ex10_4.htm


    
      

    

    Exhibit
      10.4

     

    
      PARTIAL
        TRANSFER AND RELEASE AGREEMENT

      


      


      This
        Partial Transfer and Release Agreement (this “Agreement”)
        entered into this 3rd day of August, 2007, is made by and among those parties
        to
        a certain purchase and sale agreement, transfer and assumption agreement,
        and
        all other interrelated agreements thereto, executed July 7,
        2005  (collectively, the “PSA”), namely, Calpine Gas
        Holdings LLC, CPN Pipeline Company, Calpine Corporation, Calpine Producer
        Services, L.P., Calpine Fuels Corporation and their subsidiaries and affiliates,
        as applicable (collectively, “Calpine”), on the one hand, and
        Rosetta Resources Inc., Rosetta Resources Operating LP (individually and
        as
        successor by merger with Rosetta Resources California, LLC; Rosetta Resources
        Rockies, LLC; Rosetta Resources Texas GP, LLC; Rosetta Resources Texas LP,
        LLC;
        and Rosetta Resources Texas LP) and Rosetta Resources Offshore, LLC and their
        subsidiaries and affiliates, as applicable (collectively,
“Rosetta”), on the other
        hand.  Calpine and Rosetta are
        sometimes referred to collectively as the “Parties” and
        individually as a “Party.”

      


      RECITALS

      


      A.           The
        PSA provided for the sale to Rosetta of
        ultimate ownership and control of all or substantially all of the assets
        comprising Calpine’s oil and gas business (the “Sale
        Transaction”).

      


      B.           Among
        the properties to be transferred pursuant to the PSA were the
        properties listed on Exhibit A attached hereto (collectively,
        the “Properties”).

      


      C.           On
        or about December 20, 2005 (the “Commencement Date”),
Calpine filed petitions for relief under chapter
        11 of the
        title 11 of the United States Code (the “Bankruptcy Code”) in
        the United States Bankruptcy Court for the Southern District of
        New York (the “Bankruptcy
        Court”).  Calpine’s chapter 11 cases are
        being jointly administered under Case No. 05-60200-brl (the “Chapter 11
        Cases”).

      


      D.           Because
        of the Chapter 11 Cases, certain issues remain open with respect to the
PSA, and a number of disputes have arisen between the
Parties.  Among other things, there are open issues
        with respect to the status of legal title to the Properties as
        of the Commencement Date.

      


      E.           The
        Parties have reached an interim business solution in connection
        with the Properties for certain, but not all, of the
        outstanding disputes on the basis set forth in detail in this
        Agreement.


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      AGREEMENT

      


      NOW
        THEREFORE, for valuable consideration as exchanged between
Calpine and Rosetta in this Agreement, the
Parties agree:

      


      1.          
          New Marketing Agreement.  Contemporaneously with
        the execution of this Agreement, each Party agrees to execute,
        and deliver its respective counterparts of, the New Marketing Agreement attached
        hereto as Exhibit B (the “New Marketing
        Agreement”), which, among other provisions, extends the primary term
        for Calpine’s provision of marketing services for
Rosetta until the earlier of: (i) June 30, 2009;
        or (ii) the
        date Calpine 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’s 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 any
        such rejection order).

      


      2.        
            Resolution of Outstanding Property
        Issues.

      


      (a)           Contemporaneously
        with the execution of this Agreement, each Party agrees to
        execute, and deliver its respective counterparts of, all documents attached
        as
Exhibit C and also to complete, promptly following
Rosetta’s request, all necessary steps and actions
        and execute
        all other documents required to convey to Rosetta (or, as
        applicable, to irrevocably establish in Rosetta’s name) full
        legal title in and to (i) the Properties and (ii) all operating
        rights possessed by Calpine related to the
Properties, which conveyances shall be effective,
        except as
        provided in Sections 5 and 6 hereof, on and from the “Effective
        Date” (as defined by the PSA), free and clear of any
        and all liens, claims and encumbrances arising on or after July 7, 2005 by,
        through or under Calpine or its actions.  The
Parties acknowledge and agree that the Parties
        may be required to provide or execute additional documents with respect to,
        and
        to complete, conveyance of the Properties to
Rosetta as may be reasonably requested by California
        State
        Lands Commission (“CSLC”), U.S. Department of Interior,
        Minerals Management Service (“MMS”) or Bureau of Land
        Management (“BLM”) (collectively, “Regulatory
        Authorities”) or Rosetta from time to time which the
Parties shall promptly execute (not
        later than ten (10) days
        following their receipt).  A nonexclusive list of the documents
        required is set forth in Exhibit C attached
        hereto.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      (b)           The
        Parties agree to take all reasonable steps necessary to obtain
        acknowledgments from applicable Regulatory Authorities that such authorities
        will recognize the applicable Rosetta entity as the record
        title owner and operator of each of the Properties as of the
Effective Date.

      


      (c)           Following
        receipt of all required governmental approvals of the transfer to
Rosetta of legal title to the Properties,
Rosetta agrees to aid and
        assist Calpine to
        secure the release of any collateral security Calpine has
        posted with respect to the
Properties.  Rosetta agrees to
        execute and deliver to Calpine all documents required with
        respect to such release for the items as set forth in Exhibit
        D, copies of which have been provided to Rosetta, and
        also to complete all necessary steps and actions and execute all other documents
        required to secure the release of any collateral security
Calpine has posted with respect to the
Properties.  The Parties acknowledge
        and agree that Rosetta may be required to provide or execute
        additional documents to secure such releases as may be reasonably requested
        by
Calpine from time to time which the Parties
        shall promptly execute (not later than ten (10) days following their
        receipt).  A nonexclusive list of the documents required is set forth
        in Exhibit D attached hereto.

      


      3.       
             Assumption and Assignment of Contracts and
        Leases and Related Liabilities.  Subject to Section 5(b),
Calpine agrees to seek Bankruptcy Court
        approval, as necessary, to assume pursuant to Section 365(b) of the
Bankruptcy Code and assign or otherwise convey to
Rosetta in accordance with Section 2 hereof,
        any and all
        interest, title or rights Calpine has in or to the
Properties and any related operating rights, rights-of-ways,
        compensatory royalty agreements, easements and leases pertaining to the
Properties.  Rosetta agrees to
        assume, effective as of the Assumption Date (as hereinafter defined), all
        cure
        obligations (as provided in section 365(b)(1)(A) of the Bankruptcy
        Code) in connection with any such assumption related to the
Properties and to pay, and indemnify Calpine
        for, such obligations which shall be set forth or, by agreement of the
Parties, otherwise provided for in the Bankruptcy
        Court order approving such assumption.  To the extent
Rosetta disputes any cure claims
        asserted by any counterparties, Calpine
        agrees to reasonably cooperate in defending against and opposing such asserted
        cure claims.  “Assumption Date” shall mean: (i) for
        liabilities Rosetta assumed pursuant to the
PSA, the effective date of such assumption
        as provided in the
PSA; and (ii) for additional liabilities that
Rosetta did not assume pursuant to the PSA but
        will assume pursuant to this Agreement, the effective date of such assumption
        agreed to by the applicable Regulatory Authority.  The
Parties agree to use all reasonable efforts to include in such
        Bankruptcy Court order any wording as may be reasonably
        requested by the Regulatory Authorities or either Party, as
        applicable, in order to effectuate the terms of this Agreement.


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      4.         
           Assumption of Rights and Liabilities.

      


      (a)           Effective
        as of the Assumption Date, Calpine agrees to assign, and
Rosetta agrees to assume, all rights, obligations,
        duties,
        benefits, burdens, and claims of Calpine related to any
        underpayment or overpayment of monies, revenue interests, royalties or other
        payment obligations to the State of California, acting through the
CSLC with respect to that portion of the
Properties for which CSLC approvals are outstanding
        (collectively, the “CSLC Properties”), including without
        limitation: (i) the CSLC’s June 14, 2006 Audit for PRC 415.1 alleging
        underpayment in the amount of $643,379.92, together with any and all penalties
        and interest that have continued to accrue thereon; and (ii) the right to
        pursue, negotiate, resolve, pay any underpayments, and retain any overpayments
        for its own account with respect to all such CSLC Properties
        from and after May 1, 2000.

      


      (b)           Effective
        as of the Assumption Date, Rosetta agrees to: (i) assume all of
Calpine’s liabilities associated or arising in
        connection with
        the operation or Calpine’s status as lessee of the
Properties (including without limitation plugging
        and
        abandonment costs and all of the liabilities for the items listed on
Exhibit D attached hereto); and (ii) comply with all applicable
        governmental regulations associated with the Properties,
        including without limitation maintaining a clean-up/spill response plan for
        operated MMS leases as may be required by applicable law.

      


      5.       
             Reservation of Rights.

      


      (a)           Excepting
        the conveyance of title to the Properties and attendant rights
        thereto, including without limitation operating rights, as specifically provided
        herein, this Agreement is without prejudice to the Parties’
respective rights, defenses, arguments, remedies, claims
        and obligations under
        the PSA and applicable law.

      


      (b)           The
        Parties reserve all rights to argue that any contracts or
        leases associated with the Properties are real property
        interests.  Notwithstanding the Agreement, nothing herein shall
        constitute an admission by either Party (or impair its right to
        argue otherwise) that the Bankruptcy Code mandates assumption
        and assignment of such leases.

      


      6.        
            No Prejudice.  Notwithstanding any
        language herein to the contrary, nothing in this Agreement including the
        effectiveness of the conveyances of the Properties on the
        Effective Date set forth in Section 2 hereof shall prejudice, release or
        otherwise impair the respective rights, defenses, arguments, remedies, claims,
        or offsets of either the Calpine chapter 11 debtors (or their
        estates) or Rosetta with respect to (a) any fraudulent transfer
        action in connection with the Sale Transaction and defense thereto, (b) any
        actions to assume or reject the PSA, whether in whole or in
        part, and any defense or response thereto, including any claims for damages
        or
        rights of cure, whichever the case may be, relating thereto; provided,
        however,Calpine acknowledges and agrees that in the event
        it is authorized and exercises any right to hereafter reject the
PSA, such rejection shall not affect in any manner
Rosetta’s right, title and interest in and to
        the
Properties, whether conveyed pursuant to this Agreement or
        otherwise, or (c) in connection with those remaining properties identified
        by
Calpine as Section 365(d) leases in its Motion to Assume filed
        in or about June 2006 with the Bankruptcy Court and not listed
        on Exhibit A hereto.  Nothing herein shall impair or
        otherwise preclude Rosetta from asserting its rights, defenses,
        arguments or remedies in seeking to compel Calpine to assume or
        reject the PSA or Calpine from asserting any
        legal rights, defenses, arguments, or remedies in response
        thereto.


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      7.        
            Releases.

      


      (a)           Except
        as otherwise provided in Section 6 and elsewhere herein (including to the
        extent
        that Calpine is subject to any claim, or liability for any
        claim, associated or arising in connection with the operation or
Calpine’s status as lessee of the Properties),
Calpine hereby releases any
        claims, causes of action, suits or
        demands that Calpine or its estate may have against
Rosetta and the Rosetta signatories hereto,
        together with their affiliates, officers, directors, employees, agents,
        attorneys, and representatives, solely in connection with
Rosetta’s operation, management, or control of the
Properties.  For the avoidance of doubt and as set
        forth in Section 6 above, the release in this Section 7(a) is not a release
        of
        any assumption or rejection related rights under the PSA or any
        rights to prosecute any avoidance actions under sections 544, 548, and 550
        of
        the Bankruptcy Code with respect to the entirety of the Sale
        Transaction under the PSA.

      


      (b)           Except
        as otherwise provided in Section 6 and elsewhere herein (including without
        limitation to the extent Calpine has liability with respect to
        operating expenses, costs or other burdens of any ownership interest it
        maintains in respect of any unitization involving any of the
Properties), Rosetta hereby releases any
        claims, causes of action, suits or demands that Rosetta or its
        assignees or successors-in-interest may have against Calpine or
        its affiliated chapter 11 debtors, together with their affiliates, officers,
        directors, employees, agents, attorneys, and representatives, solely in
        connection with Rosetta’s operation, management, or control of
        the Properties.  For the avoidance of doubt and as
        set forth in Section 6 above, the release in this Section 7(b) is not a release
        of any defenses, offsets, claims, counterclaims, arguments, cure amounts
        or
        damages arising out of or in defense to any assumption or rejection of the
        PSA or any avoidance actions under sections 544, 548, and
        550
        of the Bankruptcy Code by Calpine, its
        affiliated chapter 11 debtors, or their estates with respect to the entirety
        of
        the Sale Transaction under the PSA.


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      (c)           The
        Parties each acknowledge that they have been advised by their
        respective legal counsel and are familiar with the provisions of California
        Civil Code Section 1542, which provides as follows:

      


      “A
        general release does not extend to claims which the creditor does not know
        or
        suspect to exist in his favor at the time of executing the release, which
        if
        known by him must have materially affected his settlement with the
        debtor.”

      


      Each
        of
        the Parties, being aware of Section 1542, hereby expressly
        waives any and all rights it may have thereunder, as well as under any other
        statutes or common law principles of similar effect, with respect to the
        releases in this Section 7.

      


      8.          
          Subsequent Transfers.  During the pendency of the
        any avoidance action, Rosetta agrees to provide
Calpine five (5) business days’ advance written notice of any
        transfer or sale of any of the Properties.

      


      9.        
            Entire Agreement.  Except for the
PSA, this Agreement is the entire agreement between
        the
Parties in respect of the subject matter hereof and shall not
        be modified, altered, amended or vacated without the prior written consent
        of
        all Parties hereto.  No statement made or action
        taken in the negotiation of this Agreement may be used by any
Party for any purpose whatsoever.

      


      10.           No
        Admissions; No Presumption Against Drafter.  This Agreement and
        its contents are the result of negotiations by the Parties in
        an effort to compromise on certain unresolved disputes.  Nothing
        herein shall be held to be an admission against the interests of either
Party or form the basis for waiver or estoppel in connection
        with either Party’s legal rights, claims or defenses associated
        with the properties not addressed by this Agreement.  Each
Party has cooperated in the drafting and preparation of this
        Agreement.  Hence, in any construction to be made of this Agreement,
        the same shall not be construed against any Party.

      


      11.           Further
        Assurances.  Following the execution of this Agreement, each
Party is and shall be obligated to execute and deliver such
        other certificates, agreements and other documents and take such other actions
        as may be reasonably be requested, from time to time, by any of the other
        Parties in order to consummate or implement to the fullest degree possible
        the
        transactions and agreements contemplated by this
        Agreement.  Additionally, to the extent that same relate to the
        Sales Transaction and are not included in the
Bankruptcy Court’s order, pursuant to Section 365(d) of
        the
Bankruptcy Code, dated July 12, 2006 (the “365
        Order”), Rosetta agrees to assist
Calpine, following the Closing Date (as
        defined in Section 23, supra), in Calpine’s
efforts to secure release of
        the collateral security as described in
Exhibit E attached hereto by providing records or copies of
        records and the use of the reasonable time of its employees in support of
        this
        objective.


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      12.           Recording
        Instruments.  Calpine authorizes
Rosetta to file any and all recording instruments,
        conveyances
        and documents required to confirm and memorialize under applicable laws
Rosetta’s legal interest and title in and to: (i) the
        Properties; and (ii) any other properties transferred from
Calpine to Rosetta that were not listed in the
        365 Order; as well as related agreements and contracts
        that have been or are being conveyed to Rosetta; provided,
        however, that Rosetta shall provide copies of such
        instruments, conveyances and documents to Calpine, and the
        opportunity to comment on any instruments, conveyances, or documents not
        attached as Exhibits hereto, at least five (5) business days before filing
        ;
provided, further, that Rosetta shall: (a) provide at
        least one (1) business day’s advance written notice to Calpine
        regarding the nature and substance of any anticipated transactions (including
        without limitation communications) pursuant to that certain Limited Power
        of
        Attorney by and between Calpine Corporation and Rosetta Resources Operating,
        L.P., dated as of August 3, 2007; and (b) notify Calpine in writing regarding
        the substance of any such transactions promptly after the occurrence
        thereof.

      


      13.           Notices.  Notices
        to the Parties under this Agreement shall be sent
        to:

      


      
        	
                Calpine
                  Corporation

              	
                Rosetta
                  Resources Inc.

              
	
                Attn.:
                  Scott Longmore

              	
                Attn.:  Michael
                  J. Rosinski

              
	
                717
                  Texas, Suite 1000

              	
                717
                  Texas, Suite 2800

              
	
                Houston,
                  Texas 77002

              	
                Houston,
                  Texas 77002

              


      

      


      14.           Successors
        and Assigns.  This Agreement and all of the provisions hereof are
        binding upon and shall inure to the benefit of the Parties and
        their respective successors, assigns, agents, employees, representatives,
        officers, directors, partners, parent companies, subsidiaries, affiliates,
        assigns, predecessors-in-interest, successors-in interest, and
        shareholders.  Nothing in this Agreement, express or implied, is
        intended to confer upon any person other than the Parties, and their successors
        and assigns, any rights, remedies or obligations under or by reason of this
        Agreement.

      


      15.           Governing
        Law.  The terms of this Agreement will be governed by, and
        interpreted in accordance with the internal laws of, the State of Texas,
        without
        regard to the rules regarding choice of laws or conflicts of laws.

      


      16.           Counterparts.  This
        Agreement may be executed in any number of counterparts, each of which so
        executed shall be deemed an original, but all of which together shall constitute
        one and the same instrument.

       

      17.           No
        Waivers.  The failure of any Party to insist on
        performance of any of the terms and conditions of this Agreement shall not
        be
        construed as a waiver or relinquishment of any rights granted hereunder or
        of
        the future performance of any such term, covenant or condition, but the
        obligations of the Parties with respect thereto shall continue in full force
        and
        effect.


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      18.           Severability.  Subsequent
        to the Closing Date, if any part of this Agreement is found to
        be prohibited, unlawful, void or for any reason unenforceable, then it shall
        be
        deemed severable and separable from the remaining parts and it shall not
        invalidate or render unenforceable the remaining parts of this
        Agreement.

      


      19.           Representations.  Each
        Party represents and warrants to, and agrees with, the other
        Party as follows:

      


      (a)           Each
        Party has received or has been given full opportunity to
        receive independent legal advice from its attorneys with respect to the
        advisability of making the settlement provided for herein, and with respect
        to
        the advisability of executing this Agreement.

      


      (b)           Neither
        Party (nor, without limitation, any officer, agent, employee,
        representative, or attorney of or for either Party) has made
        any statement or representation to the other Party regarding
        any fact relied upon in entering into this Agreement, and each
Party warrants that it does not rely upon any statement,
        representation or promise of the other Party (or, without
        limitation, of any officer, agent, employee, representative, or attorney
        for the
        other Party) in executing this Agreement, or in making the
        settlement or granting the releases provided for herein, except as expressly
        stated in this Agreement.

      


      (c)           Each
        Party has made such investigation of the facts pertaining to
        the settlement outlined above and to this Agreement, and of all the matters
        pertaining thereto, as it deems necessary.

      


      (d)           In
        entering into this Agreement, and the settlement provided for herein, each
        Party assumes the risk of any misrepresentation, concealment
        or
        mistake.  If either Party should subsequently
        discover that any fact relied upon by it in entering into this Agreement
        was
        untrue, or that any fact was concealed from it, or that its understanding
        of the
        facts or of the law was incorrect, such Party shall not be
        entitled to any relief in connection therewith, including, without limitation
        on
        the generality of the foregoing, any alleged right or claim to set aside
        or
        rescind this Agreement.  This Agreement is intended to be and is final
        and binding between the Parties with respect to the matters set forth in
        this
        Agreement, regardless of any claims of misrepresentation, promise made without
        the intention to perform, concealment of fact, mistake of fact or law, or
        of any
        other circumstances whatsoever.

      


      (e)           No
        Party has heretofore assigned, transferred, or granted, or
        purported to assign, transfer, or grant, any of the claims, demands, causes
        of
        action or rights of appeal disposed of by this Agreement.

      


      (f)           Each
        term of this Agreement is contractual and not merely a recital.


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      20.           Fees
        and Expenses.  Each Party shall pay its own
        costs, fees and expenses (including attorneys’ fees) incurred in connection with
        the preparation, negotiation, and execution of this Agreement, and the documents
        and agreements contemplated by this Agreement, and shall not seek reimbursement
        thereof from the other Party.

      


      21.           Headings.  The
        headings in this Agreement are for convenience only and shall not be considered
        a part of or affect the construction or interpretation of any provision of
        this
        Agreement.

      


      22.           Exhibits.  The
        exhibits attached to this Agreement are fully incorporated into and are made
        a
        part of this Agreement for all purposes.

      


      23.           Court
        Approval.  This Agreement in its entirety, including the various
        documents delivered 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 (the “Approval Order”); provided,
        however, that approval of this Agreement shall not be construed to have any
        bearing on any claims or causes of action not expressly waived
        herein.  The date on which the Parties exchange executed copies of
        this Agreement and all documents listed on Exhibit C shall be
        the “Execution Date” for this Agreement.  The date of
        the entry of the Approval Order shall be the “Closing Date” for
        this Agreement.  Calpine agrees to take such action
        as reasonably may be required to promptly obtain such Bankruptcy
        Court approval of the Agreement and conveyance of the
        Properties to Rosetta free and clear of all liens,
        claims and encumbrances as set forth herein.  Rosetta
        agrees to assist Calpine in this regard.  If this
        Agreement is not approved by the Bankruptcy Court, or if the
        Approval Order is overturned or modified on appeal, then this Agreement shall
        be
        of no further force and effect and, in such event, (a) neither this Agreement
        nor any negotiations and writings in connection with this Agreement shall
        in any
        way be construed as or deemed to be evidence of or an admission on behalf
        of any
Party regarding any claim or right that such
Party may have against the other Party, and
        (b) the Parties shall otherwise be restored to the position in effect prior
        to
        the date of this Agreement.  The Parties agree to
        work cooperatively with the Regulatory Authorities toward the objective that,
        on
        or before the Closing Date, all Regulatory Authorities will
        have confirmed to the Parties that their respective ministerial
        approvals will be granted upon receipt of the Bankruptcy Court
        order approving this Agreement and their receipt, respectively, of required
        documents.

      


      24.           Exchange
        of Executed Originals.  On the Execution Date,
        each of the Parties shall execute and deliver one complete set of original
        signature pages of this Agreement and all other documents and agreements
        listed
        on Exhibit C to the law firm representing the other Party
        pending the occurrence of the Closing Date.

      


      25.           Retention
        of Jurisdiction.  The Bankruptcy Court shall
        retain jurisdiction to interpret and enforce this Agreement.


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


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

      


      ROSETTA
        RESOURCES INC.

      


      


      
        	
                By:

              	/s/
                Michael J. Rosinski	 
	 	 	 
	
                Name:

              	Michael
                J. Rosinski	 
	 	 	 
	
                Date:

              	8/3/07	 


      

      


      


      ROSETTA
        RESOURCES OPERATING LP,

      formerly
        known as Calpine Natural Gas L.P., and

      successor
        by merger to Rosetta Resources California, LLC,

      Rosetta
        Resources Rockies, LLC, Rosetta Resources Texas, GP, LLC,

      Rosetta
        Resources Texas LP, LLC, and Rosetta Resources Texas LP

      


      
        


        
          	
                  By:

                	/s/
                  Michael J. Rosinski	 
	 	 	 
	
                  Name:

                	Michael
                  J. Rosinski	 
	 	 	 
	
                  Date:

                	8/3/07	 


        

         

      

      ROSETTA
        RESOURCES OFFSHORE, LLC

      


      


      
        	
                By:

              	/s/
                Michael J. Rosinski	 
	 	 	 
	
                Name:

              	Michael
                J. Rosinski	 
	 	 	 
	
                Date:

              	8/3/07	 


      

      

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

      

       

      CALPINE
        CORPORATION

      


      


      
        	
                By:

              	/s/
                Gregory Doody	 
	 	 	 
	
                Name:

              	Gregory
                Doody	 
	 	 	 
	
                Date:

              	8/3/07	 


      

      


      CALPINE
        PRODUCER SERVICES, L.P.

      


      
        


        
          	
                  By:

                	/s/
                  Gregory Doody	 
	 	 	 
	
                  Name:

                	Gregory
                  Doody	 
	 	 	 
	
                  Date:

                	8/3/07	 


        

         

      

      CALPINE
        FUELS CORPORATION

      


      
        


        
          	
                  By:

                	/s/
                  Gregory Doody	 
	 	 	 
	
                  Name:

                	Gregory
                  Doody	 
	 	 	 
	
                  Date:

                	8/3/07	 


        

         

      

      CALPINE
        GAS HOLDINGS, L.L.C.

      


      
        


        
          	
                  By:

                	/s/
                  Gregory Doody	 
	 	 	 
	
                  Name:

                	Gregory
                  Doody	 
	 	 	 
	
                  Date:

                	8/3/07	 


        

         

      

      CALPINE
        PIPELINE COMPANY

      


      
        


        
          	
                  By:

                	/s/
                  Gregory Doody	 
	 	 	 
	
                  Name:

                	Gregory
                  Doody	 
	 	 	 
	
                  Date:

                	8/3/07	 


        

        

11