Common use of Management by Board of Directors Clause in Contracts

Management by Board of Directors. 5 6.1 Establishment of Board 5 6.2 The Board: Delegation of Authority and Duties 5 6.3 Term of Office 6 6.4 Meetings of the Board and Committees 6 6.5 Voting 7 6.6 Responsibility and Authority of the Board 7 ARTICLE VII OFFICERS 7 7.1 Designation and Appointment 7 7.2 Resignation and Removal 8 7.3 Duties of Officers Generally 8 7.4 President 8 7.5 Chief Financial Officer 8 7.6 Vice President(s) 9 7.7 Secretary 9 ARTICLE VIII INDEMNIFICATION 9 8.1 Exculpation 9 8.2 Right to Indemnification 10 8.3 Determination of Eligibility 10 8.4 Advancement of Expenses 11 8.5 Indemnification of Employees and Agents 11 8.6 Appearance as a Witness 11 8.7 Right of Claimant to Bring Suit 11 8.8 Nonexclusivity of Rights 11 8.9 Insurance 12 8.10 Savings Clause 12 ARTICLE IX ACCOUNTING PERIOD, RECORDS AND REPORTS 12 9.1 Accounting Method 12 9.2 Accounting Period 12 9.3 Inspection 12 9.4 Preparation of Financial Statements 12 ARTICLE X TAX MATTERS 13 10.1 Tax Returns and Elections 13 ARTICLE XI DISSOLUTION AND TERMINATION 13 11.1 Dissolution 13 11.2 Effect of Dissolution 13 11.3 Winding Up, Liquidating and Distribution of Assets 13 11.4 Certificate of Cancellation 14 ARTICLE XII MISCELLANEOUS 14 12.1 Notices 14 12.2 Application of Delaware Law 14 12.3 Headings 14 12.4 Waivers 14 12.5 Rights and Remedies Cumulative 14 12.6 Severability 15 12.7 Heirs, Successors and Assigns 15 12.8 Beneficiaries 15 12.9 Article 8 Opt-In 15 12.10 Assignments 15 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MESCALERO PIPELINE, LLC This Amended and Restated Limited Liability Company Agreement (this “Agreement”) is dated as of January 31, 2010, by Mescalero Pipeline, LLC, a Delaware limited liability company.

Management by Board of Directors. 5 4 6.1 Establishment of Board 5 4 6.2 The Board: Delegation of Authority and Duties 5 4 6.3 Term of Office 6 5 6.4 Meetings of the Board and Committees 6 5 6.5 Voting 7 6 6.6 Responsibility and Authority of the Board 7 ARTICLE VII OFFICERS 7 7.1 Designation and Appointment 7 7.2 Resignation and Removal 8 7 7.3 Duties of Officers Generally 8 7 7.4 President 8 7.5 Chief Financial Officer 8 7.6 Vice President(s) 9 8 7.7 Secretary 9 8 Page ARTICLE VIII INDEMNIFICATION 9 8.1 Exculpation 9 8.2 Right to Indemnification 10 9 8.3 Determination of Eligibility 10 8.4 Advancement of Expenses 11 10 8.5 Indemnification of Employees and Agents 11 10 8.6 Appearance as a Witness 11 10 8.7 Right of Claimant to Bring Suit 11 10 8.8 Nonexclusivity of Rights 11 8.9 Insurance 12 11 8.10 Savings Clause 12 11 ARTICLE IX ACCOUNTING PERIOD, RECORDS AND REPORTS 12 11 9.1 Accounting Method 12 11 9.2 Accounting Period 12 11 9.3 Inspection 12 9.4 Preparation of Financial Statements 12 ARTICLE X TAX MATTERS 13 12 10.1 Tax Returns and Elections 13 12 ARTICLE XI DISSOLUTION AND TERMINATION 13 12 11.1 Dissolution 13 12 11.2 Effect of Dissolution 13 12 11.3 Winding Up, Liquidating and Distribution of Assets 13 12 11.4 Certificate of Cancellation 14 13 ARTICLE XII MISCELLANEOUS 14 13 12.1 Notices 14 13 12.2 Application of Delaware Law 14 13 12.3 Headings 14 13 12.4 Waivers 14 12.5 Rights and Remedies Cumulative 14 12.6 Severability 15 14 12.7 Heirs, Successors and Assigns 15 14 12.8 Beneficiaries 15 14 12.9 Article 8 Opt-In 15 14 12.10 Assignments 15 14 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MESCALERO PIPELINE, CHAMA PIPELINE HOLDING LLC This Amended and Restated Limited Liability Company Agreement (this “Agreement”) is dated as of January 31April 1, 20102009, by Mescalero Pipeline, Chama Pipeline Holding LLC, a Delaware limited liability companycorporation.

Management by Board of Directors. 5 4 6.1 Establishment of Board 5 4 6.2 The Board: Delegation of Authority and Duties 5 4 6.3 Term of Office 6 5 6.4 Meetings of the Board and Committees 6 5 6.5 Voting 7 6 6.6 Responsibility and Authority of the Board 7 ARTICLE VII OFFICERS 7 7.1 Designation and Appointment 7 7.2 Resignation and Removal 8 7 7.3 Duties of Officers Generally 8 7 7.4 President 8 7.5 Chief Financial Officer 8 7.6 Vice President(s) 9 8 7.7 Secretary 9 8 Page ARTICLE VIII INDEMNIFICATION 9 8.1 Exculpation 9 8.2 Right to Indemnification 10 9 8.3 Determination of Eligibility 10 8.4 Advancement of Expenses 11 10 8.5 Indemnification of Employees and Agents 11 10 8.6 Appearance as a Witness 11 10 8.7 Right of Claimant to Bring Suit 11 10 8.8 Nonexclusivity of Rights 11 8.9 Insurance 12 11 8.10 Savings Clause 12 11 ARTICLE IX ACCOUNTING PERIOD, RECORDS AND REPORTS 12 11 9.1 Accounting Method 12 11 9.2 Accounting Period 12 11 9.3 Inspection 12 9.4 Preparation of Financial Statements 12 ARTICLE X TAX MATTERS 13 12 10.1 Tax Returns and Elections 13 12 ARTICLE XI DISSOLUTION AND TERMINATION 13 12 11.1 Dissolution 13 12 11.2 Effect of Dissolution 13 12 11.3 Winding Up, Liquidating and Distribution of Assets 13 12 11.4 Certificate of Cancellation 14 13 ARTICLE XII MISCELLANEOUS 14 13 12.1 Notices 14 13 12.2 Application of Delaware Law 14 13 12.3 Headings 14 13 12.4 Waivers 14 12.5 Rights and Remedies Cumulative 14 12.6 Severability 15 14 12.7 Heirs, Successors and Assigns 15 14 12.8 Beneficiaries 15 14 12.9 Article 8 Opt-In 15 14 12.10 Assignments 15 14 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MESCALERO PIPELINE, PECOS PIPELINE LLC This Amended and Restated Limited Liability Company Agreement (this “Agreement”) is dated as of January 31April 1, 20102009, by Mescalero Pipeline, Pecos Pipeline LLC, a Delaware limited liability companycorporation.

Management by Board of Directors. 5 4 6.1 Establishment of Board 5 4 6.2 The Board: Delegation of Authority and Duties 5 4 6.3 Term of Office 6 5 6.4 Meetings of the Board and Committees 6 5 6.5 Voting 7 6 6.6 Responsibility and Authority of the Board 7 6 ARTICLE VII OFFICERS 7 7.1 Designation and Appointment 7 7.2 Resignation and Removal 8 7 7.3 Duties of Officers Generally 8 7 7.4 President 8 7 7.5 Chief Financial Officer 8 7.6 Vice President(s) 9 8 7.7 Secretary 9 8 Page ARTICLE VIII INDEMNIFICATION 9 8.1 Exculpation 9 8.2 Right to Indemnification 10 9 8.3 Determination of Eligibility 10 8.4 Advancement of Expenses 11 10 8.5 Indemnification of Employees and Agents 11 10 8.6 Appearance as a Witness 11 10 8.7 Right of Claimant to Bring Suit 11 10 8.8 Nonexclusivity of Rights 11 8.9 Insurance 12 11 8.10 Savings Clause 12 11 ARTICLE IX ACCOUNTING PERIOD, RECORDS AND REPORTS 12 11 9.1 Accounting Method 12 11 9.2 Accounting Period 12 11 9.3 Inspection 12 11 9.4 Preparation of Financial Statements 12 11 ARTICLE X TAX MATTERS 13 12 10.1 Tax Returns and Elections 13 12 ARTICLE XI DISSOLUTION AND TERMINATION 13 12 11.1 Dissolution 13 12 11.2 Effect of Dissolution 13 12 11.3 Winding Up, Liquidating and Distribution of Assets 13 12 11.4 Certificate of Cancellation 14 13 ARTICLE XII MISCELLANEOUS 14 13 12.1 Notices 14 13 12.2 Application of Delaware Law 14 13 12.3 Headings 14 13 12.4 Waivers 14 13 12.5 Rights and Remedies Cumulative 14 12.6 Severability 15 14 12.7 Heirs, Successors and Assigns 15 14 12.8 Beneficiaries 15 12.9 Article 8 Opt-In 15 12.10 Assignments 15 AMENDED AND RESTATED 14 LIMITED LIABILITY COMPANY AGREEMENT OF MESCALERO PIPELINE, CARRIZO (PERMIAN) LLC This Amended and Restated Limited Liability Company Agreement (this “Agreement”) is dated as of January 31February 28, 20102013, by Mescalero PipelineCarrizo Oil & Gas, LLC, Inc. a Delaware limited liability companyTexas corporation.

Management by Board of Directors. 5 4 6.1 Establishment of Board 5 4 6.2 The Board: Delegation of Authority and Duties 5 4 6.3 Term of Office 6 5 6.4 Meetings of the Board and Committees 6 5 6.5 Voting 7 6 6.6 Responsibility and Authority of the Board 7 6 ARTICLE VII OFFICERS 7 7.1 Designation and Appointment 7 7.2 Resignation and Removal 8 7 7.3 Duties of Officers Generally 8 7 7.4 President 8 7 7.5 Chief Financial Officer 8 7.6 Vice President(s) 9 8 7.7 Secretary 9 8 Page ARTICLE VIII INDEMNIFICATION 9 8 8.1 Exculpation 9 8 8.2 Right to Indemnification 10 9 8.3 Determination of Eligibility 10 8.4 Advancement of Expenses 11 10 8.5 Indemnification of Employees and Agents 11 10 8.6 Appearance as a Witness 11 10 8.7 Right of Claimant to Bring Suit 11 10 8.8 Nonexclusivity of Rights 11 8.9 Insurance 12 11 8.10 Savings Clause 12 11 ARTICLE IX ACCOUNTING PERIOD, RECORDS AND REPORTS 12 11 9.1 Accounting Method 12 11 9.2 Accounting Period 12 11 9.3 Inspection 12 11 9.4 Preparation of Financial Statements 12 11 ARTICLE X TAX MATTERS 13 11 10.1 Tax Returns and Elections 13 11 ARTICLE XI DISSOLUTION AND TERMINATION 13 12 11.1 Dissolution 13 12 11.2 Effect of Dissolution 13 12 11.3 Winding Up, Liquidating and Distribution of Assets 13 12 11.4 Certificate of Cancellation 14 13 ARTICLE XII MISCELLANEOUS 14 13 12.1 Notices 14 13 12.2 Application of Delaware Law 14 13 12.3 Headings 14 13 12.4 Waivers 14 13 12.5 Rights and Remedies Cumulative 14 13 12.6 Severability 15 13 12.7 Heirs, Successors and Assigns 15 14 12.8 Beneficiaries 15 12.9 Article 8 Opt-In 15 12.10 Assignments 15 AMENDED AND RESTATED 14 LIMITED LIABILITY COMPANY AGREEMENT OF MESCALERO PIPELINE, CARRIZO (EAGLE FORD) LLC This Amended and Restated Limited Liability Company Agreement (this “Agreement”) is dated as of January 31June 29, 20102011, by Mescalero PipelineCarrizo Oil & Gas, LLCInc., a Delaware limited liability companyTexas corporation.

Management by Board of Directors. 5 4 6.1 Establishment of Board 5 4 6.2 The Board: Delegation of Authority and Duties 5 4 6.3 Term of Office 6 5 6.4 Meetings of the Board and Committees 6 Committees. 5 6.5 Voting 7 6 6.6 Responsibility and Authority of the Board 7 6 ARTICLE VII OFFICERS 7 7.1 Designation and Appointment 7 7.2 Resignation and Removal 8 7 7.3 Duties of Officers Generally 8 7 7.4 President 8 7 7.5 Chief Financial Officer 8 7.6 Vice President(s) 9 8 7.7 Secretary 9 8 ARTICLE VIII INDEMNIFICATION 9 8 8.1 Exculpation 9 8 8.2 Right to Indemnification 10 9 8.3 Determination of Eligibility 10 8.4 Advancement of Expenses 11 10 8.5 Indemnification of Employees and Agents 11 10 8.6 Appearance as a Witness 11 10 8.7 Right of Claimant to Bring Suit 11 10 8.8 Nonexclusivity of Rights 11 8.9 Insurance 12 11 8.10 Savings Clause 12 11 ARTICLE IX ACCOUNTING PERIOD, RECORDS AND REPORTS 12 11 9.1 Accounting Method 12 11 9.2 Accounting Period 12 11 9.3 Inspection 12 11 9.4 Preparation of Financial Statements 12 11 ARTICLE X TAX MATTERS 13 11 10.1 Tax Returns and Elections 13 11 ARTICLE XI DISSOLUTION AND TERMINATION 13 12 11.1 Dissolution 13 12 11.2 Effect of Dissolution 13 12 11.3 Winding Up, Liquidating and Distribution of Assets 13 12 11.4 Certificate of Cancellation 14 13 ARTICLE XII MISCELLANEOUS 14 13 12.1 Notices 14 13 12.2 Application of Delaware Law 14 13 12.3 Headings 14 13 12.4 Waivers 14 13 12.5 Rights and Remedies Cumulative 14 13 12.6 Severability 15 13 12.7 Heirs, Successors and Assigns 15 14 12.8 Beneficiaries 15 12.9 Article 8 Opt-In 15 12.10 Assignments 15 AMENDED AND RESTATED 14 LIMITED LIABILITY COMPANY AGREEMENT OF MESCALERO PIPELINE, CARRIZO (UTICA) LLC This Amended and Restated Limited Liability Company Agreement (this “Agreement”) is dated as of January 31August 23, 20102011, by Mescalero PipelineCarrizo Oil & Gas, LLC, Inc. a Delaware limited liability companyTexas corporation.

Management by Board of Directors. 5 4 6.1 Establishment of Board 5 4 6.2 The Board: Delegation of Authority and Duties 5 4 6.3 Term of Office 6 5 6.4 Meetings of the Board and Committees 6 5 6.5 Voting 7 6 6.6 Responsibility and Authority of the Board 7 ARTICLE VII OFFICERS 7 7.1 Designation and Appointment 7 7.2 Resignation and Removal 8 7 7.3 Duties of Officers Generally 8 7 7.4 President 8 7.5 Chief Financial Officer 8 7.6 Vice President(s) 9 8 7.7 Secretary 9 8 ARTICLE VIII INDEMNIFICATION 9 8.1 Exculpation 9 8.2 Right to Indemnification 10 9 8.3 Determination of Eligibility 10 8.4 Advancement of Expenses 11 10 8.5 Indemnification of Employees and Agents 11 10 8.6 Appearance as a Witness 11 10 8.7 Right of Claimant to Bring Suit 11 10 8.8 Nonexclusivity of Rights 11 8.9 Insurance 12 11 8.10 Savings Clause 12 11 ARTICLE IX ACCOUNTING PERIOD, RECORDS AND REPORTS 12 11 9.1 Accounting Method 12 11 9.2 Accounting Period 12 11 9.3 Inspection 12 9.4 Preparation of Financial Statements 12 ARTICLE X TAX MATTERS 13 12 10.1 Tax Returns and Elections 13 12 ARTICLE XI DISSOLUTION AND TERMINATION 13 12 11.1 Dissolution 13 12 11.2 Effect of Dissolution 13 12 11.3 Winding Up, Liquidating and Distribution of Assets 13 12 11.4 Certificate of Cancellation 14 13 ARTICLE XII MISCELLANEOUS 14 13 12.1 Notices 14 13 12.2 Application of Delaware Law 14 13 12.3 Headings 14 13 12.4 Waivers 14 12.5 Rights and Remedies Cumulative 14 12.6 Severability 15 14 12.7 Heirs, Successors and Assigns 15 14 12.8 Beneficiaries 15 14 12.9 Article 8 Opt-In 15 14 12.10 Assignments 15 14 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MESCALERO PIPELINEBANDELIER PIPELINE HOLDING, LLC This Amended and Restated Limited Liability Company Agreement (this “Agreement”) is dated as of January 31, 2010, by Mescalero PipelineBandelier Pipeline Holding, LLC, a Delaware limited liability company.