Marketing Management Agreement between Robinson's Bend Marketing II, LLC and Torch Energy TM, Inc. dated June 13, 2005

Exhibit 10.6

June 13, 2005

Robinson’s Bend Marketing II, LLC

111 Market Place, Suite 500

Baltimore, MD 21202

Ladies and Gentlemen:

THIS AGREEMENT (the “Agreement”) IS MADE AND ENTERED INTO by and between Torch Energy TM, Inc., herein referred to as “TETM” and Robinson’s Bend Marketing II, LLC, herein referred to as “RB Marketing.”

WHEREAS, RB Marketing desires to designate TETM as its manager for the provision of natural gas marketing services as set forth herein and TETM desires to serve in such capacity;

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, TETM and RB Marketing do hereby agree as follows:

1. Term. The initial term of this Agreement shall commence on June 13, 2005 (the “Effective Date”) and shall continue for a term expiring on June 30, 2007 (the “Term”). At any time during the Term hereof, RB Marketing shall have the option, but not the obligation, to terminate this Agreement for convenience. RB Marketing shall exercise its termination for convenience option by delivering written notice of termination identifying the termination date (which shall be at least thirty (30) days after the delivery of such notice). If such termination occurs prior to June 30, 2007, TETM shall be paid a termination fee equal to $720,000 less an amount equal to $30,000 multiplied by the number of months this Agreement will have been effective prior to the termination date, pro rated for any partial months.

2. Services. During the Term of this Agreement, TETM shall be RB Marketing’s manager and provide to RB Marketing the services described in Schedule A attached hereto (the “Services”) with respect to the Oil and Gas Properties (as such term is defined in that certain Asset Purchase and Sale Agreement effective as of May 1, 2005 by and among Everlast Energy LLC, RB Marketing Company LLC, Robinson’s Bend Operating Company, LLC and CBM Equity IV, LLC (P&S Agreement”)), such Oil and Gas Properties being additionally identified on Schedule C attached hereto. The rights, duties and obligations of TETM as RB Marketing’s

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manager shall be controlled by this Agreement, the schedules hereto, and any applicable amendments hereto or thereto.

3. Charges for the Services. TETM shall be compensated for the Services as set forth in Schedule B attached hereto.

4. Indemnification. RB Marketing hereby covenants and agrees to and does hereby indemnify, defend, protect, save and hold harmless the Indemnitee (as such term is hereinafter defined) from and against any and all Claims (as such term is hereinafter defined) asserted against the Indemnitee arising out of this Agreement or on account of the Services, including without limitation, any negligent acts or negligent omissions of the Indemnitee, or other alleged or adjudicated wrongful act or omission, default or breach of whatever kind or nature, whatsoever arising; provided, however, that RB Marketing shall have no obligation under this Section 4 if such Claims arise due to the gross negligence or willful misconduct of TETM or its representatives in the performance of the Services. As used herein, the term “Indemnitee” shall mean TETM, any affiliate of TETM, and any officer, director, employee, agent, attorney, joint venturer, partner (limited or general), servant, representative, trustee, successor, assign or shareholder of TETM. As used herein, the term “Claims” shall mean allegations, actions, claims, liabilities, demands, debts, actions, causes of action, suits, dues, reckonings, controversies, promises, rights of indemnity and contribution, and all attorneys’ fees and costs of court related to or incurred in connection therewith, of any kind or character whatsoever, known or unknown, suspected or unsuspected, in contract or in tort or otherwise, at law or in equity, whether heretofore or hereafter existing or accruing. The provisions of this Section 4 shall survive any termination of this Agreement. NO PARTY SHALL BE LIABLE FOR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST REVENUE AND/OR PROFITS) OR ANY EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTIONS, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5. Relationships. TETM, in furnishing services to RB Marketing hereunder, is providing such services only as an independent contractor. This Agreement does not create, and shall not be construed to create, any employer-employee, joint venture or partnership relationship between the parties hereto or their respective affiliates, and no party hereto, or their respective affiliates, shall at any time be deemed to be an employee, servant, agent or contractor of the other party or its affiliates for any purpose whatsoever.

6. Governing Law. THIS AGREEMENT, AND ALL QUESTIONS RELATING TO ITS VALIDITY, INTERPRETATION, PERFORMANCE AND ENFORCEMENT (INCLUDING, WITHOUT LIMITATION, PROVISIONS CONCERNING LIMITATIONS OF

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ACTION), SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS NOTWITHSTANDING ANY CONFLICT-OF-LAWS DOCTRINES OF SUCH STATE OR OTHER JURISDICTION TO THE CONTRARY. ANY PROCEEDINGS ARISING OUT OF AND/OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED BY A JUDGE TRIAL WITHOUT A JURY AND THE RIGHT TO A JURY TRIAL IS WAIVED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

7. Force Majeure.

(a) Subject to clause (b) below, neither party shall be liable for any failure or delay in the performance of its obligations, other than payment obligations, under this Agreement to the extent such failure or delay is caused, directly or indirectly, without fault by such party, by any cause beyond the reasonable control of such party (“Force Majeure Event”). Force Majeure Events shall include, but not be limited to, disruptions caused by third party failures of public utilities, building facilities, communications facilities or public safety functions.

(b) Upon the occurrence of a Force Majeure Event, the non-performing party shall be excused from any further performance or observance of the affected obligation(s) for as long as such circumstances prevail and so long as such party continues to attempt to recommence performance or observance whenever and to whatever extent possible without delay. Any party so delayed in its performance will immediately notify the other by telephone or by the most timely means otherwise available (to be confirmed in writing within two (2) business days of the inception of such delay) and describe in reasonable detail the circumstance causing such delay.

8. Entire Agreement. This Agreement, together with the attached schedules hereto and any other writings referred to herein or delivered pursuant hereto, constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

9. Amendments and Waivers. Any changes, modifications or amendments of this Agreement shall be in writing and signed by each of the parties hereto. No waiver by a party of its rights or of any default by the other party under this Agreement shall operate or be construed as a continuing waiver of such rights or a waiver of any future default, whether of a like or different character.

10. Severability. If any provision of this Agreement is held to be unenforceable, this Agreement shall be considered divisible and such provision shall be deemed inoperative to the extent it is deemed unenforceable, and in all other respects, this Agreement shall remain in full force and effect.

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11. Assignment. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, provided that this Agreement shall not be transferred or assigned, by operation of law or otherwise, by either party without the other party’s prior written consent, which consent shall not be unreasonably withheld.

12. Notices. Any notice, request, demand or other communication required or permitted to be made under this Agreement shall be in writing and shall be delivered personally or shall be sent by facsimile transmission. Any such notice, request, demand or other communication shall be deemed given when so delivered personally or sent by facsimile transmission (and confirmed to have been received) to the address set forth below (or to any other address subsequently furnished in writing by either party, in accordance with this Section 12). Such notice, request, demand or other communication will be deemed to have been given as of the date so delivered personally or sent by facsimile.

13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute collectively, one instrument.

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[SIGNATURE PAGE TO MARKETING AUTHORIZATION LETTER]

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[SIGNATURE PAGE TO MARKETING AUTHORIZATION LETTER]

SCHEDULE A

TETM shall provide natural gas marketing services for RB Marketing to purchasers approved by RB Marketing as described below:

TETM shall provide administrative services for RB Marketing as described below:

TETM shall provide reporting and pricing services for RB Marketing as described below:

TETM shall attend management, bankers and other special meetings at RB Marketing’s reasonable request.

SCHEDULE B

CHARGES

NATURAL GAS MARKETING SERVICES AGREEMENT

A. Base Charge. RB Marketing shall pay to TETM a Base Charge of $30,000.00 per calendar month, commencing with payment for the month of July 2005 and continuing each calendar month thereafter for the Term of this Agreement.

B. Variable Charge. In addition to the Base Charge, RB Marketing shall pay to TETM a Variable Charge each calendar month, commencing with payment for the month of July 2005 and continuing each calendar month thereafter for the Term of this Agreement. The Variable Charge shall be calculated according to the following formula:

50% x A x (B - C), where

A = Volume of Applicable Gas (MMBTu),

B = Weighted Average Price Received ($/MMBTu),

C = Monthly Index Price ($/MMBTu)

For the purpose of the calculation of the Variable Charge, the Monthly Index Price for the applicable month shall be the Index Price per MMBTu for “Prices of Spot Gas Delivered to Pipelines (per MMBTu dry): Southern Natural Gas Co.: Louisiana: Index” as published in the first issue during such month of Inside FERC’s Gas Market Report.

For the purpose of the calculation of the Variable Charge, the Weighted Average Price Received for the applicable month shall be equal to the revenue received, net of transportation costs, from approved third-party purchasers for the Applicable Gas for such month divided by the total volume of Applicable Gas sold in such month, rounded to the nearest hundredth of a cent. The term “Applicable Gas” as used herein shall mean only gas sold from RB Marketing’s working interests in the Oil and Gas Properties.

If in any month, the Monthly Index Price is greater than or equal to the Weighted Average Price Received, the Variable Charge for such month shall be $0.

C. Expenses. All entertainment expenses incurred by TETM personnel in providing the normal and routine business of marketing gas production shall be borne by TETM. All other out-of-pocket expenses incurred at RB Marketing’s request will be reimbursed by RB Marketing.

D. Payment. Following the end of each calendar month, TETM shall deliver to RB Marketing a monthly invoice for the preceding month, to the address specified in Section 12 of the Agreement, for the Base Charge and the Variable Charge as shown in reasonable detail. RB Marketing shall remit the amount due by wire transfer in immediately available funds within thirty (30) business days after the date the invoice is delivered to RB Marketing, provided that if the payment date is not a business day, payment is due on the next business day following such date. In the event any payments are due to RB Marketing hereby, payment to RB Marketing shall be made in accordance with this section.

SCHEDULE C

DESCRIPTION OF OIL AND GAS PROPERTIES

PART 1

ALL RIGHT, TITLE, ESTATE, CLAIM AND INTEREST OF ROBINSON’S BEND PRODUCTION II, LLC (“RBPII”) IN AND TO THE FOLLOWING “OIL AND GAS PROPERTIES” SITUATED IN THE ROBINSON’S BEND COAL DEGASIFICATION FIELD, TUSCALOOSA COUNTY, ALABAMA, INCLUDING, BUT NOT LIMITED TO, ALL RIGHT, TITLE, ESTATE, CLAIM AND INTEREST OF RBPII IN AND TO ALL OF THE “LEASES” AND THE “LANDS” DESCRIBED IN OR BY THE FOLLOWING INSTRUMENTS:

SCHEDULE C

DESCRIPTION OF OIL AND GAS PROPERTIES

PART 2

ALL RIGHT, TITLE, ESTATE, CLAIM AND INTEREST OF ROBINSON’S BEND PRODUCTION II, LLC (“RBPII”) IN AND TO THE FOLLOWING “OIL AND GAS PROPERTIES” SITUATED IN THE ROBINSON’S BEND COAL DEGASIFICATION FIELD, TUSCALOOSA COUNTY, ALABAMA, INCLUDING, BUT NOT LIMITED TO, ALL RIGHT, TITLE, ESTATE, CLAIM AND INTEREST OF RBPII IN AND TO ALL OF THE “LEASES” AND THE “LANDS” DESCRIBED IN OR BY THE FOLLOWING INSTRUMENTS:

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