attn:
                  Deal Clearing

              	
                Attn:
                  Marketing Department

              
	
                717
                  Texas, Suite 1000

              	
                717
                  Texas, Suite 2800

              
	
                Houston,
                  Texas 77002

              	
                Houston,
                  Texas 77002

              
	
                Fax:
                  (713) 830-8868

              	
                Fax:
                  (713) 335-4197

              


      

      


      Any
        Party
        may change its address by written notice to the other Party.  Unless
        otherwise provided, all written notices called for in this Marketing Agreement
        shall be effective upon receipt.  Routine communications shall be
        considered as delivered when mailed.  A copy of all communications of
        a Party sent by facsimile (other than routine communications) shall be sent
        by
        U.S. mail, certified, return receipt requested, or by personal delivery or
        by
        overnight carrier to the other Party; provided that failure to so confirm
        such
        facsimile communication shall not invalidate the communication given by
        facsimile assuming delivery is otherwise verified.

      


      No
        Third Party Benefits.  Nothing in this Marketing
        Agreement shall be construed to create a duty to, any standard of care with
        reference to, or any liability to any person not a Party to this Marketing
        Agreement.


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      Limitation
        of Liability.  In no event will any Party be liable for
        any lost or prospective profits or any other incidental, consequential,
        punitive, exemplary or indirect losses or damages in tort, breach of contract
        or
        otherwise arising from or relating to this Marketing Agreement.

      


      Notwithstanding
        anything in this Marketing Agreement to the contrary, CPS’ maximum exposure
        under any claim of damages, liability or indemnification under contract,
        tort,
        warranty, strict liability or any other legal theory shall be limited to
        the fee
        for services actually received by CPS under this Marketing Agreement as of
        the
        date of such claim.

      


      Counterparts.  This
        Marketing Agreement may be executed in multiple counterparts, each of which
        shall be deemed an original, and all of which together shall constitute one
        and
        the same instrument.  Any executed counterpart transmitted by
        facsimile or similar transmission by any Party shall be deemed an original
        and
        shall be binding upon such Party.

      


      Governing
        Law.  This Marketing Agreement
        shall be governed by, and construed in accordance with, the laws of the State
        of
        Texas, not including, however, any of its conflicts of law rules that would
        make
        applicable the laws of any other jurisdiction.

      


      Dispute
        Resolution.  Each Party shall designate in writing to the
        other Party a representative who shall be authorized to resolve any dispute
        arising under this Marketing Agreement in an equitable manner and, unless
        otherwise expressly provided herein, to exercise the authority of such Party
        to
        make decisions by mutual agreement.

      


      If
        such
        designated representatives are unable to resolve a dispute under this Marketing
        Agreement, such dispute shall be referred by each Party’s representatives,
        respectively, to a senior officer designated by CPS and a senior officer
        designated by Rosetta for resolution upon five (5) days written notice from
        either Party.  Any dispute that may arise in connection with this
        Marketing Agreement which cannot be resolved within thirty (30) days following
        submission to senior officers shall be settled by arbitration in accordance
        with
        this section of the Marketing Agreement as further specified below.

      


      After
        the
        expiration of the thirty (30) day period described in this section, either
        Party
        may submit such dispute to binding arbitration pursuant to the rules of the
        American Arbitration Association (“AAA”).  The process shall be
        initiated by either Party delivering to the other a written notice requesting
        arbitration, with the other Party to respond to such request within ten (10)
        business days. The Parties shall select a single arbitrator with knowledge
        of
        and over five (5) years of professional experience in connection with similar
        transactions and who has not previously been employed or retained by either
        Party and who does not have a direct or indirect interest in either Party
        or the
        subject matter of the arbitration. Such arbitrator shall either be mutually
        agreed by the Parties within thirty (30) days after written notice from either
        Party requesting arbitration, or failing agreement, shall be selected under
        the
        expedited rules of the AAA.  Such arbitration shall be held in
        Houston, Texas, or in any other mutually agreed upon location.  The
        rules of the AAA shall apply to the extent not inconsistent with the rules
        herein specified.  The arbitration shall be conducted according to the
        following procedures: (a) the arbitration hearing shall commence no later
        than
        thirty (30) days after the selection of the arbitrator, (b) not later than
        seven (7) days prior to the hearing date set by the arbitrator each Party
        shall
        submit a brief detailing its factual and legal position and a final offer
        for
        settlement of the dispute including a dollar amount, if appropriate, (c)
        the
        hearing shall be conducted on a confidential basis without continuance or
        adjournment, (d) the arbitrator shall be limited to selecting only one of
        the
        two offers or, if applicable, one of the dollar amounts submitted by the
        Parties, (e) each Party shall divide equally the cost of the arbitrator and
        the
        hearing and each Party shall be responsible for its own expenses and those
        of
        its counsel and representatives, and (f) evidence concerning the financial
        position of the Parties, any offer made or the details of any negotiation
        prior
        to arbitration and the cost to the Parties of their representatives and counsel
        shall not be permissible.  The award of the arbitrator shall be made
        no later than thirty (30) days after the date of closing of the hearing,
        or if
        oral hearings have been waived, after the date of transmitting the final
        statements and proof to the arbitrator; provided, however, that in no event
        shall any award be made later than one hundred and twenty (120) days after
        the
        date of the original demand for arbitration hereunder.  The arbitrator
        shall be required to render a reasoned decision accompanying any
        award.  The decision of the arbitrator shall be final and binding on
        the Parties, enforceable in any state or federal court, and shall not be
        appealed by either Party.


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      Notwithstanding
        anything to the contrary contained herein, and regardless of any procedures
        or
        rules of the AAA, it is expressly agreed that the following shall apply and
        control over any other provision in this section of the Marketing
        Agreement:

      


      
        	
                i.

              	
                The
                  arbitrator shall have no authority to award punitive damages or
                  attorneys’
                  fees.

              


      

      


      
        	
                ii.

              	
                The
                  Parties may, by written agreement signed by both Parties, alter
                  any time
                  deadline, location(s) for meeting(s), or procedure outlined in
                  this
                  section of the Marketing Agreement or in the AAA
                  rules.

              


      

      


      
        	
                iii.

              	
                Time
                  is of the essence for purposes of the provisions of this section
                  of the
                  Marketing Agreement.

              


      

      


      
        	
                iv.

              	
                Either
                  Party may seek a restraining order, temporary injunction, or other
                  provisional judicial relief if the Party in its sole judgment believes
                  that such action is necessary to avoid irreparable injury or to
                  preserve
                  the status quo (the “Temporary Relief”), and the Parties agree that such
                  Temporary Relief may be sought in any court with appropriate
                  jurisdiction.  The Parties will continue to participate in good
                  faith in the procedures despite any request for provisional
                  relief.

              


      

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the Parties have executed this Marketing Agreement as of
        the
        date first above written.

      


      


      
        	
                ROSETTA  

              	
                CPS  

              
	   	   
	
                ROSETTA
                  RESOURCES OPERATING LP  

              	
                CALPINE
                  PRODUCER SERVICES, L.P.  

              
	   	
                by
                  its general partner, CPN Energy Services, G.P., Inc.  

              
	   	   
	   	   
	
                By:

              	/s/
                Chad Driskill	 	
                By:

              	/s/
                Jeffrey Kinneman	 
	 	Vice
                President, Marketing	 	 	 	 
	 	 	 	 	 	 
	
                Name:

              	Chad
                Driskill	 	
                Name:

              	Jeffrey
                Kinneman	 
	   	   
	
                Date:

              	8/3/07	 	
                Date:

              	8/3/07	 


      

      


      


      
        	
                ROSETTA
                  RESOURCES OFFSHORE, LLC  

              
	   
	   
	
                By:

              	/s/
                Chad Driskill	 
	 	Vice
                President, Marketing	 
	   
	
                Name:

              	Chad
                Driskill	 
	   
	
                Date:

              	8/3/07	 


      

      

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

      

       

      EXHIBIT
        A

      


      TO
        MARKETING AGREEMENT DATED _____________

      BETWEEN
        ROSETTA AND CPS

      


      


      LIST
        OF
        PROPERTIES TO BE MARKETED - ROSETTA PRODUCTION

      


      
        	
                PIPELINE

              	
                METER
                  REF.

              	
                DESCRIPTION

              
	
                CPNPL

              	
                7058
                  etal

              	
                TB
                  Compress/Deterding CS/Emigh etal

              
	
                CPNPL

              	
                7058

              	
                TB
                  Compress.

              
	
                PG&E

              	
                Various

              	
                Emigh/Anderson/Hamilton
                  etal

              
	
                PG&E

              	
                02415,
                  02419 etal

              	
                Davis/Halsey/Triton/Anderson/Lyra

              
	
                CPNPL

              	
                Various

              	
                Wineman
                  and Faultless Farms, Montis Niger wells

              
	
                SOUTHERN
                  STAR

              	
                13144-490

              	
                Kitzmiller
                  etal (Waverly-Berry)

              
	
                BC/CHEY
                  PLAINS

              	
                485685

              	
                Republican
                  Field--Adler Creek

              
	
                BC/CHEY
                  PLAINS

              	
                SRC

              	
                Republican
                  Field--S. Rattlesnake Creek

              
	
                KM
                  INTERSTATE

              	
                998577

              	
                Republican
                  Field--Niobrara

              
	
                RED
                  DESERT

              	
                91591317

              	
                Barrel
                  Springs 1-2-16-94

              
	
                ENTERPRISE

              	
                88023

              	
                San
                  Juan, N.M. Wells--Tsah Tah

              
	
                DEFS

              	
                706962

              	
                Sears
                  #1

              
	
                DEFS

              	
                C2012600
                  11

              	
                Cargo
                  1-4

              
	
                DEFS

              	
                C2028500
                  11

              	
                Maring
                  1-4

              
	
                DEFS

              	
                C2021000
                  11

              	
                Hall
                  1-33

              
	
                NGPL

              	
                901557

              	
                Pooling
                  Pt-Midcont--Pierce

              
	
                ONEOK

              	
                1000755162

              	
                Winn-Lee
                  #1

              
	
                ONEOK

              	
                100755358

              	
                Moore
                  2-20

              
	
                ONEOK

              	
                100756998

              	
                Jenkins
                  #1

              
	
                CERRITO

              	
                243053

              	
                Cerrito
                  CP (Barnes Est. Wells)

              
	
                DEFS

              	
                861014513

              	
                JC
                  Martin 6 (Killiam, Opr.)

              
	
                DEIN

              	
                861021900

              	
                Schwarz,
                  E.H. 12 CP

              
	
                DEIN

              	
                861025300

              	
                SJ
                  Martin/McK CP

              
	
                DEIN

              	
                861026513

              	
                Moritas
                  CP

              
	
                DEIN

              	
                861031313

              	
                Volz-Martin
                  CP

              
	
                EPGT
                  - TETCO

              	
                803545

              	
                Martinez
                  CP

              
	
                HPL

              	
                098-5155

              	
                LaPerla
                  CP

              
	
                HPL

              	
                098-6763

              	
                Pena

              
	
                LOBO
                  P/L

              	
                197-12-180
                  etal

              	
                Bruni/Rottersman/Bruni
                  S. CP's

              
	
                DCP
                  (DEIN)

              	
                861031213

              	
                J
                  C
                  Martin CP + Mayers GJM

              
	
                KMTP--WD

              	
                41064

              	
                Billings
                  Ranch--SCR/Stan/Juan/Beccero

              
	
                EPGT

              	
                803492

              	
                EOG
                  Benavides

              
	
                EPGT

              	
                803490

              	
                EOG
                  Staggs #1

              
	
                EPGT

              	
                803492

              	
                EOG
                  Benavides

              
	
                EPGT

              	
                803490

              	
                EOG
                  Staggs #1

              
	
                EPGT

              	
                443455

              	
                EOG
                  Valley #1 (Shell C1)

              
	
                EPGT

              	
                803492

              	
                EOG
                  Benavides

              


      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	
                PIPELINE

              	
                METER
                  REF.

              	
                DESCRIPTION

              
	
                KMTP

              	
                11411

              	
                Moglia--Tiffany
                  Fld--EOG

              
	
                VINTAGE/CHANNEL

              	
                Chan
                  016355

              	
                State
                  Tract 100/Baytown

              
	
                DEFS

              	
                02AT70170706

              	
                McCutchen

              
	
                DEFS

              	
                48850-00

              	
                Lance
                  2,3,4,5

              
	
                DEFS

              	
                93592-0

              	
                Lance
                  B #6

              
	
                DEFS

              	
                93799-00

              	
                Lance
                  #1

              
	
                DEIN

              	
                77246

              	
                G.W.
                  Brown U-1/L-1

              
	
                DEIN

              	
                861004108

              	
                Trevino
                  A-1

              
	
                DEIN

              	
                871004701

              	
                Clayton
                  Rnch--Blocks 76,85,86

              
	
                DEFS

              	
                41626

              	
                Cranek
                  #1

              
	
                HCGS-COPANO

              	
                121

              	
                Ammann
                  B-1 CP

              
	
                HCGS-COPANO

              	
                168
                  & 71

              	
                Danklefs
                  CDP/Waligura CDP

              
	
                KMSTP

              	
                29-255-08

              	
                Hubberd,
                  EE #1 & #2

              
	
                KMTP

              	
                853

              	
                Haynes
                  Est. 7

              
	
                KMTP

              	
                905796

              	
                Cal
                  Gas Plt Out--Bennett St.

              
	
                KMTP

              	
                012

              	
                King
                  Ranch--Dunn-Peach

              
	
                TETCO

              	
                72794

              	
                Champion
                  #1

              
	
                ATMOS

              	
                03549400

              	
                A.E.
                  Murray #2

              
	
                SNG

              	
                PSNG1982

              	
                Main
                  Pass 118

              
	
                TRANSCO

              	
                14--Sta.
                  65

              	
                E
                  Cam 89

              
	
                TRUNKLINE

              	
                85000

              	
                S.
                  Pelto 17

              
	
                HIOS/ANR

              	
                14861

              	
                High
                  Island A-442

              
	
                TRANSCO

              	
                TBD

              	
                Sabine
                  Lake Wells

              
	
                TETCO

              	 	
                South
                  Timbalier 235

              


      

      

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

      

       

      SCHEDULE
        1

      


      SERVICES
        RELATED TO ROSETTA PRODUCTION

      


      


      
        	
                1.

              	
                CPS
                  shall receive volumetric data available for Rosetta Production
                  volumes
                  from Rosetta production department, and at Rosetta’s sole option using
                  Rosetta’s Production Access system (“PAS”) except with respect to new
                  wells having no production history, and assist Rosetta’s production
                  department in assessment of Rosetta Production volumes, by comparison
                  to
                  historical sales volumes and regular communication as needed for
                  accurate
                  nomination of Rosetta Production.

              


      

      


      
        	
                2.

              	
                CPS
                  shall sell trade and/or market Rosetta Production on a spot or
                  term basis
                  in accordance with the directions of Rosetta Authorized
                  Representatives.  CPS shall provide services related to the sale
                  of such Rosetta Production including: nominating, scheduling, balancing
                  and other customary marketing services.  The terms and
                  conditions of the sales agreements for Rosetta Production shall
                  be
                  negotiated by CPS utilizing commercially reasonable efforts to
                  obtain the
                  most favorable terms beneficial to Rosetta, and shall be subject
                  to
                  Rosetta’s prior written approval.

              


      

      


      
        	
                3.

              	
                CPS
                  will assist Rosetta in reducing post-production midstream charges
                  and
                  expenses such as gathering, treating, dehydration, blending, processing,
                  compression and transportation associated with any sale of Rosetta
                  Production so as to maximize the value of Rosetta Production at
                  the
                  wellhead or the central delivery point(s) for that area.  CPS
                  shall seek out other opportunities to increase Rosetta Production
                  values
                  through competitive pricing and enhancements such as gas processing
                  upgrades, and shall be subject to Rosetta’s prior written
                  approval

              


      

      


      
        	
                4.

              	
                The
                  sales agreements for Rosetta Production and all post-production
                  midstream
                  agreements for Rosetta Production shall be executed by Rosetta
                  on a form
                  that has been previously approved by Rosetta.  All executed
                  sales agreements for Rosetta Production shall include a provision
                  requiring that all payments to be made thereunder shall be made
                  directly
                  to Rosetta, 717 Texas, Suite 2800 Houston, Texas 77002, or an account
                  designated by Rosetta.

              


      

      


      
        	
                5.

              	
                As
                  to any and all potential buyers to whom CPS markets Rosetta Production,
                  CPS shall make commercially reasonable investigation of their
                  creditworthiness, and once CPS has performed and documented such
                  investigation, CPS shall present such information to
                  Rosetta.  At such time as the credit information is presented to
                  Rosetta, Rosetta shall in its sole judgment make a determination
                  as to a
                  credit amount to be allowed related to the specific
                  counterparty.  Rosetta shall notify CPS of such credit amount or
                  security requirement for the specific counterparty and
                  transaction.  After such approval or security has been received
                  by Rosetta from CPS or the counterparty, CPS shall bear no further
                  responsibility or liability hereunder should any such buyer become
                  insolvent or fail to make payment for such Rosetta Production sold
                  by CPS
                  on behalf of Rosetta, as long as CPS has not exceeded the pre-established
                  credit limit.  Such creditworthiness documentation is to be
                  retained by the Parties and periodically updated as determined
                  by the
                  Parties based on its own good business practices as long as CPS
                  continues
                  to sell Rosetta Production to such
                  buyer(s).

              


      

      


      
        	
                6.

              	
                The
                  ownership, operation and costs associated with Rosetta-owned or
                  controlled
                  facilities from and through which Rosetta Production is delivered
                  shall
                  remain with Rosetta, and CPS shall have no authority or liability
                  with
                  respect to such facilities; provided however, that the buyers arranged
                  by
                  CPS for the Rosetta Production will be responsible for paying for
                  all fees
                  and costs beyond the delivery point for the Rosetta
                  Production.  Title to all Rosetta Production shall remain with
                  Rosetta through the respective delivery points for Rosetta Production
                  to
                  the respective buyers under all executed sales agreements for Rosetta
                  Production.

              


      


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      SCHEDULE
        2

      


      SERVICES
        RELATED TO INFORMATION ACCESS

      


      


      
        	
                1.

              	
                CPS
                  shall make available to appropriate Rosetta employees, secure access
                  to
                  CPS’ online Producer Control Center (“PCC”), including all updates and
                  improvements to better serve Rosetta’s needs (e.g., tabs for scanned
                  documents, reformatted reports, etc.); provided however, that Rosetta
                  will
                  be responsible for providing accurate information to CPS if required
                  in
                  relation to such reports (e.g., PAS to use same field and well
                  identification as Excalibur Well Master).  Nothing herein shall
                  be construed to grant Rosetta access to CPS’ EMS
                  program.

              


      

      


      
        	
                2.

              	
                CPS
                  shall assist in the training of these Rosetta employees and their
                  use of
                  PCC and CPS’ other systems, programs and reports so Rosetta receives the
                  expected Services. Similarly Rosetta will familiarize CPS employees
                  with
                  Rosetta’s systems and programs.

              


      

      


      
        	
                3.

              	
                CPS
                  shall provide necessary and pertinent information from CPS’ systems,
                  programs and other reports to facilitate the recording and booking
                  of
                  revenues by Rosetta, including providing electronic links to Rosetta’s
                  Excalibur accounting system.

              


      


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      SCHEDULE
        3

      


      MEETINGS,
        SCHEDULES AND REPORTING

      


      


      
        	
                1.

              	
                CPS
                  will provide written or electronic confirmations on all transactions
                  each
                  month to Rosetta within 10 working days following the first gas
                  flow day
                  of each month.

              


      

      


      
        	
                2.

              	
                CPS
                  will provide a spread sheet each Monday that includes meters that
                  have
                  firm gas sales contracts or hedge positions related to such
                  meters.  The spreadsheet will identify daily gas sales as
                  compared to each firm contract or hedge position, cumulative sales,
                  and
                  cumulative excess or shortfall.

              


      

      


      
        	
                3.

              	
                Each
                  month prior to bidweek CPS will meet with Rosetta to determine
                  sales
                  strategy and production to be included in bid solicitations for
                  following
                  sales month.

              


      

      


      
        	
                4.

              	
                During
                  bidweek and prior to sending out bid solicitations CPS will provide
                  a copy
                  of the Bid solicitation to Rosetta for their prior written approval
                  of
                  volumes and counterparties.

              


      

      


      
        	
                5.

              	
                After
                  monthly bid process is completed, CPS will provide a summary of
                  the bid
                  results including each counterparties bid terms and credit
                  rating.

              


      


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      SCHEDULE
        4

      


      SERVICES
        RELATED TO CONTRACT ADMINISTRATION

      


      


      
        	
                1.

              	
                CPS
                  shall assist Rosetta in preparing and negotiating for Rosetta’s approval
                  and execution, and administering, all sales agreements for Rosetta
                  Production and all post-production midstream agreements for the
                  gathering,
                  transportation, processing, dehydrating, treating, blending, and/or
                  compressing of Rosetta Production.

              


      

      


      
        	
                2.

              	
                CPS
                  shall perform all required nominations and flow schedules based
                  on
                  historical daily flows, well maintenance information from Rosetta
                  and
                  pipeline capacity constraints, if any, with the goal of avoiding
                  imbalance
                  penalties as much as possible.

              


      

      


      
        	
                3.

              	
                Rosetta
                  shall be liable for all pipeline imbalances existing that relate
                  to
                  Rosetta Production.

              


      

      


      
        	
                4.

              	
                CPS
                  shall monitor and manage pipeline imbalances and report on the
                  status of
                  pipeline imbalances at least monthly or more frequently as requested
                  by
                  Rosetta.

              


      

      


      
        	
                5.

              	
                CPS
                  shall account for the sale of all hydrocarbons associated with
                  all Rosetta
                  Production and shall actualize volumes in accordance with pipeline
                  statements.

              


      

      


      
        	
                6.

              	
                CPS
                  shall assist Rosetta with the review and resolution of post-production
                  midstream agreement rate
                  discrepancies.

              


      

      


      
        	
                7.

              	
                CPS
                  shall track all derivative and hedge transaction as provided by
                  Rosetta to
                  verify physical sales coverage related to Rosetta’s derivative
                  positions.

              


      


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      SCHEDULE
        5

      


      SERVICES
        RELATED TO ROYALTY ISSUES

      


      


      
        	
                1.

              	
                For
                  all sales of Rosetta Production, CPS shall keep proper records
                  reflecting
                  price paid, market price in the area at the time and place of sale,
                  and
                  bids from third party sellers and purchasers to substantiate that
                  the
                  price paid was equivalent to fair market value when taking into
                  consideration all appropriate adjustments.  CPS shall print the
                  appropriate bids, including commodity price and basis differential,
                  that
                  are posted on Intercontinental Exchange at the time of the sale
                  and shall
                  keep all records for a period of five (5) years from the beginning
                  of the
                  month after the month of sale, or for so long thereafter as a dispute,
                  investigation, court action, or regulatory action commenced within
                  such
                  five (5) years may exist.  CPS shall not be requested to
                  dispense royalty payments to Rosetta royalty owners or working
                  interest
                  owners but does agree to provide accurate and timely detail, documentation
                  and other information to assist Rosetta’s proper calculation and payment
                  of all royalties owed in connection with Rosetta
                  Production.

              


      


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      SCHEDULE
        6

      


      SERVICES
        RELATED TO PAYMENT FROM

      PURCHASERS
        OF ROSETTA PRODUCTION

      


      


      CPS
        will
        undertake the following remittance duties:

      


      
        	
                1.

              	
                CPS
                  shall prepare and send invoices to all buyers of Rosetta
                  Production.

              


      

      


      
        	
                2.

              	
                CPS
                  shall work with Rosetta to reconcile accounts receivable for all
                  Rosetta
                  Production.

              


      

      


      
        	
                3.

              	
                CPS
                  will aide in managing Rosetta’s collateral
                  account.

              


      

      


      
        	
                4.

              	
                CPS
                  shall work with Rosetta to help ensure that the buyers pay all
                  post-production midstream charges and expenses after the delivery
                  point
                  for each sale. If the delivery point is not at the wellhead, but
                  instead
                  is at the central delivery point, CPS will provide the documentation
                  establishing that the sales price net of the applicable post-production
                  midstream charges and expenses from the wellhead to such central
                  delivery
                  point is greater than or equal to the sales price at the
                  wellhead

              


      


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      SCHEDULE
        7

      


      SERVICES
        RELATED TO ROSETTA WORKING INTEREST OWNERS

      


      


      
        	
                1.

              	
                CPS
                  shall provide available daily sales volume estimates to Rosetta
                  working
                  interest owners taking in kind, when requested to do so by Rosetta
                  land
                  department, provided CPS has been furnished with the proper working
                  interest percentages and addresses by Rosetta land
                  department.

              


      


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      SCHEDULE
        8

      


      SERVICES
        RELATED TO PRICING AND CREDIT ISSUES

      


      


      
        	
                1.

              	
                CPS
                  will make commercially reasonable efforts to stay aware of credit
                  issues
                  involving Rosetta markets, and will advise Rosetta if and when
                  the credit
                  of their markets is under scrutiny.  CPS will ensure that
                  Rosetta only sells to markets approved by Rosetta based on its
                  investigation and analysis pursuant to Schedule
                  3.

              


      

      


      
        	
                2.

              	
                CPS
                  shall assist Rosetta with market pricing, basis, and other price
                  adjustments for the purpose of reserve evaluation or the exploration
                  or
                  acquisition of new reserves. CPS shall provide information on all
                  post-production midstream charges and expenses, including, without
                  limitation, gathering, dehydration, blending, treating, processing,
                  compression, and transportation costs in new
                  areas.

              


      

      


      
        	
                3.

              	
                CPS
                  shall assist Rosetta with the assessment of market options and
                  maintain
                  open communication with Rosetta in an attempt to exchange timely
                  information so that Rosetta can seek to receive the best price
                  available
                  at the time all Rosetta Production is sold, keeping in mind the
                  volume,
                  location and financial stability of Rosetta’s
                  markets.

              


      

      


      
        	
                4.

              	
                CPS
                  shall provide Rosetta daily market back up and sales information
                  to assist
                  with pricing claims adjudication brought by working interest or
                  royalty
                  owners.

              


      

      


      
        	
                5.

              	
                CPS
                  shall assist Rosetta with physical gas sales to seek to maximize
                  profits
                  from Rosetta hedging activity.

              


      


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


      


      SCHEDULE
        9

      


      HOURLY
        RATE FOR ADDITIONAL SERVICES

      


      


      
        	
                1.

              	
                $140.00
                  per hour for entire 2 year period—July 1, 2007 through June 30,
                  2009.

              


      


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      


      SCHEDULE
        10

      


      AUTHORIZED
        REPRESENTATIVES

      


      


      Rosetta
        Authorized Representatives:

      


      J.
        Chad
        Driskill

      Nellie
        Don Evans

      David
        Cravens

      


      


      CPS
        Authorized Representatives:


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      


      SCHEDULE
        11

      


      TRANSITION
        SERVICES

      


      


      
        	
                1.

              	
                Transfer
                  all Nomination and Scheduling responsibilities including access
                  to
                  nomination sites, passwords, and
                  information.

              


      

      


      
        	
                2.

              	
                Help
                  Train schedulers on gas scheduling for each pipeline or gathering
                  system
                  as needed.

              


      

       

      
        	
                3.

              	
                Issue
                  Notification to and help transfer contact information on all pipelines,
                  purchasers and other
                  counterparties.

              


      

       

      
        	
                4.

              	
                Copy
                  of all hard and electronic historical information, payment information,
                  remittance, and sales volume.

              


      

      


      
        	
                5.

              	
                Work
                  with Rosetta to transfer current confirms and trade information
                  into
                  Rosetta information management
                  system.

              


      

      


      
        	
                6.

              	
                Work
                  with Rosetta accounting to transfer over mid- and back office function
                  including billing and
                  reconciliation.

              


      

       

      
        	
                7.

              	
                Generate
                  list of counterparties and contact
                  introductions.

              


      

       

       

      25