                                                                                                 ACCEPTED
                                                                                             05-18-00647-CV
05-18-00647-cv                              Part 1 of 5
                                                                                   FIFTH COURT OF APPEALS
                                                                                            DALLAS, TEXAS
                                                                                            6/4/2018 2:25 PM
                                                                                                  LISA MATZ
                                                                                                      CLERK

                                        No. 05-18-00647-CV
                                      In the Court of Appeals
                                                                             FILED IN
                                  Fifth District of Texas at Dallas   5th COURT OF APPEALS
                                                                          DALLAS, TEXAS
                                                                      6/4/2018 2:25:47 PM
                                                                            LISA MATZ
                                                                              Clerk

                                       In re JOHN CALCE
                                             Relator




  RECORD FOR PETITION FOR WRIT OF MANDAMUS



         Relator John Calce submits this record of trial court proceedings

in support of his petition for writ of mandamus.

                                      Index of Documents

 #      Date               Description                                         Record
                                                                               Pages
 1      6/26/16            Plaintiff’s Original Petition                        001-023
 2      7/31/17            John Calce’s Original Counterclaim Against           024-172
                           Centurion Logistics LLC and Centurion
                           Pecos Terminal LLC
 3      11/22/17 John Calce’s First Amended Counterclaim                        173-321
                 Against Centurion Logistics LLC and
                 Centurion Pecos Terminal LLC
 4      11/22/17 John Calce’s Amended Motion for Partial                        322-393
                 Summary Judgment Regarding
                 Counterclaim Against Centurion Logistics
                 LLC



10000280.1/SP/38371/0105/060118
 5      11/27/17 John Calce’s Supplemental Evidence in                    394-405
                 Support of Calce’s Amended Motion for
                 Partial Summary Judgment Regarding
                 Counterclaim Against Centurion Logistics
                 LLC
 6      12/8/17            Plaintiff’s Response to John Calce’s Amended   406-858
                           Motion for Partial Summary Judgment
                           Regarding Counterclaim Against Centurion
                           Logistics LLC
 7      12/12/17 John Calce’s Reply Brief in Support of                   859-865
                 Amended Motion for Partial Summary
                 Judgment Regarding Counterclaim Against
                 Centurion Logistics LLC
 8      12/15/17 Notice of Trial Setting                                     866
 9      5/2/18             Plaintiffs’ Second Amended Petition            867-903
 10 5/21/18                Order Denying John Calce’s Amended             904-905
                           Motion for Partial Summary Judgment
                           Regarding Counterclaim Againt Centurion
                           Logistics LLC




10000280.1/SP/38371/0105/060118
                                  Declaration of Chase J. Potter

STATE OF TEXAS                                §
COUNTY OF DALLAS                              §

     My name is Chase J. Potter. My date of birth is May 12, 1986. My
address is 901 Main Street, Suite 6000, Dallas, Texas 75202. I hereby
declare under penalty of perjury as follows:

      1.   I am over eighteen years of age and am fully competent to
make this declaration. I am an attorney licensed by the Supreme Court
of Texas and am counsel for Relator John Calce in this case.

     2.   The factual statements contained within this instrument are
within my personal knowledge and are true and correct.

      3.    The copies of pleadings, motions, and other documents
included in this Record for Petition for Writ of Mandamus are true and
correct copies of these documents as filed in the trial court.

         Executed in Dallas County, Texas, on June 4, 2018.


                                                   /s/ Chase J. Potter
                                                   Chase J. Potter, Declarant




10000280.1/SP/38371/0105/060118
                                                                                                               FILED
                                                                                                   DALLAS COUNTY
 7 CT-ATTY                                                                                     6/27/2016 11:01:53 AM
                                                                                                      FELICIA PITRE
                                                                                                    DISTRICT CLERK


                                           DC-16-07706                                        Freeney Anita
                                CAUSE NO. -

CENTURION LOGISTICS LLC,                     §               IN THE DISTRICT COURT OF
individually and derivatively on behalf of   §
CENTURION PECOS TERMINAL LLC,                §
a Texas Limited Liability Company,           §               DALLAS COUNTY, TEXAS
                                             §
                          Plaintiffs         §
                                             §
vs.                                          §
                                             §
JAMES BALLENGEE, BALLENGEE                   §
INTERESTS, LLC, JOHN CALCE,                  §
STAMPEDE TX ENERGY, LLC,                     §
CENTURION MIDSTREAM GROUP, LLC,              §
CENTURION TERMINALS, LLC                     §
                                             §
                          Defendants,        §           B-44TH
                                             §                      JUDICIAL DISTRICT
and CENTURION PECOS TERMINAL                 §
LLC, a Texas Limited Liability Company       §
                                             §
                          Nominal Defendant. §

                              PLAINTIFF’S ORIGINAL PETITION


           Plaintiff Centurion Logistics LLC (“Centurion Logistics”) files this Original Petition

individually and derivatively on behalf of Centurion Pecos Terminals LLC (“Centurion Pecos”)

against James Ballengee (“Ballengee”), Ballengee Interests, LLC (“Ballengee Interests”), John

Calce (“Calce”), Stampede TX Energy, LLC (“Stampede”), Centurion Midstream Group, LLC

(“Centurion Midstream”), and Centurion Terminals, LLC (“Centurion Terminals”), bringing

claims directly and derivatively on behalf of Centurion Pecos LLC for: breach of fiduciary duty,

aiding and abetting breaches of fiduciary duty, money had and received (unjust enrichment),

fraudulent concealment, aiding and abetting fraudulent concealment, and declaratory judgment.

Accordingly, Plaintiff would respectfully show the Court as follows:




PLAINTIFF’S ORIGINAL PETITION                                                         Page 1 of 23
307338_1

                                                                                                     MR.001
                                                   I.

                                 DISCOVERY CONTROL PLAN

           1.   Pursuant to Texas Rules of Civil Procedure 190.1-190.6, Plaintiff hereby

 designates that discovery will be conducted under Level 3. Pursuant to Rule 47 of the Texas

 Rules of Civil Procedure, at this time, Plaintiffs seek monetary relief, exclusively in the form of

 interest, costs, and attorneys’ incurred or to be incurred in excess of $1,000,000.

                                                   II.

                                              PARTIES

           2.   Plaintiff Centurion Logistics is a Texas limited liability company, with its

principal office in Dallas, Texas. Centurion Logistics is a member and manager of Centurion

Pecos.      The members of Centurion Logistics are: Marc Marrocco (“Marrocco”), Antonio

Albanese (“Albanese”), and TXC Energy LLC, an affiliate of Calce.

           3.   Nominal Defendant Centurion Pecos is a Texas limited liability company, with its

principal office in Dallas, Texas. The current member and manager of Centurion Pecos is

Centurion Logistics. Stampede was a member and manager of Centurion Pecos until June 13,

2016. Centurion Pecos may be served through service on its registered agent, John Calce, at

15851 Dallas North Parkway, Suite 650, Addison, TX 75001.

           4.   Defendant Ballengee is an individual residing in Dallas County, Texas. He may

be personally served at 3838 Oak Lawn Avenue, Suite 1150, Dallas, Texas 75219 or wherever he

may be found. Ballengee is a member and manager of Defendant Ballengee Interests.

           5.   Defendant Ballengee Interests is a Louisiana limited liability company. Ballengee

is a managing member of Ballengee Interests. Ballengee Interests may be served by serving its




PLAINTIFF’S ORIGINAL PETITION                                                           Page 2 of 23
307338_1

                                                                                                       MR.002
Texas registered agent, National Registered Agents, Inc., at 1999 Bryan St., Suite 900, Dallas,

Texas 75201.

           6.     Defendant Calce is an individual residing at 5601 Preakness Lane, Plano, TX

75093. He may be served at this residence or wherever he may be found. .

           7.     Defendant Stampede is a Texas limited liability company, with its principal place

of business in Dallas, Texas. Stampede was a manager and member of Centurion Pecos, but was

removed as a manager and member on June 13, 2016. Stampede may be served, by serving its

registered agent, Blumberg Excelsior Corporate Services, Inc., at 814 San Jacinto Boulevard,

Suite 303, Austin, TX 78701.

           8.     Defendant Centurion Midstream is a Texas limited liability company, formed on

October 20, 2015, with its principal place of business in Dallas County, Texas. Calce is the

manager of Centurion Midstream. Centurion Midstream may be served, by serving its registered

agent, John Calce, at 15851 Dallas North Parkway, Suite 650, Addison, TX 75001.

           9.     Defendant Centurion Terminals is a Texas limited liability company, with a

principal place of business in Dallas County, Texas. By information and belief, Centurion

Terminals is an entity controlled by Defendant Calce. The manager of Centurion Terminals is

58C, LLC, a Texas limited liability company, whose manager is LV III, LLC, whose manager is

Calce. 1 Centurion Terminals may be served, by serving its registered agent, John Calce, at

15851 Dallas North Parkway, Suite 650, Addison, TX 75001.




1
 The repeated use of the number 58 in these entities is evidence that they are the creation of Calce: Calce is very
proud of having lettered as an offensive lineman on a Football Championship Subdivision team, where his jersey
number was 58.

PLAINTIFF’S ORIGINAL PETITION                                                                           Page 3 of 23
307338_1

                                                                                                                       MR.003
                                                III.

                                 JURISDICTION AND VENUE

           10.   This Court has jurisdiction over this case because the amount in controversy is in

excess of the Court’s minimum jurisdictional limits. Moreover, Defendants have engaged in

sufficient conduct in the State of Texas to confer jurisdiction over them.         The Court has

jurisdiction over the subject matter of the action because a substantial portion of the events

giving rise to Plaintiffs’ claims occurred in Dallas County, Texas.

           11.   Venue is proper in Dallas County, Texas, pursuant to Texas Civil Practice and

Remedies Code Sections 15.002-15.007, because it is the county where all or a substantial part of

the events or omissions giving rise to the claims occurred as detailed in the following paragraphs.

                                                 IV.

                                     BACKGROUND FACTS

A.         Creation of Centurion Logistics and Centurion Pecos

           12.   Several years ago, Marrocco and Albanese were looking for ways to use their

expertise in real estate to invest in projects related to the booming oil and gas industry. During

their investigations, Marrocco became better acquainted with Calce, who worked in the oil and

gas industry, and whom Albanese happened to know from outside his business dealings. After

some investigation, Marrocco, Albanese and Calce decided to pursue a project to purchase real

estate and to develop a railway terminal for the shipping of crude oil. In order to pursue that

project, Marrocco, Albanese and Calce formed Centurion Logistics on September 16, 2013.

Centurion Logistics is manager-managed and its managers are Marrocco, Albanese and Calce.

Under the company agreement of Centurion Logistics, a majority of the managers are required to

take any action.



PLAINTIFF’S ORIGINAL PETITION                                                          Page 4 of 23
307338_1

                                                                                                      MR.004
           13    Calce concluded that the geology in the area surrounding Pecos, Texas made it

likely that there would be significant demand for a crude shipping terminal there. Albanese used

his connections to obtain the interest of a possible anchor tenant who might want to ship

hydraulic-fracturing sand through a terminal in that area, as a way to build Centurion Logistics’

credibility with oil companies and the railroad. Marrocco identified, and placed under contract,

an approximately 177-acre parcel in Reeves County, Texas (the “First Parcel”) to use for the

terminal, and obtained a contract for Centurion Logistics to purchase it.

           14.   In order to obtain funds to purchase the First Parcel, Calce, Marrocco and

Albanese discussed bringing an equity partner into the Pecos project to contribute cash. Calce

offered two potential investors from the oil and gas industry with whom he was acquainted.

Because Marrocco had already begun to hear rumors that Calce had a reputation for self-dealing,

Marrocco proposed that Centurion Logistics work with the investor to whom he believed Calce

had fewer ties, namely Ballengee. Additionally, Ballengee’s company was already trucking

crude oil in the vicinity. Centurion Logistics and a predecessor of Stampede (which was an

ostensibly unrelated entity Ballengee used as a conduit for his investment, in order to conceal

any activities that might appear to compete with his current business) formed Centurion Pecos,

on September 11, 2014, and Centurion Logistics assigned to Centurion Pecos the contract to

purchase the First Parcel.

           15.   Ballengee agreed to contribute cash to Centurion Pecos, in order to purchase the

First Parcel without any liens or encumbrances. Shortly before the closing of the sale of the First

Parcel, however, Ballengee announced to Centurion Logistics that he would not simply

contribute cash, as he had represented, but would require that Centurion Pecos grant a deed of

trust to Texas Capital Bank (“TCB”), to secure payment of the loan that Ballengee would use to



PLAINTIFF’S ORIGINAL PETITION                                                          Page 5 of 23
307338_1

                                                                                                      MR.005
fund his contribution. Because Centurion Logistics had no other way to fund the purchase of the

First Parcel before the required closing date, and because the seller was already threatening to

sell to another purchaser, Centurion Logistics had no choice but to grant the deed of trust

Ballengee demanded, and the proceeds of the loan by TCB to Ballengee Interests were

contributed by Ballengee, through Stampede’s predecessor, and used to purchase the First Parcel

on September 19, 2014.

           16.   Centurion Logistics has since learned that Ballengee’s purpose in having

Centurion Pecos grant a deed of trust to TCB, was to create a mechanism by which Ballengee

could cause the property to be removed from Centurion Pecos through foreclosure; Ballengee

had more than adequate cash to fund the purchase of the First Parcel without taking a loan from

TCB.

           17.   Centurion Logistics determined that the terminal project could be expanded by

acquiring an approximately 300-acre parcel adjacent to the First Parcel (the “Second Parcel”).

Marrocco obtained a contract for an entity he controlled, in order to purchase the Second Parcel.

Marrocco was increasingly concerned about Calce’s reputation for underhandedness, and, as a

condition to assigning the purchase agreement to Centurion Pecos, insisted that Centurion

Logistics and Stampede amend and restate the company agreement of Centurion Pecos, in order

to remove Calce as the sole manager of Centurion Pecos, as of November, 2014.

           18.   Under the amended and restated company agreement of Centurion Pecos,

Centurion Logistics and Stampede were the members and managers of Centurion Pecos.

Centurion Pecos is manager-managed, and, under the amended and restated company agreement,

any action requires the consent of all managers.




PLAINTIFF’S ORIGINAL PETITION                                                        Page 6 of 23
307338_1

                                                                                                    MR.006
           19.   Again, at the closing of the Second Parcel, Ballengee insisted that Centurion

Pecos grant a deed of trust to the Second Parcel to TCB to secure a loan to Ballengee, rather than

fulfilling his representation to make a contribution of cash to purchase the Second Parcel without

liens or encumbrances. Again, Ballengee’s purpose, in causing Centurion Pecos to grant a deed

of trust, was to create a mechanism to remove the Second Parcel from Centurion Pecos. The

purchase of the Second Parcel closed on August 21, 2015. The First Parcel and the Second Parcel

are collectively referred to as the “Reeves County Property”.

           20.   Again, Ballengee did not provide the funds for the Second Parcel directly to

Centurion Pecos. Rather, he funneled the funds through Stampede because his participation in

the Centurion Pecos venture was circumscribed by a non-compete agreement related to one of

his previous businesses.

           21.   Both deeds of trust, granted at the closings of the Reeves County Property,

contain a cross-collateralization clause pledging the Reeves County Property as collateral for all

obligations of Ballengee Interests to TCB, even obligations not involving Centurion Pecos.

Purportedly, Calce signed both deeds of trust in his capacity as manager of Centurion Pecos,

although he was not a manager of Centurion Pecos at the time he signed the deed of trust to the

Second Parcel, and had no other authority to sign the second deed of trust for Centurion Pecos.

B.         Defendants’ Fraudulent Scheme Unfolds

           22.   In late 2015, Calce began communicating to Marrocco that Calce and Ballengee

wanted to bring other participants into the project, and wanted Marrocco and Albanese to take a

more passive role and a reduced share of the profits. In particular, Calce expressed a desire to

force Albanese out as a manager of Centurion Logistics, and to require Albanese to sell his

membership interest in Centurion Logistics for less than its fair value. Calce threatened that if



PLAINTIFF’S ORIGINAL PETITION                                                         Page 7 of 23
307338_1

                                                                                                     MR.007
Marrocco did not cooperate in removing Albanese from Centurion Logistics, Calce and

Ballengee would conspire to exclude Marrocco from participation in the terminal project, as

well; namely by removing the Reeves County Property from Centurion Pecos through

foreclosure. Marrocco refused to participate in removing Albanese from Centurion Logistics.

Calce and Ballengee subsequently asked for a meeting with Marrocco to negotiate a fair price for

Marrocco’s interest in Centurion Logistics, but the proposal proved to be a ruse to trick

Marrocco into attending an uncalled meeting of the managers of Centurion Pecos to approve an

“assignment and assumption agreement” with Ballengee Interests. Marrocco refused to attend

the meeting.

           23.   The actions of Ballengee and Calce demonstrate a scheme to move the Reeves

County Property out of Centurion Pecos and into an entity in which Marrocco and Albanese have

no interest, in order to deprive Marrocco and Albanese of their interests in the terminal project.

In addition to his affiliation with Centurion Logistics, Calce is President of Centurion

Midstream, an entity unrelated to either Centurion Logistics or Centurion Pecos. Centurion

Midstream, or another entity affiliated with Calce, has attempted to negotiate directly with Union

Pacific Railroad (“Union Pacific”) for the establishment of rail service to the Reeves County

Property, initially holding itself out as owning or representing the owner of the property and,

after Centurion Logistics notified Union Pacific that Centurion Midstream had no affiliation with

Centurion Pecos, by telling Union Pacific that Marrocco and Centurion Logistics were no longer

involved in the project, and that Centurion Midstream would own the Reeves County Property

“within a few weeks.”      On its website, Centurion Midstream claims to own the property

purchased by Centurion Pecos and purports to be creating a terminal at Pecos, Texas. Calce, as

President of Centurion Midstream, receives a salary and other benefits.



PLAINTIFF’S ORIGINAL PETITION                                                         Page 8 of 23
307338_1

                                                                                                     MR.008
           24.   In furtherance of this scheme, Calce, Ballengee and/or Stampede have, in addition

to the deeds of trust executed at the closings of the Reeves County Property, created a number of

unauthorized and/or fraudulent documents purporting to pledge the Reeves County Property or

create obligations of Centurion Pecos. These unauthorized transactions and documents were not

only concealed from Plaintiff, but, on information and belief have been created recently and

backdated.

           25.   In a transaction unrelated to the purchase of the Reeves County Property,

Ballengee Interests granted a promissory note to TCB dated January 6, 2015 for a line of credit

in the amount of $750,000. In order to secure the note, Calce executed a deed of trust to the First

Parcel, purportedly on behalf of Centurion Pecos as its manager. The January 6, 2015 deed of

trust also contained a cross-collateralization clause pledging the First Parcel as collateral for all

obligations of Ballengee Interests to TCB, even obligations not involving Centurion Pecos.

Calce was not a manager of Centurion Pecos in January, 2015, and had no other authority to sign

the January 6, 2015 deed of trust. The proceeds of the line of credit were not used for any

purpose related to the business of Centurion Pecos. Upon information and belief, they were

largely used to fund a different terminal project in Brownsville, Texas, owned by Calce.

Centurion Logistics was unaware of the January 6, 2015 deed of trust, and only discovered it

during a record search of Reeves County conducted in May 2016.

           26.   In October, 2015, around the time Calce began expressing a desire to remove

Albanese from Centurion Logistics, and shortly after Centurion Midstream was formed,

Ballengee Interests extended the term of the note to TCB, and filed an extension of the deed of

trust on the First Parcel to secure the note. Again, that extension was signed by Calce, as

manager of Centurion Pecos, although he was not a manager of Centurion Pecos at the time, and



PLAINTIFF’S ORIGINAL PETITION                                                            Page 9 of 23
307338_1

                                                                                                        MR.009
had no other authority to act on behalf of Centurion Pecos. Centurion Logistics and Centurion

Pecos were not aware of the extension of the deed of trust on the First Parcel, and only

discovered it during a record search of Reeves County conducted in May 2016. Ballengee’s and

Calce’s purpose in extending the deed of trust was to preserve the Ballengee Interests note as a

means to remove the First Parcel from Centurion Pecos.

           27.   In April 2016, without authority to act for Centurion Pecos, Stampede and Calce

created documents that purported to obligate Centurion Pecos to assume Ballengee Interests’

obligations under the notes from Ballengee Interests to TCB used to obtain the funds contributed

to purchase the Reeves County Property, and to grant Ballengee Interests a deed of trust to

secure the assumption. Centurion Pecos was unaware of these documents or the purported

unauthorized assumption until it received a “notice of default” dated April 28, 2016 from

Ballengee Interests for its purported failure to make interest payments under the assumption

agreement. Neither Centurion Pecos nor Centurion Logistics has ever been provided with copies

of the purported assumption agreement and deed of trust.

           28.   In addition, Calce created a note, dated on or about November 15, 2015,

purporting to obligate Centurion Pecos to make payments to Centurion Terminals, another entity

controlled by Calce. Centurion Pecos first learned of this note in a demand letter dated May 27,

2016. No note of this description was ever authorized by Centurion Pecos, and neither Centurion

Logistics nor Centurion Pecos has ever seen this purported note.

           29.   Ballengee Interests and Calce also created fraudulent notes by Centurion Pecos to

Ballengee Interests, dated September 16, 2014 and August 17, 2015. Centurion Pecos first

learned of these notes in demand letters dated May 25, 2016. Neither Centurion Logistics nor

Centurion Pecos has ever seen these purported notes.



PLAINTIFF’S ORIGINAL PETITION                                                        Page 10 of 23
307338_1

                                                                                                     MR.010
           30.   In furtherance of their scheme, Defendants are now threatening to use the

unauthorized and fraudulent documents to foreclose on the Reeves County Property. Centurion

Pecos has received letters from Ballengee Interests and Centurion Terminals demanding payment

of purported obligations that Centurion Pecos never, in fact, agreed to assume.

C.         Stampede’s Violations of the Company Agreement

           31.   Section 10 of the First Amended and Restated Company Agreement of Centurion

Pecos Terminal LLC (“Company Agreement”) sets forth the conditions under which a member

may transfer its membership interest. Section 10.4 states that a transfer shall not be permitted

unless:

                 [t]he transferor and transferee have delivered to the Company any
                 documents that the Board of Managers request to confirm that the
                 transfer satisfies the requirements of this Agreement to give effect
                 to the transfer, and to confirm the transferee’s agreement to be
                 bound by this Agreement as Assignee.

           32.   Pursuant to Section 10.1(a) of the Company Agreement, “transfer” includes “a

transfer by merger or other business combination.” Stampede’s predecessor, Stampede Energy,

LLC, a Louisiana limited liability company (“Stampede Louisiana”) was a member of Centurion

Pecos at the time that the Company Agreement was adopted. On January 20, 2016, Stampede

Louisiana was converted to Stampede. Stampede then engaged in mergers with Stampede

Energy, LLC, a Delaware limited liability company on March 2, 2016, and with Centurion

Brownsville Terminal, LLC, a Texas limited liability company, on February 4, 2016.

           33.   On April 30, 2016 and again on May 4, 2016, Centurion Logistics expressly

requested that Stampede and Centurion Brownsville Terminal, LLC provide the information

required by Section 10.4 of the Company Agreement. Stampede and Centurion Brownsville

Terminal, LLC failed and refused to provide the information required by the Company

Agreement.

PLAINTIFF’S ORIGINAL PETITION                                                           Page 11 of 23
307338_1

                                                                                                        MR.011
D.         Centurion Pecos Votes to Expel Stampede as Member and Manager

           34.   In order to address Stampede’s violations of the Company Agreement, Centurion

Logistics, on behalf of Centurion Pecos, on May 31, 2016, called a meeting of managers and

members of Centurion Pecos, which was held on June 13, 2016. At the meeting, Centurion

Logistics moved to remove Stampede as a member of Centurion Pecos based on Stampede’s

prohibited transfer of its membership interest. Because the motion involved removing Stampede

as a member, Stampede was an interested manager and not eligible to vote. Centurion Logistics,

the only manager eligible to vote on the motion, voted to remove Stampede as a member.

           35.   Subsequently, a meeting of the members of Centurion Pecos met to determine

whether Stampede should be removed as a manager because it had transferred its membership

interest in a prohibited transfer and engaged in other wrongful conduct that materially affected

the business of Centurion Pecos and its members, and had also engaged in conduct that had made

it not reasonably practicable to carry on the company business with Stampede. Centurion

Logistics, the only remaining member, voted to remove Stampede as a manager of Centurion

Pecos.

                                                  V.

                                      CAUSES OF ACTION

A.         First Cause of Action: Breach of Fiduciary Duty as to Calce

           36.   Plaintiff hereby restates and incorporates by reference the allegations contained in

the foregoing paragraphs as if fully set forth herein.




PLAINTIFF’S ORIGINAL PETITION                                                           Page 12 of 23
307338_1

                                                                                                        MR.012
           37.   As a manager of Centurion Logistics, Calce had a duty of loyalty to the company.

The duty of loyalty requires Calce to act in good faith and not allow personal interests to take

precedence over the interests of Centurion Logistics.

           38.   Calce also had a duty to disclose all important information concerning any

transaction, including any matters that might influence them to act in a manner prejudicial to

Centurion Logistics.

           39.   In violation of his fiduciary duties, Calce colluded with Stampede, Ballengee and

Ballengee Interests to engage in a series of fraudulent transactions which were contrary to the

interests of Centurion Pecos and Centurion Logistics. This pattern of misconduct is intended to

further Defendants’ plan, namely, to remove the Reeves County Property from Centurion Pecos

for use in their competing development, and to deprive Centurion Logistics of its share of any

profits from the terminal project. The entire scheme is an egregious breach of Calce’s duty of

loyalty and full disclosure.

           40.   By secretly encumbering Centurion Pecos’ assets, Calce has damaged the ability

of Centurion Logistics to conduct business and impaired the value of those assets.

           41.   Calce’s breaches of fiduciary duty proximately caused Centurion Logistics to

suffered damage and Calce has obtained benefits, which Calce should be required to forfeit. The

benefits Calce should be required to forfeit also include any remuneration he has received from

Centurion Midstream.

           42.   Calce’s breaches of fiduciary duty were intentional and, accordingly, Centurion

Logistics seeks, and should recover, exemplary damages against Calce.




PLAINTIFF’S ORIGINAL PETITION                                                        Page 13 of 23
307338_1

                                                                                                     MR.013
B.         Second Cause of Action: Breach of Fiduciary Duty as to Stampede

           43.   Plaintiff hereby restates and incorporates by reference the allegations contained in

the foregoing paragraphs as if fully set forth herein.

           44,   As a manager of Centurion Pecos, Stampede owed Centurion Pecos a duty of

loyalty. Further, Stampede owed Centurion Pecos a duty of candor, including a duty to disclose

information concerning its role in any transaction that would prejudice the interests of Centurion

Pecos.

           45.   Stampede violated its fiduciary duty by covertly engaging in a pattern of

transactions designed to deprive Centurion Pecos of the Reeves County Property, as well as

Centurion Pecos’ interest in the terminal project.

           46.   By secretly encumbering Centurion Pecos’ assets, Stampede has damaged the

ability of Centurion Pecos to conduct business and has impaired the value of those assets.

           47.   Stampede’s breaches of fiduciary duty have proximately caused Centurion Pecos

to suffer damage and Stampede has obtained benefits which Stampede should be required to

forfeit.

           48.   Stampede’s breaches of fiduciary duty were intentional and, accordingly,

Centurion Pecos seeks, and should recover, exemplary damages against Stampede.

C.         Third Cause of Action: Aiding and Abetting Breach of Fiduciary Duty

           49.   Plaintiff hereby restates and incorporates by reference the allegations contained in

the foregoing paragraphs as if fully set forth herein.

           50.   Centurion Midstream and Centurion Terminals assisted with, encouraged and

participated in breaches of fiduciary duty by Calce and Stampede. As set forth above, Calce and

Stampede had fiduciary duties of loyalty to Centurion Logistics and to Centurion Pecos and



PLAINTIFF’S ORIGINAL PETITION                                                           Page 14 of 23
307338_1

                                                                                                        MR.014
fiduciary duties to disclose any transactions that would be prejudicial to the chief objectives of

Centurion Logistics and Centurion Pecos.

           51.   Centurion Logistics and Centurion Pecos were created chiefly to purchase the

Reeves County Property and to develop a railway terminal in order to transport petroleum and

petroleum products. Rather than pursue these objectives with loyalty fiduciaries owe, Calce

assisted in the creation of Centurion Midstream to thwart the efforts of Centurion Logistics and

Centurion Pecos and to compete with these companies. Based on the content of the Centurion

Midstream website, Centurion Midstream is covertly assisting Calce in his plan to take over the

Reeves County Property, and to build the railway terminal for his own benefit and for the benefit

of Centurion Midstream.

           52.   Based on its affiliation with Calce, Centurion Terminals was aware that Calce was

not authorized to undertake any obligation to Centurion Terminals on behalf of Centurion Pecos.

Nonetheless, Centurion Terminals entered into the note and has threatened to enforce it.

           53.   The breaches of fiduciary duty of Calce and Stampede, committed with the

assistance of Centurion Midstream and Centurion Terminals, proximately caused Plaintiff to

suffer actual damages in an amount exceeding the minimum jurisdiction of the Court.

           54.   As Centurion Midstream’s and Centurion Terminals’ participation in the breaches

of fiduciary duty were intentional and exemplary damages are recoverable for the breaches of

fiduciary duty, Plaintiff prays for exemplary damages against Centurion Midstream and

Centurion Terminals.

D.         Fourth Cause of Action: Money Had and Received (Unjust Enrichment)

           55.   Plaintiff hereby restates and incorporates by reference the allegations contained in

the foregoing paragraphs as if fully set forth herein.



PLAINTIFF’S ORIGINAL PETITION                                                           Page 15 of 23
307338_1

                                                                                                        MR.015
           56.   A claim for money had and received arises when the defendant obtains money or

a benefit that in equity and good conscience belongs to the plaintiff. It is an equitable doctrine

applied to prevent unjust enrichment. A cause of action for money had and received is not based

on wrongdoing but, instead, looks only to the justice of the case and inquires whether the

defendant has received money that rightfully belongs to another. A claim for money had and

received is based upon the doctrine of unjust enrichment.

           57.   Further, where a defendant obtains a benefit from the plaintiff by fraud, duress, or

taking undue advantage, the plaintiff may recover money or property under the theory of unjust

enrichment.

           58.   Ballengee and Ballengee Interests colluded with Calce to encumber property of

Centurion Pecos to secure debts of Ballengee Interests, including the notes to purchase the

Reeves County Property and the $750,000 line of credit.

           59.   Ballengee and Ballengee Interests have, therefore, been unjustly enriched by

pledges of property to secure Ballengee Interests’ debt, including the $750,000 line of credit, and

unauthorized assumption of the Ballengee Interests’ obligations to TCB. Indeed, pursuant to the

cross-collateralization clauses, the deeds of trust pledged the Reeves County Property to secure

all Ballengee Interests’ debts to TCB, not merely those related to Centurion Pecos. Defendants

Ballengee and Ballengee Interests should be required to disgorge and to turn over to Centurion

Pecos any benefits obtained through these transactions.

           60.   By information and belief, Calce has received a salary and other benefits from

Centurion Midstream, in exchange for effectuating his and Ballengee’s plan, namely, to

fraudulently obtain ownership of the Reeves County Property. This remuneration constitutes

unjust enrichment.



PLAINTIFF’S ORIGINAL PETITION                                                           Page 16 of 23
307338_1

                                                                                                        MR.016
           61.   Centurion Midstream has developed, or plans to develop, a railway terminal in

competition with the terminal planned by Centurion Pecos. In so doing, Centurion Midstream,

through its aiding and abetting of breaches of fiduciary duty, has obtained, or will obtain in the

future, money that rightfully belongs to Centurion Pecos. These funds should be disgorged and

transferred to Centurion Pecos.

           62.   Centurion Midstream has been—and will be—unjustly enriched by its

interference with Plaintiff’s efforts to secure the Reeves County Property and develop the Pecos

terminal.

           63.   In obtaining these benefits, Defendants have acted with fraud and malice.

Accordingly, Plaintiff prays that these Defendants be found liable for exemplary damages.

E.         Fourth Cause of Action: Fraudulent Concealment

           64.   Plaintiff hereby restates and incorporates by reference the allegations contained in

the foregoing paragraphs as if fully set forth herein.

           65.   Ballengee and Ballengee Interests represented to Centurion Pecos that it would

make a capital contribution by purchasing the Reeves County Property on behalf of Centurion

Pecos. At the 11th hour, Ballengee and Ballengee Interests demanded that Centurion Pecos agree

to deeds of trust on the Reeves County Property. Ballengee and Ballengee Interests did not

disclose that the purpose of this demand was to eventually force a foreclosure on the Reeves

County Property in order to cut off Centurion Pecos’ interest in the terminal project.

           66.   Centurion Pecos justifiably relied on Ballengee’s and Ballengee Interests’

professions that their purpose was to invest in, and to promote, the Centurion Pecos terminal

project.




PLAINTIFF’S ORIGINAL PETITION                                                            Page 17 of 23
307338_1

                                                                                                         MR.017
           67.   Ballengee’s and Ballengee Interests’ failure to disclose their true intentions has

injured Centurion Logistics and Centurion Pecos, in that Defendants are now attempting to use

the TCB deeds of trust, as well as false and unauthorized documents, to complete their scheme to

obtain the Reeves County Property for the competing entity, Centurion Midstream.

           68.   The wrongful fraudulent acts and omissions have proximately caused Centurion

Logistics and Centurion Pecos to suffer damages. Because Defendants’ wrongful fraudulent acts

and omissions were conducted with intent, Plaintiff seeks both actual and exemplary damages.

F.         Fifth Cause of Action: Aiding and Abetting Fraudulent Concealment

           69.   Plaintiff hereby restates and incorporates by reference the allegations contained in

the foregoing paragraphs as if fully set forth herein.

           70.   Defendants Calce and Stampede provided knowing and intentional assistance to

the fraud committed by Ballengee and Ballengee Interests. Calce and Stampede were aware of

the fraudulent scheme and Stampede allowed itself to be used as a conduit through which

Ballengee Interests made its payments for the Reeves County Property. As fiduciaries, Calce

and Stampede had a heightened duty to disclose Ballengee’s true intent, but they remained silent.

Indeed, they actively furthered the scheme through their participation in the creation of false and

unauthorized transactions and the creation of fraudulent documents.

           71.   Calce’s and Stampede’s assistance and encouragement constituted a substantial

factor in causing the fraud.      Without their participation, it is unlikely that Ballengee and

Ballengee Interests could have attempted the scheme, given the limitations imposed on

Ballengee by the non-compete agreement. Moreover, these Defendants, through a series of

threatening communications, continue to push the fraudulent plan.




PLAINTIFF’S ORIGINAL PETITION                                                           Page 18 of 23
307338_1

                                                                                                        MR.018
           72.   Calce’s and Stampede’s participation in the fraudulent scheme has proximately

caused Centurion Logistics and Centurion Pecos to suffer damages. Because these Defendants’

participation in the wrongful fraudulent scheme was conducted with knowledge and intent,

Plaintiff seeks both actual and exemplary damages.

G.         Sixth Cause of Action: Declaratory Judgment

           73.   Plaintiff hereby restates and incorporates by reference the allegations contained in

the foregoing paragraphs as if fully set forth herein.

           74.   A justiciable controversy exists between Centurion Pecos and Stampede regarding

the status, rights, obligations and legal relations between Centurion Pecos and Stampede in

connection with the Company Agreement. The justiciable controversy concerns the right of

members and managers of Centurion Pecos to expel Stampede as a member and manager.

           75.   Pursuant to the terms of the Company Agreement, transfer of membership

interests is prohibited unless certain conditions were met.         Among the conditions is the

obligation of the transferor and transferee to provide information to assure that the transfer

comported with the Company Agreement and the transferee agreed to be bound by the Company

Agreement. Transfer of a membership interest includes any transfer by merger or business

combination.

           76.   Stampede or its predecessor transferred of its membership interest within the

definitions of the Company Agreement through one or more of three business transactions. First,

Stampede Energy, LLC, a Louisiana limited liability company, converted to Stampede. Second,

Stampede merged with Stampede Energy, LLC, a Delaware limited liability company. Third,

Stampede divided into two entities, Stampede and Centurion Brownsville Terminal, LLC, a

Texas limited liability company.



PLAINTIFF’S ORIGINAL PETITION                                                           Page 19 of 23
307338_1

                                                                                                        MR.019
           77.   Subsequently, both the transferor and transferee companies expressly refused to

provide information about the transactions, as required by the Company Agreement, for any

transfer of a membership interest to be permitted. Centurion Pecos duly called a meeting of the

managers and members of Centurion Pecos in order to discuss Stampede’s violations and its

removal as a member and manager.

           78.   At the June 13, 2016 meeting, Centurion Logistics, as manager of Centurion

Pecos, voted to remove Stampede as a member of Centurion Pecos. As the party whose removal

was at issue, Stampede was an interested manager excluded from voting.               Accordingly,

Stampede was removed as a member of Centurion Pecos.

           79.   Following the June 13, 2016 managers meeting, a meeting of members was held

to determine whether Stampede should be removed as a manager of Centurion Pecos for cause.

Centurion Logistics, the only remaining member, voted to expel Stampede, based on its

prohibited transfer of membership interest, as well as its other misconduct, as set forth in this

Petition.

           80.   In accordance with Tex. Civ. Prac. & Rem. Code § 37.001, et seq., Plaintiff seeks

a declaratory judgment against Defendant Stampede, wherein the Court declares that following:

           (a)   The June 13, 2016 meeting was a valid meeting under the Company
                 Agreement;

           (b)   The removal of Stampede as a member of Centurion Pecos was a valid,
                 binding and enforceable action of the managers of Centurion Pecos;

           (c)   The removal of Stampede as a manager of Centurion Pecos was a valid,
                 binding and enforceable action of the members of Centurion Pecos.

           81.   In addition, there is a real and justiciable controversy between Centurion Pecos,

on the one hand, and Ballengee, Ballengee Interests, and Centurion Terminals, on the other hand,

concerning the enforceability of certain financial obligations that Defendants purport were


PLAINTIFF’S ORIGINAL PETITION                                                        Page 20 of 23
307338_1

                                                                                                     MR.020
entered into on behalf of Centurion Pecos. As set forth above, Calce, without authority to act for

Centurion Pecos, and in violation of his fiduciary duties, created documents purporting to

obligate Centurion Pecos to pay the notes that Ballengee Interests entered into with TCB and to

make other payments to Ballengee Interests. Similarly, Calce, again without the authority to act

for Centurion Pecos, and in violation of his fiduciary duties, apparently created a promissory

note in favor of Centurion Terminals, purportedly obligating Centurion Pecos to make certain

payments to Centurion Terminals.

           82.   In accordance with Tex. Civ. Prac. & Rem. Code § 37.001, et seq., Plaintiff seeks

a declaratory judgment against Defendants Ballengee, Ballengee Interests, and Centurion

Terminals, wherein the Court declares the following:

           (a)   Any assumption agreement purported to exist between Ballengee
                 Interests and Centurion Pecos is invalid, void and unenforceable;

           (b)   Any agreement that purports to create an obligation of Centurion Pecos to
                 Ballengee Interests is invalid, void and unenforceable;

           (c)   Any promissory note or other documents purported to create obligations
                 between Centurion Pecos to Centurion Terminals is invalid, void and
                 unenforceable.

           83.   In addition and cumulative of other relief sought herein, Plaintiff is entitled to

declaratory judgment concerning the status of Stampede under the Company Agreement and the

enforceability of certain financial obligations that Calce, without authority, and in violation of

his fiduciary duties, purported to create on behalf of Centurion Pecos.

                                               VI.

                               ATTORNEYS’ FEES AND COSTS

           84.   Plaintiff hereby restates and incorporates by reference the allegations contained in

the foregoing paragraphs as if fully set forth herein.



PLAINTIFF’S ORIGINAL PETITION                                                           Page 21 of 23
307338_1

                                                                                                        MR.021
           85.   As a result of Defendants’ actions, Plaintiff was forced to retain the legal counsel

of Shamoun & Norman, LLP (“S&N”) to bring this lawsuit. Plaintiff retained the services of

S&N to prosecute these claims and agreed to pay S&N its usual, customary and reasonable

attorneys’ fees. Such action and payment is necessary for the enforcement of Plaintiff’s rights.

           86.   Plaintiff seeks the recovery of attorneys’ fees and costs that it incurs in

prosecuting the above-stated claims pursuant to Chapter 37 of the Texas Civil Practice and

Remedies Code, or any other applicable law.

                                                 VII.

                                  CONDITIONS PRECEDENT

           87.   All conditions precedent to Plaintiff’s right to obtain the relief requested herein

have been performed or have occurred.

                                                VIII.

                                              PRAYER

           WHEREFORE, Plaintiff Centurion Logistics LLC, individually and on behalf of

Centurion Pecos Terminal LLC, respectfully requests that upon final trial of this cause the Court

enter judgment against James Ballengee, Ballengee Interests, LLC, John Calce, Stampede TX

Energy, LLC, Centurion Midstream Group, LLC and Centurion Terminals, LLC as follows:

           A.    Against all Defendants and in favor of Plaintiff for the amount of actual damages

sustained by Plaintiff;

           B.    Against all Defendants and in favor of Plaintiff for the disgorgement of unjust

enrichment and money had and received;

           C.    Entering a declaratory judgment concerning the status of Stampede under the

Company Agreement and the enforceability of certain financial obligations that Calce, without



PLAINTIFF’S ORIGINAL PETITION                                                           Page 22 of 23
307338_1

                                                                                                        MR.022
authority, and in violation of his fiduciary duties, purported to enter into on behalf of Centurion

Pecos;

           D.   Awarding to Plaintiff the costs and disbursements of the action, including

reasonable attorneys’ fees, accountants’ and experts’ fees, costs, and expenses; and

        E.      Granting such other and further relief as the Court deems just and proper, at law
or in equity.




                                                     Respectfully Submitted,

                                                             /s/ C. Gregory Shamoun
                                                     C. GREGORY SHAMOUN
                                                     State Bar No. 18089650
                                                     J. BLAIR NORRIS
                                                     State Bar No. 24014515
                                                     SHAMOUN & NORMAN, LLP
                                                     1755 Wittington Place, Suite 200
                                                     Dallas, Texas 75234
                                                     Phone: (214) 987-1745
                                                     Fax: (214) 521-9033
                                                     Email: g@snlegal.com
                                                     Email: bn@snlegal.com

                                                     ATTORNEYS FOR PLAINTIFF




PLAINTIFF’S ORIGINAL PETITION                                                          Page 23 of 23
307338_1

                                                                                                       MR.023
                                                                                                                    FILED
                                                                                                        DALLAS COUNTY
                                                                                                        7/31/2017 5:52 PM
                                                                                                           FELICIA PITRE
                                                                                                        DISTRICT CLERK


                                                                                                   Angie Avina
                                        CAUSE NO. DC-16-07706

CENTURION LOGISTICS LLC,                               §      IN THE DISTRICT COURT OF
individually and derivatively on behalf of             §
CENTURION PECOS TERMINAL LLC,                          §
a Texas Limited Liability Company,                     §
                                                       §
           Plaintiffs,                                 §
                                                       §
v.                                                     §
                                                       §
JAMES BALLENGEE, BALLENGEE                             §
INTERESTS, LLC, JOHN CALCE,                            §      DALLAS COUNTY, TEXAS
STAMPEDE TX ENERGY, LLC,                               §
CENTURION MIDSTREAM GROUP,                             §
LLC, CENTURION TERMINALS, LLC                          §
                                                       §
           Defendants,                                 §
                                                       §
and CENTURION PECOS TERMINAL                           §
LLC, a Texas Limited Liability Company                 §
                                                       §
           Nominal Defendant.                          §      44th JUDICIAL DISTRICT

                DEFENDANT/COUNTER-PLAINTIFF JOHN CALCE’S ORIGINAL
                COUNTERCLAIM AGAINST CENTURION LOGISTICS LLC AND
                         CENTURION PECOS TERMINAL LLC

           John Calce (“Counter-Plaintiff” or “Calce”) files his Original Counterclaim complaining

of Centurion Logistics LLC (“Centurion Logistics”) and Centurion Pecos Terminal LLC

(“Centurion Pecos”) (collectively, “Counter-Defendants”) and, in support thereof, would

respectfully show the Court as follows:

                                                 I.
                                          DISCOVERY LEVEL

           1.         Discovery in this matter is to be conducted under Texas Rule of Civil Procedure

190.4 (Level 3).




DEFENDANT/COUNTER-PLAINTIFF JOHN CALCE’S ORIGINAL COUNTERCLAIM
AGAINST CENTURION LOGISTICS LLC AND CENTURION PECOS TERMINAL LLC                              PAGE 1
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                                                                                                         MR.024
                                                 II.
                                           MONETARY RELIEF

           2.         Calce seeks both monetary and non-monetary relief. The monetary relief sought

by Calce is, at this time, $100,000 or less. But the monetary relief sought by Calce continues to

increase as he is required to incur additional expenses in defending himself against the claims

brought against him in this lawsuit.

                                                    III.
                                                  PARTIES

           3.         Plaintiff Calce is an individual residing in Collin County, Texas.

           4.         Counter-Defendant Centurion Logistics is a limited liability company organized

under the laws of the State of Texas with its principal place of business in Dallas, Dallas County,

Texas. Centurion Logistics has made an appearance in this matter.

           5.         Counter-Defendant Centurion Pecos is a limited liability company organized

under the laws of the State of Texas with its principal place of business in Dallas, Dallas County,

Texas. Centurion Pecos has made an appearance in this matter through Centurion Logistics

bringing claims against Calce and the other Defendants derivatively on behalf of Centurion

Pecos.

                                                 IV.
                                       JURISDICTION AND VENUE

           6.         This Court has jurisdiction over this matter because the amount in controversy

exceeds the minimum jurisdictional limits of this Court.

           7.         Calce asserts that Dallas County is not a proper venue for this lawsuit pursuant to

Section 15.011 of the Texas Civil Practice and Remedies Code. The bases for such assertion are

set forth in Calce’s Motion to Transfer Venue. The Motion to Transfer Venue has been denied

and is an interlocutory order.

DEFENDANT/COUNTER-PLAINTIFF JOHN CALCE’S ORIGINAL COUNTERCLAIM
AGAINST CENTURION LOGISTICS LLC AND CENTURION PECOS TERMINAL LLC                                  PAGE 2
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                                                                                                            MR.025
                                                V.
                                       FACTUAL BACKGROUND

           8.         On June 27, 2016, Centurion Logistics, individually and derivatively on behalf of

Centurion Pecos, filed its Original Petition complaining of Calce and the other Defendants.

Centurion Logistics has brought claims against Calce for (1) breach of fiduciary duty; (2) unjust

enrichment; and (3) aiding and abetting fraudulent concealment.

           9.         Plaintiff generally claims that Calce and the other Defendants carried out a

scheme that resulted in Centurion Pecos and Centurion Logistics losing their interest in the

Reeves County Property, thereby allegedly depriving such entities of the opportunity to construct

a railway terminal for the shipping of crude oil on the Reeves County Property. 1 Among other

things, Plaintiff alleges that Calce breached the fiduciary duties that he allegedly owed Centurion

Logistics as a manager of the company. See Pl.’s Orig. Pet. ¶¶ 36 – 42. Plaintiff further claims

that Calce took various allegedly unauthorized acts on behalf of Centurion Pecos. See id. ¶ 24.

           10.        On September 20, 2016, Calce filed his Motion to Transfer Venue and Brief in

Support Thereof and, Subject Thereto, Original Answer. Since the time of filing his Original

Answer, Calce has incurred significant expenses in defending against the claims that have been

brought against him in the lawsuit.

CALCE’S RIGHT TO INDEMNIFICATION FROM CENTURION LOGISTICS

           11.        Calce is a manager of Centurion Logistics.        Section 1.1 of the Company

Agreement of Centurion Logistics (the “Logistics Agreement”) defines an “Indemnified Person”

as follows:

           “Indemnified Person” means (a) a Member or Assignee; (b) a Manager; (c) a
           Liquidator (if any); (d) any Affiliate of the Company, a Member or Assignee, a

1
 The term “Reeves County Property,” when used herein, should be understood to have the same meaning
as the term is used and defined in Plaintiff’s Original Petition.

DEFENDANT/COUNTER-PLAINTIFF JOHN CALCE’S ORIGINAL COUNTERCLAIM
AGAINST CENTURION LOGISTICS LLC AND CENTURION PECOS TERMINAL LLC                                PAGE 3
9190395.1/SP/38371/0105/073117

                                                                                                          MR.026
           Manager, or a Liquidator; and (e) any governing person, officer, employee, agent,
           or owner of the Company, a Member or Assignee, a Manager, a Liquidator, or
           any Affiliate of any of the foregoing. A person is an Indemnified Person whether
           or not such person has the status required to be an Indemnified Person at the time
           any Proceeding is made or maintained as described in Article VI or at the time
           any amendment to this Agreement is proposed under Section 15.1.

See Section 1.1 of the Logistics Agreement (emphasis added). A true and correct copy of the

Logistics Agreement is attached hereto as Exhibit A.

           12.        Section 6.2 of the Logistics Agreement is entitled “Indemnification by Company”

and provides as follows:

           To the fullest extent permitted by applicable law, and subject to Section 6.3,
           [Centurion Logistics] indemnifies and holds harmless each Indemnified Person
           from and against any Damages arising from any Proceeding relating to the
           conduct of [Centurion Logistics’] business or to any act or omission by such
           Indemnified Person within the scope of the Indemnified Person’s authority in the
           course of [Centurion Logistics’] business or for any misconduct or negligence on
           the part of any other person that is an employee or agent of [Centurion Logistics].
           An Indemnified Person’s expenses paid or incurred in defending itself against
           any Proceeding shall be reimbursed as paid or incurred. The right to
           indemnification conferred in this Article VI is not exclusive of any other right that
           any person may have or hereafter acquire under any statute, agreement, vote of
           Members, or otherwise.

See Ex. A § 6.2 (emphasis added).

           13.        Under the terms of the Logistics Agreement, Centurion Logistics is required to

reimburse Calce for any and all expenses paid or incurred by Calce in defending himself in this

lawsuit—as such expenses are paid or incurred. If it is ultimately determined that Calce is not

entitled to indemnification, the Logistics Agreement expressly provides Centurion Logistics with

an appropriate remedy. See Ex. A § 6.3(c) (providing that “[a]ny payments made to or on behalf

of a person who is later determined not to be entitled to such payments shall be repaid by the

person to [Centurion Logistics].”).




DEFENDANT/COUNTER-PLAINTIFF JOHN CALCE’S ORIGINAL COUNTERCLAIM
AGAINST CENTURION LOGISTICS LLC AND CENTURION PECOS TERMINAL LLC                                   PAGE 4
9190395.1/SP/38371/0105/073117

                                                                                                            MR.027
           14.        To date, Centurion Logistics has not reimbursed Calce any amount for the

expenses he has paid and incurred in defending himself against the claims brought against him in

this lawsuit.

CALCE’S RIGHT TO INDEMNIFICATION FROM CENTURION PECOS

           15.        When Centurion Pecos was initially formed, Calce was the sole manager of the

company. See the Company Agreement of Centurion Pecos (the “Pecos Original Agreement”),

which is dated effective September 12, 2014, a true and correct copy of which is attached hereto

as Exhibit B. Calce was also appointed as the president of Centurion Pecos. Such appointment

was effective as of September 11, 2014.

           16.        In November 2014, the First Amended and Restated Company Agreement of

Centurion Pecos (the “Pecos Amended Agreement”) was executed. A true and correct copy of

the Pecos Amended Agreement is attached hereto as Exhibit C. The First Amended and Restated

Company Agreement removed Calce as a manager of Centurion Pecos, but Calce remained the

duly appointed president of the company.

           17.        Section 1.1 of both the Pecos Original Agreement and the Pecos Amended

Agreement defines an “Indemnified Person” as follows:

           “Indemnified Person” means (a) a Member or Assignee; (b) a Manager; (c) a
           Liquidator (if any); (d) any Affiliate of the Company, a Member or Assignee, a
           Manager, or a Liquidator; and (e) any governing person, officer, employee,
           agent, or owner of the [Centurion Pecos], a Member or Assignee, a Manager, a
           Liquidator, or any Affiliate of any of the foregoing. A person is an Indemnified
           Person whether or not such person has the status required to be an Indemnified
           Person at the time any Proceeding is made or maintained as described in Article
           VI or at the time any amendment to this Agreement is proposed under Section
           15.1, provided such person had the status required to be an Indemnified Person at
           the time of the relevant actions referenced in the Proceeding.

See Ex. B § 1.1 (emphasis added); see also Ex. C § 1.1 (emphasis added).



DEFENDANT/COUNTER-PLAINTIFF JOHN CALCE’S ORIGINAL COUNTERCLAIM
AGAINST CENTURION LOGISTICS LLC AND CENTURION PECOS TERMINAL LLC                               PAGE 5
9190395.1/SP/38371/0105/073117

                                                                                                        MR.028
           18.        Moreover, Section 6.2 of both the Pecos Original Agreement and the Pecos

Amended Agreement is entitled “Indemnification by Company” and provides as follows:

           To the fullest extent permitted by applicable law and subject to Section 6.3,
           [Centurion Pecos] indemnifies and holds harmless each Indemnified Person from
           and against any Damages arising from any Proceeding relating to the conduct of
           [Centurion Pecos’] business or to any act or omission by such Indemnified
           Person, including any act or omission constituting negligence, within the scope of
           the Indemnified Person’s authority in the course of [Centurion Pecos’] business or
           for any misconduct or negligence on the part of any other person that is an
           employee or agent of [Centurion Pecos]. An Indemnified Person’s expenses
           paid or incurred in defending itself against any Proceeding shall be reimbursed
           as paid or incurred. The right to indemnification conferred in this Article VI is
           not exclusive of any other right that any person may have or hereafter acquire
           under any statute, vote of Members, or otherwise.

See Ex. B § 6.2 (emphasis added); see also Ex. C § 6.2 (emphasis added).

           19.        Like the Logistics Agreement, the terms of the Pecos Original Agreement and the

Pecos Amended Agreement require Centurion Pecos to reimburse Calce for any and all expenses

paid or incurred by Calce in defending himself in this lawsuit, as such expenses are paid or

incurred. Furthermore, also like the Logistics Agreement, both the Pecos Original Agreement

and the Pecos Amended Agreement provide Centurion Pecos with an adequate remedy if it is

ultimately determined that Calce is not entitled to indemnification. See Exs. B and C § 6.3(c)

(providing that “[a]ny payments made to or on behalf of a person who is later determined not to

be entitled to such payments shall be repaid by the person to [Centurion Pecos].”).

           20.        To date, Centurion Pecos has not reimbursed Calce any amount for the expenses

that he has paid and incurred in defending himself against the claims brought against him in this

lawsuit.

           21.        The Pecos Amended Agreement identifies Centurion Logistics and Defendant

Stampede TX Energy, LLC (“Stampede”) as the only members of Centurion Pecos. Pursuant to

the Pecos Amended Agreement, Stampede is the majority-in-interest member holding a 60%

DEFENDANT/COUNTER-PLAINTIFF JOHN CALCE’S ORIGINAL COUNTERCLAIM
AGAINST CENTURION LOGISTICS LLC AND CENTURION PECOS TERMINAL LLC                                PAGE 6
9190395.1/SP/38371/0105/073117

                                                                                                         MR.029
membership interest in Centurion Pecos, and Centurion Logistics holds the remaining 40%

membership interest.

           22.        Stampede—on behalf of Centurion Pecos—has already agreed that Centurion

Pecos will reimburse Calce for the amount of expenses that he has paid or incurred (or will pay

and incur) in defending himself against the claims brought against him in this lawsuit that relate

to either (i) the business of Centurion Pecos and/or (ii) any alleged acts or omissions that were

purportedly taken or made by Calce in his capacity as a manager of Centurion Pecos. But

Centurion Logistics claims that Stampede was removed as a manager of Centurion Pecos on June

13, 2016. Stampede disputes the propriety of the alleged removal and does not recognize same.

Accordingly, Calce’s claim for contractual indemnification and funding of defense costs against

Centurion Pecos is significantly intertwined with and dependent upon the outcome of the

competing declaratory judgment claims of Stampede and Centurion Logistics regarding which

entity has control of Centurion Pecos.

                                                  VI.
                                           CAUSES OF ACTION

                                 COUNT 1: DECLARATORY JUDGMENT

           23.        Calce restates and incorporates the allegations contained in the preceding

paragraphs.

           24.        As shown by the facts set forth above, Calce is entitled to indemnification from

Centurion Logistics and Centurion Pecos pursuant to the terms of such entities’ own company

agreements. Calce is further entitled to reimbursement of the expenses he has paid and incurred

(and those that he will pay and incur in the future), as such expenses are paid and incurred, in

defending himself against the claims brought against him in this lawsuit.

           25.        Calce therefore seeks a judicial determination that:

DEFENDANT/COUNTER-PLAINTIFF JOHN CALCE’S ORIGINAL COUNTERCLAIM
AGAINST CENTURION LOGISTICS LLC AND CENTURION PECOS TERMINAL LLC                               PAGE 7
9190395.1/SP/38371/0105/073117

                                                                                                         MR.030
           (a)        Centurion Logistics is required to reimburse Calce the amount of expenses that he

                      has paid or incurred to date in defending himself against the claims brought

                      against him in this lawsuit that relate to either (i) the business of Centurion

                      Logistics and/or (ii) any alleged acts or omissions that were purportedly taken or

                      made by Calce in his capacity as a manager of Centurion Logistics;

           (b)        Centurion Logistics is required to reimburse Calce the amount of expenses that he

                      pays or incurs in the future in defending himself against the claims brought

                      against him in this lawsuit that relate to either (i) the business of Centurion

                      Logistics and/or (ii) any alleged acts or omissions that were purportedly taken or

                      made by Calce in his capacity as a manager of Centurion Logistics;

           (c)        In the unlikely event that any liability be found on the part of Calce, Centurion

                      Logistics is required to indemnify Calce and hold him harmless from any

                      damages that relate to either (i) the business of Centurion Logistics and/or (ii) any

                      alleged acts or omissions that were purportedly taken or made by Calce in his

                      capacity as a manager of Centurion Logistics (not including any damages arising

                      from any conduct set forth in Section 6.3(a)(i)-(iv) of the Logistics Agreement);

           (d)        Centurion Pecos is required to reimburse Calce the amount of expenses that he

                      has paid or incurred to date in defending himself against the claims brought

                      against him in this lawsuit that relate to either (i) the business of Centurion Pecos

                      and/or (ii) any alleged acts or omissions that were purportedly taken or made by

                      Calce in his capacity as a manager of Centurion Pecos;

           (e)        Centurion Pecos is required to reimburse Calce the amount of expenses that he

                      pays or incurs in the future in defending himself against the claims brought


DEFENDANT/COUNTER-PLAINTIFF JOHN CALCE’S ORIGINAL COUNTERCLAIM
AGAINST CENTURION LOGISTICS LLC AND CENTURION PECOS TERMINAL LLC                                    PAGE 8
9190395.1/SP/38371/0105/073117

                                                                                                              MR.031
                      against him in this lawsuit that relate to either (i) the business of Centurion Pecos

                      and/or (ii) any alleged acts or omissions that were purportedly taken or made by

                      Calce in his capacity as a manager of Centurion Pecos; and

           (f)        In the unlikely event that any liability be found on the part of Calce, Centurion

                      Pecos is required to indemnify Calce and hold him harmless from any damages

                      that relate to either (i) the business of Centurion Pecos and/or (ii) any alleged acts

                      or omissions that were purportedly taken or made by Calce in his capacity as a

                      manager of Centurion Pecos (not including any damages arising from any conduct

                      set forth in Section 6.3(a)(i)-(iv) of the Pecos Original Agreement and Pecos

                      Amended Agreement).

                 COUNT 2: BREACH OF CONTRACT (CENTURION LOGISTICS)

           26.        Calce restates and incorporates the allegations contained in the preceding

paragraphs.

           27.        The Logistics Agreement constitutes a valid and enforceable contract. Centurion

Logistics breached the Logistics Agreement by failing to reimburse Calce the amount of

expenses he has paid and incurred in defending himself against the claims brought against him in

this lawsuit that relate to either (1) the business of Centurion Logistics and/or (2) any alleged acts

or omissions that were purportedly taken or made by Calce in his capacity as a manager of

Centurion Logistics.             Calce performed, tendered performance of, or was excused from

performing any of his obligations under the Logistics Agreement.

           28.        As a result of Centurion Logistics’ breach, Calce has suffered actual damages.

Calce is entitled to recover such damages from Centurion Logistics.




DEFENDANT/COUNTER-PLAINTIFF JOHN CALCE’S ORIGINAL COUNTERCLAIM
AGAINST CENTURION LOGISTICS LLC AND CENTURION PECOS TERMINAL LLC                                     PAGE 9
9190395.1/SP/38371/0105/073117

                                                                                                               MR.032
                     COUNT 3: BREACH OF CONTRACT (CENTURION PECOS)

           29.        Calce restates and incorporates the allegations contained in the preceding

paragraphs.

           30.        The Pecos Original Agreement and the Pecos Amended Agreement constitute

valid and enforceable contracts. Centurion Pecos breached the Pecos Original Agreement and

the Pecos Amended Agreement by failing to reimburse Calce the amount of expenses he has paid

and incurred in defending himself against the claims brought against him in this lawsuit that

relate to either (1) the business of Centurion Pecos and/or (2) any alleged acts or omissions that

were purportedly taken or made by Calce in his capacity as a manager of Centurion Pecos or as

the president of Centurion Pecos. Calce performed, tendered performance of, or was excused

from performing any of his obligations under the Pecos Original Agreement and the Pecos

Amended Agreement.

           31.        As a result of Centurion Pecos’ breach, Calce has suffered actual damages. Calce

is entitled to recover such damages from Centurion Pecos.

                                                VII.
                                           ATTORNEYS’ FEES

           32.        Calce restates and incorporates the allegations contained in the preceding

paragraphs.

           33.        Pursuant to Section 37.009 of the Texas Civil Practice and Remedies Code, Calce

seeks an award of his reasonable and necessary attorneys’ fees and costs incurred in prosecuting

his declaratory judgment claim and for any appeal.

           34.        Calce is further entitled to and hereby requests judgment for his reasonable and

necessary attorneys’ fees incurred in bringing this counterclaim and for any appeal pursuant to

Section 38.001 of the Texas Civil Practice and Remedies Code. Calce either has or will present

DEFENDANT/COUNTER-PLAINTIFF JOHN CALCE’S ORIGINAL COUNTERCLAIM
AGAINST CENTURION LOGISTICS LLC AND CENTURION PECOS TERMINAL LLC                              PAGE 10
9190395.1/SP/38371/0105/073117

                                                                                                         MR.033
his claim to Plaintiff or to a duly authorized agent of Plaintiff in accordance with Section 38.002

of the Texas Civil Practice and Remedies Code.

                                               VIII.
                                       CONDITIONS PRECEDENT

           35.        All conditions precedent to maintaining this action have occurred and been

satisfied or have been excused or waived.

                                                     IX.
                                                   PRAYER

           Counter-Plaintiff John Calce requests that, upon final hearing, Calce have judgment

against Counter-Defendants Centurion Logistics LLC and Centurion Pecos Terminal LLC as

follows:

           1.         A declaration that Centurion Logistics is required to reimburse Calce the amount
                      of expenses that he has paid or incurred to date in defending himself against the
                      claims brought against him in this lawsuit that relate to either (i) the business of
                      Centurion Logistics and/or (ii) any alleged acts or omissions that were
                      purportedly taken or made by Calce in his capacity as a manager of Centurion
                      Logistics;

           2.         A declaration that Centurion Logistics is required to reimburse Calce the amount
                      of expenses that he pays or incurs in the future in defending himself against the
                      claims brought against him in this lawsuit that relate to either (i) the business of
                      Centurion Logistics and/or (ii) any alleged acts or omissions that were
                      purportedly taken or made by Calce in his capacity as a manager of Centurion
                      Logistics;

           3.         A declaration that, in the unlikely event that any liability be found on the part of
                      Calce, Centurion Logistics is required to indemnify Calce and hold him harmless
                      from any damages that relate to either (i) the business of Centurion Logistics
                      and/or (ii) any alleged acts or omissions that were purportedly taken or made by
                      Calce in his capacity as a manager of Centurion Logistics (not including any
                      damages arising from any conduct set forth in Section 6.3(a)(i)-(iv) of the
                      Logistics Agreement);

           4.         A declaration that Centurion Pecos is required to reimburse Calce the amount of
                      expenses that he has paid or incurred to date in defending himself against the
                      claims brought against him in this lawsuit that relate to either (i) the business of


DEFENDANT/COUNTER-PLAINTIFF JOHN CALCE’S ORIGINAL COUNTERCLAIM
AGAINST CENTURION LOGISTICS LLC AND CENTURION PECOS TERMINAL LLC                                  PAGE 11
9190395.1/SP/38371/0105/073117

                                                                                                             MR.034
                      Centurion Pecos and/or (ii) any alleged acts or omissions that were purportedly
                      taken or made by Calce in his capacity as a manager of Centurion Pecos;

           5.         A declaration that Centurion Pecos is required to reimburse Calce the amount of
                      expenses that he pays or incurs in the future in defending himself against the
                      claims brought against him in this lawsuit that relate to either (i) the business of
                      Centurion Pecos and/or (ii) any alleged acts or omissions that were purportedly
                      taken or made by Calce in his capacity as a manager of Centurion Pecos;

           6.         A declaration that, in the unlikely event that any liability be found on the part of
                      Calce, Centurion Pecos is required to indemnify Calce and hold him harmless
                      from any damages that relate to either (i) the business of Centurion Pecos and/or
                      (ii) any alleged acts or omissions that were purportedly taken or made by Calce in
                      his capacity as a manager of Centurion Pecos (not including any damages arising
                      from any conduct set forth in Section 6.3(a)(i)-(iv) of the Pecos Original
                      Agreement and Pecos Amended Agreement);

           7.         Judgment against Centurion Logistics for the amount of expenses, including
                      attorneys’ fees, paid or incurred by Calce in defending himself against the claims
                      brought against him in this lawsuit that relate to either (i) the business of
                      Centurion Logistics and/or (ii) any alleged acts or omissions that were
                      purportedly taken or made by Calce in his capacity as a manager of Centurion
                      Logistics;

           8.         Judgment against Centurion Pecos for the amount of expenses, including
                      attorneys’ fees, paid or incurred by Calce in defending himself against the claims
                      brought against him in this lawsuit that relate to either (i) the business of
                      Centurion Pecos and/or (ii) any alleged acts or omissions that were purportedly
                      taken or made by Calce in his capacity as a manager of Centurion Pecos;

           9.         Judgment against Counter-Defendants for Calce’s reasonable and necessary
                      attorneys’ fees incurred in pursuing this counterclaim;

           10.        Judgment against Counter-Defendants for pre- and post-judgment interest as
                      provided by law;

           11.        Judgment against Counter-Defendants for Calce’s costs of suit; and

           12.        Such other and further relief to which Calce may be justly entitled.




DEFENDANT/COUNTER-PLAINTIFF JOHN CALCE’S ORIGINAL COUNTERCLAIM
AGAINST CENTURION LOGISTICS LLC AND CENTURION PECOS TERMINAL LLC                                  PAGE 12
9190395.1/SP/38371/0105/073117

                                                                                                             MR.035
                                            Respectfully submitted,


                                            /s/ David N. Kitner
                                            DAVID N. KITNER
                                            State Bar No. 11541500
                                            david.kitner@strasburger.com
                                            CHASE J. POTTER
                                            State Bar No. 24088245
                                            chase.potter@strasburger.com
                                            STRASBURGER & PRICE, LLP
                                            901 Main Street, Suite 6000
                                            Dallas, TX 75202-3794
                                            (214) 651-4300
                                            (214) 651-4330 Fax

                                            ATTORNEYS FOR DEFENDANTS
                                            JOHN CALCE, CENTURION MIDSTREAM
                                            GROUP, LLC, CENTURION TERMINALS,
                                            LLC, AND STAMPEDE TX ENERGY, LLC

                                 CERTIFICATE OF SERVICE

        The undersigned counsel certifies that on the 31st day of July, 2017, a true and correct
copy of the foregoing was forwarded to all known counsel in compliance with the Texas Rules of
Civil Procedure.

                                            /s/ Chase J. Potter
                                            Chase J. Potter




DEFENDANT/COUNTER-PLAINTIFF JOHN CALCE’S ORIGINAL COUNTERCLAIM
AGAINST CENTURION LOGISTICS LLC AND CENTURION PECOS TERMINAL LLC                        PAGE 13
9190395.1/SP/38371/0105/073117

                                                                                                   MR.036
EXHIBIT A




            MR.037
                       COMPANY AGRF:F:MF:NT

                                   OF

                         Centurion Logistics LLC

                    a Texas Limited Liability Com pan~'

                       Effoctivc September· 16, 2013




THE MEMBERSHIP INTERESTS REPRESENTED BY THIS AGREEl\ilENT HAVE
NOT BEEN REGISTERED UNDER ANY SECURITrns LA ws AND MAy NOT HE
SOLD,   PLEDGED    OR   OTHERWISF:  TRANSFERRF.D     ABSENT     SUCH
l~EGISTl~ATION OR AN EXEMPTION THEREFROM.       THE TRANSFER OF
rvmMBERSIIIP INTERESTS IS FORTHER RESTRICTED B\' ARTICLI~'. x OF THIS
AGREl<:MENT.




                                                                        CALCE01478
                                                                           MR.038
                                                   T AHLE OF CONTENTS

                                                                                                                                             Page

AH.TIC~ LE      l DEFINITIONS ........................................................................................................ t
     1. l.        Delined Tcnns ......................................................................................................... l
     1.1.          Usage ..................................................................... .................................................. 4

ARTICLE fl ORGANIZATIONAL MATTERS ...................................................................... 5
    2.1.            Fonnation ................................................................................................................ 5
    2.2.            Naine ....................................................................................................................... 5
    2.3.            Registered Office and Agent; Principal Office ....................................................... 5
    2.4.            Tenn ........................................................................................................................ 5
    2.5.            Purposes .............................................................. ...... ........................... .................... 5
    2.6.            Po\vers ..................................................................................................................... 5
    2.7.            Co1npany Properly ................................................................................................... 5
     2.8.           Initial l'vlc111bers ............................. .......................................................................... 6
    2.9             Options to Acquire Additional Uni1s ....................................................................... 6
     2.10           Consent of lvfanagers ............................................................................................... 6
    2. l 1.         Status of Managers and Members .......................................................................... 6
    2.12.           Unit Certificates .......................................................................... ,........................... 6
    2. l J.         No State Law Partnership ........................................................................................ 6

ARTICLE III CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS .............................. 6
  J . l.   Initial Capital Contributions .................................................................................... 6
  3.2.     Additional Capital Contributions ............................................................................ 6
  3J .     Capital Accounts ............................................................................................... ...... 7
  3.4.     No Right to Return of or Interest on Capit~tl Account ........................................, ... 7
  3.5 .    Me1nbcr Loans ............................... .................................................................. .. ...... 7
  3.6.     i\1e1nber Notes ......................................................................... ................................ 7

ARTICLE IV ALLOCATIONS AND DISTRIBUTIONS ....................................................... 8
  4.1.    Allocation of Profit ()r Loss ..................................................................................... 8
  4.2.                                    or
          Disnibutions Distributable Cash ......................................................................... 8
  4.3.    \Vithholding ............................................................................................................. 8
  4.4 .   Limitation on Distributions ..................................................................................... 8
     45.             No Right to Partition or Distributions in Kind ........................................................ 9

ARTl(~LF.        V l\ilANAGEiVIENT............................................................................................... ~ ... 9
     5. I .        Management and Control of Company Business .................................................... 9
     5.2.          Delegation of Authority ......................................................................................... I 0
     5.3.          Limitations on Manager Authority ........................................................................ 10
     5.4.          Reliance ................................................................................................................. 10
     5.5.          Co111pens<1tion and Expenses of Members and Managers ................................. .... 10
     5.6.          Standards of Manager and Member Conduct ........................................................ 10
C0:\11'.\'\\ Al;HH:\IDl OF C•:'>ll HIO:\ Loc;JSTICS LLC
                                                     P _\(;E i




                                                                                                                                                        CALCE01479
                                                                                                                                                           MR.039
     5.7.            Resignation, Removal, an<l Replacement of Manager ......... ................................. 11

ARTICLE VI LIABILITY AND INDEMNIFICATION ....................................................... 13
  6. l.   Limitation of Liability ........................................................................................... 13
  6.2.    [ndcmnitication by Company ............................... ,. ............................................... 13
  6.3.    Conduct Not Protected .......................................................................................... I J
  6.4.    Insurance ............................................................................................................... 14
     6,5.           Survival ................................................ .,............................................................... 14

AH.TICLE VII BOOKS AND RECORDS; REPORTS .......................................................... 14
  7.1.     tvlaintcnance or and Access to Books and Records ........, ...................................... 14
  7.2.     Fiscal Year ............................................................................................................. 14
  7.3.     tinancial and Operating Reports ........................................................................... l 4
  7.4.     Tax Reports ........................................................................................................... 15
  7.5.     Transmission of Communications ......................................................................... 15

AH.TJC~LE       VIII TAX l\1ATTERS ............................................................................................. 15
     8.1.         Tax Classification .................................................................................................. 15
     8.2.         Company Returns .................................................................................................. 15
     8.3.         Tax Elections ......................................................................................................... 15
     R.4.         Consistent Reporting ................................................................................... ,......... 16
     8.5.         Tax Proceedings .................................................................................................... 16
     8.6.         Information and Documents to Company ............................................................. 16

ARTICLE IX MEETINGS AND VOTING OF MEMBERS ................................................. 17
  9.1.    iv1cetings ................................................................................................................ 17
  9.2.    Voting .................................................................................................................... 17

ARTICLE X TRANSFER OF MEMBERSHIP INTERESTS............................................... 17
  I0.1 .  Limitation on Transfers ......................................................................................... l 7
  I 0. 2. Permitted Transfer of !V1embership Interest ......................................................... 18
  l 0.3.  Conditions to Permitted Transtcrs or Membership Interests ................................. 19
  l0.4.   Hfoctive Date; Distributions................................................................................. 19
  I 0. 5. Transferor's Obi igations........................................................................................ 20
  l 0.6.  !\ssigncc's Rights and Obligations ........................................................................ 20
  I 0. 7. Effect and Consequences of Prohibited Transfer .................................................. 20
  I 0. 8. Agreements of Spouse: Sok Management Community Properly ......................... 21

ARTICLE XI ADl\illSSION OF NE\V ~IEMBERS ............................................................... 21
  11. 1.  Substituted Members ............................................................................................ 21
  11 .2.  Additional Members .............................................................................................. 22

ARTICLE XII WITHDRAWAL OR IU:MOYAL OF MEMBERS ..................................... 22
  12.1.   Withdrawal of Members ........................................................................................ 22
  12.2.    R~moval of ivkmbers ............................................................................................ 23

C0.\11' ' ·' " AGIU'.DIL\T OF C1sn IUO\ l.OClST!CS LLC
                                                                   P \CE   ii




                                                                                                                                                     CALCE01480
                                                                                                                                                        MR.040
     l 2.3.         Optional Redemption of l'vlembership Interest.. .................................................... 24
     12.4.          Status oi" Fonner Member ...................................................................................... 24

ARTICLE XIII WINDING lJP AND TERMINATION ......................................................... 2-t
  l 3.1.  Events Requiring Winding Up .............................................................................. 24
     13.2.          Winding Up Procedut'cs ........................................................................................ 24
     Ll.3.          Continuation Without Winding Up ....................................................................... 25
     114             Liquidation of Assets and Application and Distrihulion nf Proceeds ................... 25
     13.5.          Certificate of Termination ..................................................................................... 26
     l 3.6.         Rcinstaletncnt ........................................................................................................ 26

ARTICLE XIV VAl,U1\TION .................................................................................................. 26
  l4. l.                             or
          foir Value Company Property .......................................................................... 26
  14.2.   Fair Value of Membership Interest. ...................................................................... 27

ARTJC:LE XV (;ENERAI, PllOVISJONS .............................................................................. 28
  15. I.   J\n1end1ncnts.......................................................................................................... 2 8
   15.2.   Notice .................................................................................................................... 28
   l 5.3.  Governing Law; Consent to Jurisdlction ............................................................... 29
  15.4.    Waiver ................................................................................................................... 29
  15.5.    l ~ntire 1\grcc1nent .................................................................................................. 29
   15.6.   Successors and Assigns ......................................................................................... 29
   15.7.   ·rhird-Parties .......................................................................................................... 29
   15.8.   Scverabi!ity ............................................................................................................ 29
  15.9.    Construction .......................................................................................................... 29
   15.10.  Execution of Agreement ..................... ., ................................................................. 30
   15.11.  Further Assurances ................................................................................................ 30
   15.12.  Po\vcr of 1\ttorney ................................................................................................. 30

EXHIBIT A MEMBEHS' CONTRIBUTIONS AND PERCENTAGE INTEl{ESTS ......... 32

EXHIHIT B SPOUSAL .JOIN DER AND CO!\SENT ............................................................... l

APPl•:NDIX A PRINCIPLES OF ALLOCATION ............................................................... A-t
   A.l      lntroduction ......................................................................................... " .............. 1\-l
   A.2      Definitions ........................................................................................................... A·\
   A3       Capital Accounts ............................................................................... .................. A-4
   A.4      Allocations of Net Profit and Nel Loss ............................................................... 1\-5
     AS              ·rax Allocations ................................................................................................... .1\-8




Cm1l'.\'\ Ac1u:Dus1 or CD irmo\ Lo(;1sncs LLC
                                                                  r.\(;~:   iii




                                                                                                                                                  CALCE01481
                                                                                                                                                     MR.041
                                    COM PANY AGREEMENT
                                             OF
                                  CENT URION LOGISTICS LLC

        Th is agreement ("Agreement'') is entered into el't"ective HS  or    September 18. 201] (the
""IJfoctive Date"). by the persons identilied 0 11 the signature pag,e(s) hereo f.

                                           RECITALS

       1\.      rhe Company was fo rmed pursuant to a Certificate 0r Formation lilcd with             th~
Sccn:tary of State of the Stale or Tcxas effective as ol'S1;ptcmber 16. 2013.

         13.   I hl' parties desire to provide for the regulation <'Intl managemerH of the affairs or
th\.! Company accorJing to this Agreement and the Code.

       NOW, l'I IEREFORE, the parties agree as fo llows:

                                          ARTICLE I
                                          DEFI NITIONS

        1.1.   Defined Ter111s.

        I he following definitions and the defrnitions sci forth in Appendix A to this Agreement.
apply to the terms used in this Agreement Cor· all purposes.

       ··Additionul Capital Contribution" means the sum of cash and the Fair Value or art)'
property contributed to the Company \'v ith respect to a Membership Interest as permitted under
this Agreement. but docs 1101 include an Initial Capital Co11lrib111io11.

       ·Additional Member" means a person whll nt:quires a Membersh ip Interest from the
Company in exchange for a Capital Contribution and is admitted to the Compnny as a Member
pursuant to Section I 1.2 artcr the Effective Date.

       ··Arfiliatc'' means a person who di rectly or indirectly contro ls. is controlled by. or is
under common control with the person in question.

       "Agrei.:ment" means this Agreement. as it ma) he amended. supplemcmed or restated
from time lo time.

       "Assig,ni.£' means a person to who111 a Membership lnten.:st has been transferred by tt
Member or Assignee in a Permitted Transfer. or in a Prohibited I rrmsfer that the Compan} is
required by la\\ to recognize. but who has not become a 1ember.

        "Capital Contributi on" means the sum or the Initial Capital Contribution tmd Additiona l
Capitul Contributions. if a ll). with respect to a Membership l ntl?I'C'il.


                                                                                             Ex 1111111 /\
                                                                                      11~()84~\2   2111201,1


                                                                                                               CALCE01482
                                                                                                                  MR.042
     ""Certificate or Formation·· me::ins thl: ccrti licnte or lormatio11 li led with respect to tht:
Company as provided in Section 2. 1. as such certificate may be corrected. amended. or restated.

     ··ce11ilicate or Membership Interest" means a certificate rcpn:scnting each Membe(s
Mcmhersb ip Interest in a form approved by 1hc Mnnagers.

       ··code·· means the Texas 13usiness Orgnnizations Code. as amended from time to time.
nnd any successor law,

      ··companv··          m eA n s   the limi ted liability company fo rmed   plll'S U\llll lo   the Certificate    or
Formation.

        "Control" means the possession. directly M indirectly. of the power to direct or cause thi.:
direction of lhc managenhml and policies or a person. whether through ownership of voting
securities. by contrnct. m otherwise.

         "Damages" means any expense or loss (including any court costs, judgment. or
settlement payment, penalty. fine, tax, and reasonable attorney"s fees or other di spute resolution
costs ) pa id or i11cmrcd in connection with or us H consequence of any Proceed ing. net of any
insurance or other recoveries received by thiJ lndcmniliecl Party with respec t to the foregoing.

         ··Distributable Cash.. means the cash and cash equ ivalents held by t.he Company
(dctermined in accordance with its accounting policies lbr reporting cash !lows), less any amount
o l' such cash that the Managers determine shoulu be reLained for the nwso1iable currcnl and
future needs of the Company business.

         ··f:ffective Date·· means the effccti\'c dale of thi s Agreemcm as set fo rth                         111   the
i1Hroductio11 to this Agreement.

        "Fair Value" means, with respect to an asset. its Fair Value tktcrmined according to
Article X I V.

     ··Formation Oat..:·· means the effecti \'c date M the original Certificate               or Formation or the
Company.

          ··Jndemnilicd Person·· means (a) a Member or Ass i gnee~ (b) a Mn11nger. (c) a Liquidator
(i t' any): (d) any Afliliate or the Compan). a Member or Assignee. n Manager. or a Liquidator:
and (e) any governing person. officer. employee. agent. or owner or the Company. a Member or
Assignee, a Manager, a Liquidator. or any A f!i liatc or any of the fo regoing. J\ person is un
lndemniiied Person whether or not such p~r:so n h<i · the s latus required to be a 11 lndenmificd
Pt:rson at the time any Proceeding is mm.le or maintai ned as described in Article VI or at the time
any amendment to this Agreemt!nt is proposed 1111dcr Section 15.1.

          "Index Rate" means the rate spec ified in section 302.002 or the Texas rinance Code.



C 0\11',\ \\ A G llt:f'. \ H.\I 0 1 C..' rl Hl 0" LOG IS I H'S LLC                                          EX llllll I' A
                                                                                                     1150848,21 12 21'14




                                                                                                                             CALCE01483
                                                                                                                                MR.043
       ··[nitial Capital Contribution'' means the sum of any cash and the Fair Value of any
property contributed to the Company by a Member with respect to a Membership Interest in
connection with the original issuance of the Membership Interest by the Company as set forth on
Exhibit A or determined pursuant to Section 11.2.



        '"LR.(,'_," means the Internal Revenue Code ol' 1986. as amended. or any successor thereto.

        "Liquidator'' is defined in Section 13.2(b).

        '"Manager'" means the person designated as manager of the Company in the Certificate or
l,.ormation. any person who becomes a Manager hereunder_ including a replacement !Vlanagcr.
and the Members when they arc acting pursuant to Section 5.7(e), in each case in such pcrson ·s
capacity as Manager and for the period that such person has such capacity. ··Managers" means all
persons that arc design&ti::d ns <\ Ivlanagcr. collectively.

       ·'Mandatory Distribution" means any distribution that a Member is entitled to receive and
as to which the Member has attained the status of a creditor under Section I 01.207 of the Code.

       .. Member" means any person identified as a member on Lxhibit A, and any other person
who becomes a mcrnher ot' the Company pursuant to this Agreement. who has not ceased to be a
tv1embcr. ·'Members·· means all persons that arc Members, collectively.

        "Member Notes" is defined in Section 3.6.

        "Membership Interest'' means a Member"s or Assignee's economic interest in the
Company. The term includes the Member's or Assignee's right to rc:ceive allocations or profits
and losses Md distributions as described in Article IV, and other i"ights and obligations under this
Agreement or the Code of an Assignee who bas not bccn admitted as a Member. but does not
include any right to participate rn management or any other right reserved under this Agreement
or the Code exclusively to a Member.

         ··Percentage Interest"" means, as to any rvlernber or Assignee. the tv!embership Interest of
th\.'. Member or Assignee expressed as a percentage. \Vhich percentage shall be determined from
time lo time by dividing the number of Units held by such Member or Assignee by the Cnils held
by a\'1 Members and Assignees.

       ··Per111iued Transfer'" means any transfer of a Membership Intcrest that      rs described              in
Section I0.2.

       "'Proceeding'· means (a) any threatened. pending. or completed action or other
proceeding. whether civiL criminaL administrative, arbitrative. or investigative: (b) an appeal or
any such proccedjng: and (c) mt inquiry or investigation !hat col!ld lead to any sueh proceeding.



CO\IP,\:'>' ,\Glu:nH:Sr m CC\j l f!IO;\ l,()(;ISTIC"S LLC                                       F:~llllll'I'   A
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                                                                                                                     CALCE01484
                                                                                                                        MR.044
        ··Prohibited Transfer" means any lnmsfcr of a lvfembcrsliip !n1ercst that is not a Perm ilted
Transt'er.

        "Requisite Perccnta~e·· means one or more Members owning more than seventy ~Ive
percent ( 75.0%) oC the Percentage Interests owned by all t-.1le111bers entitled to vote on the
particular issue.

        ··substituted    M~rnbt!r ..
                                means a person who is admitted as a Nfernher to the Company
pursuant to Section 11.1 with respect to the transfer of an existil1g rvkrnbership Interest.

        ··Units" means units of Membership Interest in the Comp11ny.

        1.2.    Usag~.


        In this Agreement. unless a clear contrary intention appears:

        (a)     the singular number includes the plural number and vice versa:

       (b)     refei·cnce to any person includes such person's successors and assigns but, ii.
applicable, only if such successors and assigns arc not prohibited by this Agreement, and
rdcrencc to a pcr.-;on in a particular capacity excludes such person in any other cupacity or
indiv:duatty;

        (c)     reference to any gender includes the othc1· gender and the neuter;

      (d)    rckrencc to any agreement or other document means such agreement or other
document as amended or modified and in effect from time to time;

        (c)     relercnce \o any sUHute, regulation. or other legal requirement means such legal
requi1·eme11t as amended. modified, codilied, replaced, or reenacted. in whole or in purl, and in
cffec~ from time to time. including rules and regulations promulgated thereunder. and refcn:nce
Lo any section or other provision of any legal requirement meims !hat provision of »uch legal
requirement Crom time to time in effect and constituting the substantive amendment,
modltication, codification. replacement, or reenactment of such section ()f other provision:

       (t)     "hereunder." '"hereof:' '"hereto:· and words of similar import refer to this
;\grccment as a whole <llld not to any particular Article, Section. or other provision herco(

         (g)    .. inclL1ding" (and with correlative meaning ··include") means inc\Liding without
limi ting the generality of any description preceding such term:

         (h)    ..or..   is used in the i11clusive sense of ..and/or"':

        (i)     with respect to the determination of any period o( time. ··from.. 111cans ··frmn and
including'" and ··to"' means ..to but excluding"; nnd


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                                                                                                               CALCE01485
                                                                                                                  MR.045
      (j)     relcn:.-11ccs to agree111ents or other documents refor as wel l in nil addenda. exhibits.
schcduks, or amendrnt> nls thereto.

                                                ARTICLE II
                                         ORGAN IZATIONA L MATTERS

      2. 1.   Formation. rhe Comprul) \HIS formed pursuant lo !he Ccl'liticntc of Formation or
the Company filed with the l't!xas Secretary of State effecti ve as oft he Formation Date.

        2.2.   Name. The Company"s name is as set forth in the Cert ification or Formation.
The Managers may change the Company name at any time without the apprnvu l of any Member
by liling a Certificate of ;\111cndment. fhe Managers shall provide notice or the change to all
Members. -n1c Company's business may be cuntlndcd under its name and/or any other name or
names deemed advisable by lhe Managers. The Man<1gers shaU cause to be executed and fi led of
record all assumed or fictitious name certificates required by la\\.

         1 "·
         -·-'       Registered Office and A!!ent Principal 011ice.

       (a)    The stree t address of the initial registered office o f the Compan) in Texas and the
nnme of the initial registered agent or the Compuny are as set l'orth in the Certificate or
Formation. The Managers may change the Company's registered oflice m registered agent tlt
any time by liling a Change of Registered Agent and/or Registered Office as provided in the
Code. The Managers shall pro\'ide notice orthe change to all Members.

         (b)     fhe address or the principal onice of the Company in thl? United States where
rt.:cords are to be kept or made avai lable under Section 101.501 of' the Code shall be as
determined by the Manag.crs. The Managers may change the Company's principal office in the
llnitt:d States at any tline ttpon notice to the Members. The Company shall keep at its registered
olfa.:e and make available to a Member on re11so1wble request the street address or the
Company's principa l oftic0 in the United States.

       2.4. Term. The Company will ex ist pcrpctunlly and will continue until term inated in
accordance with Article XIII.

       2.5.   Purposes. I he purposes of the                     Co mpan~   are to cngag.c in uny activities that arc
permitted under applicable laws.

       2.6.    Powers. Subject to any limirutions in thi s Agreement. the Company may exercise
the power to do any and nil acts reasonably rclat~'d to its purposes.

          2.7.      Compnnv Property.

        (a)    /\ II Compan) pro pert) shall be O\\ ncd in the name ol" the Compan~ and not in the
name of any Member. No Member or Assignee \\ ill hfl\ e an} inleresl in such Company property
solel) by reason-ol'the Member' s status as a Member.


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                                                                                                                                  CALCE01486
                                                                                                                                     MR.046
       (b)     The i\-lanagers shall deposit or invest all fonds of the Company in an account or
accounts in the name of the Company. No funds other than the funds of the Co111pany ma:y be
deposited therein. The funds in such accounts shall be used e,Xclusivcly for the business of the
Company (including distributions to the Members) 11nd may be withdrmvn only by persons
approved by the Managers.

          2.8.    Initial Member$.. In connection with the formation of tire Company, the persons
executing this Agreement as of the Effective Date ("Initial Members'') arc mimitted to th0
Company as Members. The number of Units held by each of the Initial Members as or the
1--:ffeetivc Date arc set forth next to the Initial Members~ nmncs on Exhibit ..A.''

        2.9.   Consent of Members. Each person executing this Agreement consents to the
admission as members in the Company all of' the Initial Members and all other persons who are
Members as of the date such person executes this Agreement and further consents Lo the issuance
of additional U11its as provided in Section 2.9.

         2.. l 0 Status of !vlanagers and Members. Lxeept as otherwise provided by this
Agreement, the tv1anagers have the status, rights. and obligations of a manager in a lim:ted
liability company as set forth in the Code, and each Member has the status, rights, and
obligations of a member in a limited liability company as set fo1th in the Code.

        2.11 . Unit Certificates. Each Me111bcr"s Units may be represented by a Unit Certificate.
If Unit Certificates are issued, each Unit Certificate shall be number<.!d and registered in the
records of the Company as they are issued, and signed by any of the Managers. The holder or
any Unit Certificate shall promptly 11otit)· the Company of any loss or destruction of the
certificate, and the Managers shall cause a replacement certificate to be issued to the holder upmt
receipt or satisfactory evidence ol' the kiss. destruction. or mutilation or the certificate and
satisfaction of other reasonable conditions.

        2.12. 1\o State Lav,' Partnership. The Members inknd that the Company is not a
partnership or joint venture,. and that no Manager or Member is a partner or a joinL \·enture1· of
any other Manager or Member for any purposes other than income tax purposes. No provision
of this Agreement may be construed to suggest otherwise.

                                  ARTICLE III
                    CAPITAL CONTJUBlJTIONS; CAPITAL ACCOUNTS

         3. I.    Initial Capital Contributions. Each Mernber" s Initial Capital ContribLttion is set
f(}1th DllEx hi bit A.

        3.2.    Additional Capital Contributions. A Member is not required lo tnake Additional
Capital Contributions to the Company. No Member has the right ot is permitted to make
Additional Capital Contributions unless (a) all of the lvfanagers and a Requisite Percentage
approves sLtch -Additional Capital Contribution after notice to all Members of (i) the amount ol'
\he 1\dditional Capital Contribution to be made and (ii} other material information relevant to the

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                                                                                                                  CALCE01487
                                                                                                                     MR.047
proposed Additional Capital Contribution. and (b) all Members arc afforded an opportunity to
participak in the Addi tional Capital Contribution in accordance with their rclath e Percentage
Interests.

       3.J. Capital Accounts. The Company shall establish a separate Capital Account for
each Member and Assignee. The Capita l Accounts shall be maintai ned accord ing to the
provisions oi' Ap_pcndix !\.

        JA.       No Right to Return o f or Interest on Capital /\ccouut. No Member may demand
or receive lllc return of its Capiwl Contribution or· any portion o f i.ts Capital Account. except as
provided in thi s Agreement and lhe Code. The Managers do not bave any personal liability lor
the repayment of any Capital Contributions of any t!ember. No interest \Yill accrnc or be paid
with respc<.:t to the Capi tal Corltrlhutions or Capital Account o l' any Member.

         3.5.     Member Loans. Su ~ject lo the approva l of nil ol' the Managers, the Company 11Hl)
borrow money from one or mon: Members Lo the extent the Managers deem Hppropriate to the
Clilld uct or the Ct)lllpany business 011 tenns that comply wi th the requ irements or Section 5.6(c)
(re lating to related party trnnsactions). The amlH111 l of any loan made to the Company by a
Member \\ ii I not constitute a Capital Contribution or othern ise affect such Member" s C'npitnl
Account or Membershir Lnten::st.

         3.6.    Member Notes. In connection with the execution or thi s Agreement. the
Company expects to issue promissol') 1wtes to certain Members in connection with assets that
rile Members have trnnsfcrred 10 the Company or expenses that the Members have incurred on
behalr or the Company ("Member Notes"). For Cc:deral income tnx purposes. the Members
intend thnt each Member Note be characterized as a preferred membership interest (equity) in the
Company. thnt a holder's right to any interest or original issllc discount on the Member 1 ote be
charnctcriled as a right to a distributi ve share of Company income and not as a guara111t•ed
payment under l.R.C'. Section 707(c ). and th al all payments with respect Lo the Member Note be
cha111ctcrized as a distribution \\ ith respect to a membership interest. Allocations of profit or loss
and lax items as pro,·ided in Section 4.1 and Section A.5 or Appendix 1\ sha ll be aqjusted as
necessary, as determined by lh\! Managers, l o rctkct Lhe preferred membership interest dccmt!d
to be held by the holders of the Member Notes. 1:or thi s purpose. the fvkmbers intend that only
net profit or nel loss. and onl) net taxable income or loss (rather than items thereof). for an)
all ocation period wil l be nllrn:ated with res pect to the Member otes. fo r exampk, irthere is net
\frxable income fo r the period from Lhe issue date o f the Member Notes through the end ol' 2009.
it is intenckd that such net wxnble income \\"ill be nllocated to the Member Notes holders to the
extent or nny accrued interest or original issue discoum on the Member Notes. und If there is a
11 ~t taxable loss for s uch period, it is intended that such net taxable loss will be ul locmed first to
the Members to the extent ol' their Capital Contdfrntions fi nd then 10 the holders or the Member
Notes.




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                                                                                                                        CALCE01488
                                                                                                                           MR.048
                                   ARTICLE IV
                           ALLOCATIONS AND lllSTRIBUTIONS

       4. l . ~!location of Profit or Loss. Subject to Section_~Q. Company profits and losses
shall be allocated among the l'vkmbcrs and Assignees in accordance with the provisions of
Appendix A or as is determined by the Managers. The l\ilembcrs are aware of the income tax
conscq uences 0 r the allocul i(.rns.

       4.2 .   Distributions of Distributable Cash .

         (a)     Except as otherwise provided in Section 4.3 (rdating to \Vithholding), Section 4.4
(relating to Einitatiolls on distributions). or Section 13.4 (relating to liquidating distributions).
any Distributable Cash shall be: distributed not later than the 3011' day after the end of each fiscal
((L1arter to the Members and Assignees according to their Percentage Interests unless othcnvise
determined by the Managers. The Managers may provide for a record date with respect m
distributions.

        (b)    To Lhe extent it may lawfully do so. the Company shall make distributions to
Members and Assignees in accordance with Section 4.2(a) and Section ! 3.4(a)(iii) at such times
and in such nrnounts as the ivfanagers determine is sufficient to enable Members and Assignees
t<) make payments of tax due (including any applicable interest and penalties) with respect to
their allocable shares ol' the Company's taxable income. Unless the Managet's determine
otherwise. the taxes due ti..w each Member and Assignee shall be calculated by assu111ing that the
Jvfember or Assignee is an individual taxed at the highest lax rate <lppl icable to the type ol'
income involved.

        4.3_ Withholding. The Company shall withhold from distributions, or pay on behalf of
a :-.1cmber or Assignee, all amounts that the Managers detennir\e the Company is required to
withhold or pay on behalf ol' sueh person (including tt:dcral and state income lax withholding).
All amounts so withheld from distributions are deemed to have heen distributed to the person
otherwise entitled to receive the amount so withheld. To the extent an amount is paid by the
Company on hehalf of a Member or Assignee but not vvithheld from a distribution. the amount
paid constitutes <\ loan to such Member or Assignee. Such loan bears interest at the Index Rate
and is repayable on demand or. at the election of the Managers. is repayable out of distributions
to which such Member or i\ssigncc would otherwise be entitled.

        4.4.   Limitation on Distributions.

        (a)     The Company may not niake a distribution to a Member or Assignee if it would
r1;11der the Company insolvent. determined in accordance with Section 101 .206 of the Code. A
Mt:mb~r 01· Assignee \vho receives a distribution in violation or Section l 01.206 of the Code is
not required to return the distribution except as required in Section I 01.206 of the Code.

       (b)     1·11e Members shall look solely to the assets of the Company for any distributions,
including liquidating distributions. If the assets of the Company remaining after the payment or

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                                                                                                                     CALCE01489
                                                                                                                        MR.049
discharge, or the provision !'or payment or discharge, ot' the Company liabilities are insufficient
to make any distributions, no 0.'fember has any recourse against the separate assets of any o'. hcr
:Vkmbcr.

        4.5. No Right to Partition or Distributions in Kind. No Member has any right, and
waives any right that it might 'Othcnvise have. to cause any Company property to be partitioned
and/or distributed in kind. Except as provided in Section l_J .4( d) (relating to liquidating
dis1r(butions), the Company may not make any distributions in kind.

                                                  ARTICLE V
                                                 MANAGEMENT

         5.1.     Management and Control of Company Business.

       (a)    Subject to the limitations set forth in this .Agreement. the Managers bavc
exclusive authority to manage and conduct the Company' s business. The Managers shalJ do all
things appropriate to carry mtt the Company's purpose. Except as otherwise provided in. this
Agreement, al! actions that the Managers may lake and all determinations that the Managers may
inake pursuant to this Agreement rnny be taken and made in the absolute discretion of the
MarnJgers.

         (b)     The initial ivlanagcrs of the Company are; John Ca\ce. Antonio Albnnese, and
Marc Marrocco. Each Manager will serve as a Manager until his successor is appointed pursuant
to Si;:ction 5.7(t).

       (c)     The Members may not take rart in the management or control or the Company
business or bind the Company in their capacity <is Members. A Member may have the status of a
Man<iger or governing person or a Manager or the Company and may possess and exercise the
powers and authority nssociatcd with such status.

         (d)    l'vleetings of the fv1anagcrs shall be held from time to time as determined by the
Manage~.    Managers may particirate ln any meeting by means or video or audio conferencing or
similar communications equipment where.by all Managers can hear each other. No notice of any
meeting of the Managers is required to be given. At all meetings of Managers. the presence of a
majo:·ity of the Managers shall be necessary and sufflcient to constitute a quorum for t11e
transaction or business unless a greater number is required by this Agreement, la\v or the
Certiticate of formation. Fach Manager will have one vote, 1:xcept as otherwise provided in
this Agreement. the act of a majority of the Managers present at a meeting at which a quorum is
present shall be the act of the Managers. If a quonun shal I not be present at -any meeting or
Managers, the Managers present may adjourn the mee1ing from time to time, \Vithout notice
othef than announcement at the meeting, until a quorum shall be present.

       (e)    Any action reqt1ired by the C ode to be taken at any annual or special meeting of
Managers. or any action wl1ich rnay be taken nt any annual or special meeting of '.vfanagers. may
be taken without a meeting. 'vithm1t prior notice. nnd without a vote. if a consent or consen;s in

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                                                                                                                CALCE01490
                                                                                                                   MR.050
writi ng, setting fo rth the action so taken, shall be signed by Managers having not fe\\'er thnn thi.:
minimum number orvotes req uired lo approve such act ion under the Code, the C'ertilicate or this
Agreement. A focs imi le or simi lar reproduction of a writing signed by a Manager. shall be
regarded as signed by the Managers for purposes of this Section 5. 1(e).

          5.2.      Delegation of Authority.

       (a)     The Managers may cause the Company to hire employees and agents. and mny
delegate to such persons any of its authority here under. as the Managers deems appropriate fur
the conduct of the Co1:npany · s business.

         (b)     The Managers may nppoi nt officers or the Company as the Managers deem
appropriate. The officers may be appo inted fo r such terms and may exercise such powers and
authority and perform such duties as determined by the Managers. An oflicer need not be a
Member of the Company. Any two or more offices may be held by the same person. Any
ofli cer elected oi· appointed by the Managers may be removed. with or without cause. al any ti nee
by the Managers. Each officer will hold ofti ce until his successor is chosen amt is qt1alificd in
his stead. or until his death, resignation. or removal fro m office. Any vaca ncy in an office
because of death, resignation, removal, or otherwise may be filled by a person appointed by the
Mrmagers. An orficer has Lhe snme fiduciary duties as a Mannger as descri bed in Section 5.6.

        5.3.   Reliauce. Persons dealing with the Company may re ly concl usively on the
authority of the Ma nagers as set forth in thi s Agreement. 8very document executed by a
Manager wilb respect to a11y business or property o [ the Company is conclusive evidence in
favor or any person relying on the document lhal (a) al the time 0 r the execution and delivery or
the document this Ag1·ee111ent was eftective, (b) the document was executed in accordance wi th
th is Agreemen t and is binding upon the Company. and (c) the Manager \vas authorized 10
execute and deliver the document on behalr of the Company.

        5.4.     Compensation and Expenses or Members and 1v!anagers. Members and Managers
are not ent itled to any salary, fee, or otber remuaeralion (other than distributions with respect to
the Member's Membershi p Interest) fo r providing property or services or other consiclerali on to
or for the benelit or the Company in their capacity as a Member ll r Manager. except that the
Managers are entitled lo re imbursement from the Company fo r reasonable oul-ol:pockct
expenses paid or incurred on behalf' or the Company. The Company shall pay all out-of-pocket
costs incurl'ed in organizing tbe Company. This Section 5.5 does not limit or enlarge the
Mrmager's or a Member's rights to li abili ty protection or indemni licat ion under Article VI, and
does not limit the Company's abi li ty lo enter into tra nsactions with Members in thei r capacities
other than as Membe rs in accordance with Section 5.6(c ).

          5 .5.      Standards of Manm.!,er and Member Conduct.

      {a)     In General. Each Mrnrnger shall manage and conduct the Cornpnny"s business in
good faith and in a manner the Mam1ger reasonably believes to be in the Compuny's besL


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                                                                                                                       CALCE01491
                                                                                                                          MR.051
interest. A ~vtanager docs not violate its obligations under this Section 5.6(a) or· the Code unless
the Nlanagcr engages in conduct described in Section 6.3(a) (relating tn improper conduct),

        (b}     Outside Activities of Managers and Members. Each iv1anagcr shall devote to the
Company's alfairs only such time and n:somccs as the Managers deem necessary for the conduct
and winding up of the Company business. The Managers and Members or their Assignees may
engage il} or have an interest in other business ventures of every nature and description,
imlepL:11dently or with others. i11duding the ownership and opernti011 ol' busim:sse-:; :-;itnilar tu or
in competition with. directly or indirectly, the Company. Neither the Company nor any Member
or i\s5[gnee has. solely <IS a result ot' such person's interest in the Company, any right to acquire
any rights in or to any such other business venture or to the income or rrofits derived from any
such other business venture.

        (c)    Related Party Transactions. Except as otherwise provided in this Agreement, the
Managers, \Vhen acting: on behalf of the Company, may purchase property from. sell properly to,
or otherwise deal with any Manager. Member. or J\ssignee, acting on its o\vn behalf. or any
Affiliate of any Manager, Member. or Assignee, btit any such tr~msaction shall be on terms t!141t
are no less favorable to the Company than if Lhe transaction had been entered into with an
independent third party. No provision or this Agreement requires disclosure of any transaction
lo, and approval of the transaction by. any disietcresled governing, persons of the Company or
the tvkmbers as provided in Section l 01.255 of the Code.

         5.6,       Resignation. Removal, nnd Replm:ement of Manager.

         (a)     Resignation. ;\ Manager may resign as manager of th1; Company only upon
no tire to all Members. If there is no resignation. date specified in the notice. or if the specified
date is earlier than 90 days following the date the notice is given to tvtcmbers (..notice date"), 1he
Manager's resignation is effective on the 9011i duy follo\ving the notice dale. If the specified
resignation date is later than 180 days alter the notice date, the Manager's resignation is effective
on the 180'1' day fol\O\ving the notil:e date. !\ Manager is deemed to have resigned as manager of
the Company upon the following events:

                    (i) any event specified in Section 153.155(<1)(4} or Section 153. 155(a)(5) or
        the Code (relating to bankruptcy or insolvency proceedings wi1h respect to a general
        partner). applied as if tl1e Manager were a general partner:

                 (ii)    if the Manager is an individual. the Manager' s death, the appointment of a
         guardian or general conservator for the Manager, or a judicial determination that the
         Manager is. incapable of per!onning the Manager's duties under the Agreement: or

                 (iii)   if the tv{anagcr is an entity, the termination   or 1he lvlanager's existence or
         suspension of the Manager's right to do business.




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                                                                                                                    CALCE01492
                                                                                                                       MR.052
        (b)     Removal for Cause. A Manager may be rcmo\'ed as rnanagc1· ol' the Compan)
onl) llpon the nflirmati\·e Oil: or a Requisite Percentage if there is cause for remo,·al as speci fieu
in Section 5. 7(c) and the Company has rece ived a written opinion of counsel that:

               (i)     cause fo r removal as speci licd in Section 5.7(.U exists: and

              (ii)     the n.:moval of the Manager is not prohibited under any loan agreements.
       contmcts. or other applicable legal requirements.

        (<.:)  Ddinition or Cause.        Cause fo r removal l'Xists only ir one or more             or lhi:
l'ollowing comii tions has occurred:

               Cil     there has been a change in Control    or the Manager:
                (ii)   a tinal judgment or H coun of compelentjuri ·diction has been entered thnt
       the Manager's removal is necessary to comply with any requirements, conditions, or
       guiddines contai11ed in any opin ion, di r0c1ive, order, ruling, or regulation or any federal or
       state agency or judicial authority or contained i11 any l'cdcrnl or state statull.!.

      (d)      Status of fo rmer Manager. /\ Manager \\ho has resigned in violation of this
Agreement  0 1· who has been removed has the status of' an J\ssignce with respecr lo any
Mcmber~h ip Interest held by the former Mm1uger.

       ( e)   Interim Management.        Duri ng the period lhal the Members mny elect a
replacement Manager as provided in Section 5.7(1) and prior lo such election (or an election 10
\\ind up the Company). the Members may by vote of a Requisite Percentage appoint an interim
manager having authority to manage and cond uct the Company"s business as the Manager as
provided herein. Ir an interim Manager is not appointed. the authority to manage and conduct
lht! Cornpany·s business is vested in the Members who may act b)1 vote of a Requisite
Percentage. and -.vho may by vote of a Requisite Pcrcentnge appoi111 n com mittee or one or more
persons lo excrcise the authority of the Manager until such lime as a replacement Manager is
elected or the Company commences winding up. The Members shall lilc any required
amendment · lo this Agreement or Lhe Certi ficale of Formation to reflect lhe resignation or
removal or the rormer Manager and the appointment of the interim Manager or the conversion of
the Company to a member-managed limited li11bility company, and all Members approve any
such amendments.

         (I)      Election or Ri.:plaeement Manngcr. l fa Manugcr dies. is disabled. resigns. or is
remo\'ed ns 1hc manager of the Company. "ithin 90 days IOI lo\\ ing such demh. disablement.
resignati(111 or re moval a Requisite Percentage may elecl a ri.:'placement Manager ol" the Company
cffccti ve as ol' the date or the fo rmer Manager· s death, d isnble111cnt. resignation. or removal. The
Managi:rs shal l lile any requ ired amendmen ts tt1 thi s Agreement lo renect the denth. d i sablcm~nt.
resignation, or removal of' the fmrner Manager and the election urthe replace1m:nt Manager.




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                                                                                                                    CALCE01493
                                                                                                                       MR.053
                                           ARTICLE VI
                                 LIA BILITY AND INDEMNIFICATlON

          G. I. I.imitation or LiabiliL\. No Member or Manager is liable fo r any debts.
obligations. or liabilities of the Company. Su~jcct to Section 6.3. a11 lndem nilicd Person is 1101
liable to the Company or an> other Indenmi lied Person for an) Damages arising from an)
Proceeding rela1ing to the conduct of the Company·s business or rdating to nny at:l or omission
by the Indemnified Person within the scope or the Indemnified Person's ;;1uthority in the course
of th\'! Company's business, including any breach or any fiduciary duties. or for any misconduct
M negligence on the part or any other person who is an e111ployee or agent or the Company.


       6.2.    lndc111nification by Cornpan\ . ·1Cl the fu llest extent permitted by applicable la\ .
and subject Lo Section 6.3. the Company indemnifies and holds hnnnkss each lndenrnilied
Person from and against any Damages arising from any Proceeding rclnting lo the conduct or the
Company·s business or to any act or omission b. such Indemnified Person within the scope or
the Indemnified Pcrson·s authority in the course of the Compan>·s business or for an}
misconduct or negligence on the part or any other person that is an employee or agent of the
Company. An Indemn ified Person· s expenses paid or in(;urred in defend ing itself against an)
Proceeding shall be reilllbmsed as paid or incurred. The right to inde11111ifi1.:atio11 confe rred in
this Article VI is not exclusive or any other right that any person may have or hereafter acquire
under any statute, agreement. vote of Members, or otherwise.

         6.J.     Conduct Not Protected.

        (a)    This Article V I does not operate to limit liability or lo indcmnif) a person to thl'
extent the person is found liable pursuant to a final j udgmcnl of a courl of <.:Ompetent jurisdiction
l ~)r:


                  (i)      an ad or omission that involves gross negligence, intentiona l misconduct,
         or a knowi ng violHtion of law:

                 (ii )  o tmnsfer or attempted transfer or all or a porlion of n Membership Interest
         in a Prohibited Tran fer. a Manager's resignation in Yiolation of' Section 5. 7(a}. or a
         Member ceasing to be a Member in' iolauon or Section I?. I(a):

                (ii i) a willful or reckless material breach of this Agreement or any oLht:r
         agreement rcluting to the Company's business; or

                  (iv)     un act or omission for which i11de11111ification is prohibited by law.

          (b)     No provision of this Agreement requi res 1he Company lO puy or incur any amount
!'or which indcmnilication is not permitted under this Article VL

        ( c)   t\11r payments made to or Otl bd mlr or H person who is Inter determined not lo be
emit led to such payments shall be repaid by t'h<:: person to the Compan). The Company mny

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                                                                                                                       CALCE01494
                                                                                                                          MR.054
requi re. as n cond ition tn the paymt'.!111 nf' any amounts pu rsuant to Section 6.2. that thL'
Indemnified Person proviue to the Cornp(lny (i) a wriuen affi rmation by the Indemnified Person
of !he person·s good faith belier that the person has met the standard of conduct necessary for
indemnification under this Section 6.J: and (i i) a \Hillen umlertnl-.ing b) or on behal f of the
Inde111ni fkd Person to repay the amount paid or reimbursed i !" the person has not met that
standurd or if indemnitication is otherwise prohibited by law.

       6.4.    Insurance. rl1c Company may maintain insurance to protect any person ngain 1
any expense, liability. or loss. \\ hether or not the Company would ha\·e the power IO indemnil)
such person against such expense, liabi li ty, or loss under the Code.

       6.5. Sun ival. The indemnities provided for in this Agl'ccment survive the transfer ul'
itn Indemnified Pcrson· s Membership Interest. the ten11ina1ion of 1he pel'son· ::. status as a
tvkm ber or other status giving rise lO classification as an Imkmni lied Person. and the
termination of thi s Agreement nnd the Company.

                                                          ARTICLE VII
                                             BO OKS AN O R ECORDS; RlW OlffS

         7.1 .   Ma intenance or and Access to Books unu Record s. The Compnny shall mainta in
such books and records regarding the Company's business and properties as is reasonabk
includ ing all books and record:; 1~qu i !'ed under the Code. Each Member shall ha\ c access th~reto
during ordinary business hours lo tbe extent and under the conditions provided in thl.! Code.

         7.2.    Fiscal Year. ·1he Company shall adopt the cn lendnr year as ils fiscal yenr !'or
linanc ial and tax accounting purposes.

        7.3.     Financ ial and Operating Reports. As soon as practicable after the end or euch
liscnl year. but in any event nol later lhun 90 days nftcr the end ol' the fiscal year, the Managers
shall dcli\·er lo each Member Rn annual report containin~ the fo ll owi ng:

          (n)  a Company balance sheet as of the encl of such liscnl year. and Compa ny
statements or income. cash !lows. and changes in Members· equity fo r such fisca l year. each in
reasonable detail and [Jrepnrcd according to United Slates generally accepted accounting.
pri111.:iples:

       (b)     a general description of the Compan; ·s ac tivities during such fiscal year and
business plans for the succeeding year; and

          (c)    a stmement of clmnges in the Member's Capital Accoum (sho\\1ng the balance in
tlH: Mernber·s Capi tal !\ccnl!nl as l)I' the beginning of the t'lscHI year. contributions or
distributions dt1ring the yccll'. allocations of prolits and losses during the year, any other
~1dj u s1ments to the Capital J\ i:c:ount bala1ices during the year. and the balance in the C11 pita l
Account as of the end of Lhc ycor).



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                                                                                                               CALCE01495
                                                                                                                  MR.055
       7.4.     rax Reports.

       (!\)    Not later 1ha11 the date (including extt:nsions) for Jiling 1he Con\pany" s tax return
with the Internal Revenue Service (form I065 ), the Managers shall del iver to each person who
was a Member or Assignee at any time during the period covered by the return all information
necessary ror the preparation of such person· s United States fCJcrnl income tax returns. including
a Form 1065 Schedule K- 1 (if applicable).

       (b)     Upon the \\l'illen req uest of any Member or /\ ·signee, the Managers shall delivcl'
to such person information necessary !'or the preparat ion of' any tax returns tlrnt must be ti led hy
such person. including i11km11a1ion necessa ry lo r estimating and paying estimated t11xes.

        7.5. Transmission orCommunications. Each person who holds n J\krnbership Interest
on behalf or. or fr>r the benefit of. another person or persons shall be responsible fo r coll\·eying
any report. notice. or other communi cation received concerning the Company' s nffairs to such
other person or persons.

                                        ARTICLE        vnr
                                         TAX MAT TERS

        8.1. Tax Classilication. The Members intend th<1l lhl! Company be classi fied HS a
partnersh ip fo r federal inl'omc tax purposes. The Managers shall lake all actions as are or may
be reasonably necessary or appropriate to ensure the Co111 po11y is so classi lied (including the
filing or l!lcct ions or tax returns). No Manager, officer. or Member sh alI take any action
inconsistc111 with the t:lassilication or the Company as a partnership for lcdcrnl income tax
purposes.

        8.2. Company Returns. The Managers shall cause the Compan) lo file such tax
returns ns may be req uired by law.

        8.3.   Tax Elections,

         (a)     General. Except as othcrn ise provided in this Agreement. the Managers shall
cause thi:! Company 10 timely make or revoke all elections, and take all ta:< reporting positions.
necessary or desirable for the Company and l o maxim ize the tax benefits 10 the Members. No
elec tion shall be made to have lite Compa1i.. exc luded from the applicatilm of any provision ur
Subchaptcr K or Lhe I. R.C. or any equivalent tax provision in any other ta:-; jurisdiction.

        ( b)     Section 75·1 l~kction. The Co111pnny shal1 make the election rclc m;d to in £.R.C:.
Secti on 75..i. upon the request of any Ml!mber in connection with a transfer or the Member· s
Mem bcrshi p Interest.

         (c}   S11fe I !arbor Election for Conrnensatorv Ml!tnbcrship Interests. If Proposed
T reastir) Regulation 1.83-3( I) is adopted as a temporary or ll11al regulation. the Company shall
make the safe harbor election descri bed in such regulations. nncl the Company and each Member


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                                                                                                                  CALCE01496
                                                                                                                     MR.056
(including anr person to whom an intere t in the Compan) is lransll!t'l'ccl in connection with the
perfornu1111.:c of ser\ ices) shall comp!) "ith all requirements ol'the safe harbor with respect to all
Membership lnterc:sls transferred in cc11mectio11 'vvith the pcrlormance or services while tile
dection remains effective. The Managers shall prepare. execute, and tile any requi red
docu1nentarion to cause the election to bt: effecti,·c. Ille Managers may terminate the safe hnrbor
election nt any time if it determines in ~ood faith that it is in the best interests or the CO IUf>Hll~
and the Members to do so.

       8.-1. Consistent Reporting. Each J\rfember shall, on the Member· s ta:-. returns. treat
ench partnership item (as delined in l.R.C. Section 623 1{a)(3)) in a manner consistent wi th the
treatmem or the item on the Company's return in all res pect~. including 1he amount, timing, and
character of the item. No Member shall file a request !or an administrative Cldjusunenl of
partnershi p items under l.R.C. Section 6227(a) if such request would cause 1he Member"s
treatment orthe item to be im:onsistent with the treatment or the item 011 the Company 's return .

          8.5.      Ta-: Proceedini:ts.

        (u)      The Managers shnll be the Compnny·s tax matters partner as dclinetl in l.R.C.
Section 623 1. and shall take such actions as are required to be designated lhe ta~x matters partner
under applicable ·1rcasury Regulntions. The tax mallers partner shall n:presem the Company in
connect ion with all exami11<1tions o f the Company's tax returns by tax authorit ies. includ ing
adm inistrati ve and judicial proceed ings to contest any proposed adjustments. Subject to Section
8.5(c). the tax mn1te1·s partner has the exclusi vi.: right to conduct Proceedings relating lo
C'ompa11:, taxes and to determine whether the Company (either on its own bcha lr or on bchall' of
the Members) will contest or continue to contest a11y lnx dt:liciencics assessed or proposed to be
assessed by any taxing authority. The tax mailers partner shall keep 1he Members informed on a
timely basis or all material developments with respect lo an) such Proceeding. Each Memhcr
shall cooperate with the tax malters partner and do or refrain fro m doing all things reasonably
requested by tJ1e tax niatters pnrlner with respect to lhe conduct or any Company tax Proceeding.

         (bl     The tax mailers partner may not bind any other ~ ! e mber Ill n selllerncnt agreement
rd,1ting. to laxes without obtaining the written concurrence ot\ uch Member.

        (c)     A n~ dclicienc) for taxes imposed on a Memb~r (including penalties. additions Lo
tax or interest impo~ed with respect to such Laxes) shall be pnid by such Member nnd. if paid or
required lo be p<1 id by the Campany. is rel':overnblc l'n:>1n such Me mber pursuant to Section 4.3 ur
by other legal means.

       (d)     This Section 8.5 and Section 8.6 Sll r\' i\' C' the termination nr Lhe Company and the
termination of any Member's interest in the Company and r~· main bincling for a period or lime
necessary Lo resolve all tax mailers with applicable taxi ng authorities.

        8.6.     Information and Documents lo Company. Each Member shall timdy pro\'ick to
1h1: Company all information and documents thnt such Member is required to provide by
nµplic nblc tnx requi rements. and shall also pro\'idc to the Co111pa11: upon request such additio11al

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                                                                                                                     CALCE01497
                                                                                                                        MR.057
inrormation and documents as the Managers may n:asonably request in co11ncction with the
Cotnpany's cotnpli ance with appl icable l!\X req uirements or fil i11 g of nny permitted tax e l ecti on~.

                                                      ARTICLE IX
                                 MEETINGS ANO VOTI NG OF MEMUF.l~S

         9. 1.      Meetings.

          (a)    Meetings of the Members mny be calletl nt any 1i1ne by the Monogers or b) one or
more Members holding at least 75.0% or the Percentage Interest held by Members. Meeting~
slHl ll be held al the Compa ny's principnl place of business or at suuh other reasonable plat:e set
forth in the notice of the meeting.

       (b)     A ny action lhat may be wkcn at a Members' meeti ng may be taken \\ ithout
holding a meeting if Members having al least the Requisite Percentage interc:;l that would be
necessary to lake the action al a meeting. in which em:h Member entitled to vok on the action is
present and votes. ·ign a \Hillen consent or consents stating the action taken.

        (c)     Except as otherwise prO\ idcd in this /\grcement, meeting notices nnd procedurt:s.
including procedures for obtnining written consents in lieu of'a 1111.:cting. shall be in conformity
with Chaplers 6 and 10 I ( 11) of the Code. Sections l 0 l.353 through J 01.356 or the Codi.:
(relating to quorum and minimum voting requirements) shall not apply 10 the extent such
provisions are inconsistent wi th this Agreement. The Managers ~re solely responsible for
conveni ng and conducting meetings of the Members. conducting. the solicitati on of consents.
                                                                           or
determ ining the vnlidity and effect of responses to any solicitation consents. and determining
01hc1· matters regarding meetings. voting. and consents.

         (d)     Notke of 1hc results of any vote taken at a meeting. or the results or any
solicitation of consents in li0u of a mt:eling. shall be given to the Members not later than ' vi th the
delivery of the nex t fo llmvi ng report of tinaneial information given pursuant to Section 7.3.

       <>.2.  Voting. A Member may vote at a meeting in person. or by a proxy executed in
writing by the Member and received by the Managers prior to the time when the votes or
Members are to be counted. The provisions or the Code pertai ning to the vnlidity and use or
proxies by shareholders or i] corporation govern the validi ty and use or pro~ies given by
Members. Only Members of record on the date of the meeting (or if the vote is conduc1cd
withou1 a meeting then on the dalt: of the notice soliciting the Member consents) may vote.

                                                        ARTICLE X
                                TRANSFER OF MEMBERSlllP INTim ESTS

          l 0. 1.   Li111i1ation 011 Transfers.

         (a)    The term "transfer:· when used in rcl'erenct to a lranster of a Membershi p
l rncrest. means un assignment (whether \Oluntat'ily. in,·oluntmily. ur by operation uf la\\ un<l


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                                                                                                                    CALCE01498
                                                                                                                       MR.058
whether or not effective under this Agreement) or all or any portion of a Member" s or Assignee ·s
Membersh ip Interest. or a11y interest therein, to another person, and incl udes a sale. assignment.
conveyance. gi ft. exchange. or other disposition. a transfer by merger or other business
combinat ion. a transfer pursuanl lo bankruptcy. insolvency, incapacity. or death, and any pledge.
bypothecut ion. or other encumbrance. A redemption or a Member' s or Assignee·s Membership
Interest pursuant to Section 12.J is not a transfer of the Me111bershi p Interest. A transfer does not
include a 1ransfer of a community property or other interest in a Membership Interest from a
fo rmer spouse of a tvlembet' to the Member pursuant lo the death of !hi.! former spouse or in
connection with the termination of the marirn l relationship.

        (b)     No Member may transfer all or any porti.on of its tvlcmbcrship Interest unless the
transfer is a Perrn.itled Trnnsler. /\. transfer of a Membership Intercsl that is not a Perm illed
Transfer is a Prohibited Transfer.

         (c)     A change of Control or any Member conslitules a transfer         or Lhe   Membership
In terest held by such Member.

          I0.2.     Perm itted Transfer of Membership Intercst.

         (a)     A transler of a Membership Interest is a Permilled Transl'er only if the transfer
satis lies the cond.itions set rorth in Section I OJ and is described in one or more nl' the following
paragraphs of lhis Section:

                   (i)        the transfer is approved by al l of the Managers:

               (ii}      ii' the Member is a corporation. the transfer is to a member              \)r   the
         Member' s affilinted group (as defined in I.R.C. Section I504(a));

                 (iii )   ir the Member is a trustee or one or more employee benefit plans. the
        transfer is to a co-trustee or a successor trustee to suc h pl~ans; or

                (iv)    i f the Member is an individual, the lransrer is to 1he Member"s estale.
        testamentary trust, nr lega l representati ve as a result of the Member· s death or
        adjudicat1on of incapacity in managing its person or affairs. or the transler is ton member
        of the Member"s fam ily. directly or in trust.

       (b)     Upnn a Permitted Transfer by a Member or al l of its Membershi p Interest. the
Member ceases to be a Member ns o f the effective elate of the lransJer determined according to
Section I 0.4.

       (c)     Fot purposes of Section 10.2(a)(iv). a Member's family means lhe Me111ber"s
spouse (exc luding a forn1er spouse), children. grandchildren. pm·ents, and gfandpr,lrenls. A
person·s legally adopted chi ld is treated as hi s chi ld,




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                                                                                                                  CALCE01499
                                                                                                                     MR.059
        10.3. Conditions Lo Permitted Trnnslers of' Membership lntcrcsts. Wi thout limiting tlie
Mrnrngcrs· authoril) ll> with hold approval fo r the transfer or a Membersh ip Interest. a transfer
shnll not be a P~ nnittcd Transfer un less the \ilam1gcrs determi n~ tlun ull of the following
conditions are smistied:

        (a)       The transfer complies with all applicable laws. including uny applicable securities


       ( b)     rhc transfer \\ii l not cause the C\1rn1x111) to be 1reMed as other than a partnership
for United States ledernl income tax: purposes.

       (c)   The trnnsl'cr will not cause the Company to be subject to regulation under the
Investment Compa ny /\ct of 1940. as nrnendeJ.

       (d)    The translcr \\ill not cause any as'>ets of the Company to be deemed ..plan assets'·
under the Einplo) ce Retirement Income Security 1\cl of 197-l.

       (e)     The trnnsrer will not result in <1 tern1inalion or the Compn11) under l.R.C. Section
708. unless the Managers determine that such lcnninution wi ll not have nn adverse impact on the
Mt:mbers.

       ( I)    The trans for will not cause the application or the Lax-exempt use property rules or
l.ltC. Sections t68(g)( I )( H) and 168(h) lo the Company or its Members. unless the Managers
determine that such rules wi ll not have an adverse impact on the Members.

        (g)     fhc transferor and transferee ha\'c delivered to the Compnny a1\)' documents thul
tile Managers request to confirm that the transfer satis lies the requirements orthis Agreement. to
gi\'e effect to the trunsle r. and to conlirm the transteree· s agreement lo be bound by this
Agreement ns nn Assignee.

      (h)      If requested by the Managers. thl' Company has received a tnms le r lee in a11
amount determined b) the Mmrngers to be S\ll'liCil.!nt to reimburse the Company for the estimated
expenses like!) to be incurred by the Company in connection with such trnn ·ter.

        I 0.-l.   Effective Date: Distributions.

         (a)      1\ Perm itted Trnnsfer or a Membership Interest is effcctiv1.: as ol' the lirst day or
the calendar month fol lo\ving the calendar rnuntli during \\-hich the Mamtgers receive notice M
such transfer (in such fo rm and manner as the Managers may require) unless the Managers
determine that the transfer should be ef't'cctivC' as of an earlier or later date ( l~ir example. on an)
date 1he1ranslcr is clli:cti ve as a matter ofs1arc la\\. or wherethe notic~ ()ftransfer specilies thm
the tt"ansfer is to be effective on a future date}.




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                                                                                                                          CALCE01500
                                                                                                                             MR.060
         (b)     Distributions with respect to a transrerrcd Membership rntercst tbot arc made
be l'orc lhe effective dale o r the lransrer shall be paid l tl the trans feror. aml uis1ributio11s mad1:
nlh:r such date shull be paid lo lhe Assignee.

          tc)        Effecti ve as or the effective date of n mrnsfer or a Membership Interest. the
Munagcrs shall amend Exhibit A lo reflect the reducti on in the trnnsteror' s Percentage Interest
ancl tl) re fl eel the Assignee· s l'~rcen tage Intercsl.

        (d)     Neither the Company nor the Managers have any liability for making allocations
and distribut ions to the Members dctcrmi ned in acCl>1'dnnce with thi s Section I0.4. whether or
not the Company or the Managers have knowledge ol' uny transler of any Membership Interest.

         I 0.5. Transferor" s Obliuations. !11e transferor or a Membership I ntcrcst \'vho ceases lo
bl.! n Member continues to be obligated wi th respect to its Membership Interest or its status as n
l(rn11er Member ns provided in the Code and appli cable lnw.

        10.6.   Assignee·s Ri~hts and Obliltations.

        Unless an Assignee becomes a Member pursunnt lo Article XL such Assignee shal l not
be entitled to any or the rights granted lti n Member. other than the rights to receive al locatio11:" or
profit. and losses and distributions as ir such Assignee were a Member. to transfer the
Assignee·s Membership Interest (subject to the conditions of this Article X). and to receiYe
reports and inlo rmation as specilied in Article VII. An Assignee or a Membership Interest shall
succeed to the Capita l Contribution or the transferor to the extent or the Membership Interest
transfened. An Assignee is bound by this Agreement irrespective of\ hether lhL" Assignee has
signed or otherwise adopted this Agreement. An Assignee's Membership Jntcrest may be
redeemed at the option or the Managers as provided in S1.:ction 12.3.

        10.7.   Ef'tcct and Conseq uences of' Prohibited Transfer.

        (a)   Except as otherwise required by la\\. the Company and the Managers shall trem a
Pr~)hibitedTransfer ns void and shall reeogniLe 1hc tra nsferor as conti nuing 10 be the owner or
the Membership Interest purported to be transfern:d , If the Company is required by law to
recognize a Prohibited Transfer. the trans force sha ll be treated as on Assignee \\ ith respect to the
  kmbership Interest transferred nnd mn) not be treutcd as <1 Member wil h respect to th..:
ivkmbership 1ntercst transferred unkss admitted as a ~1kmber in accordance with Article XI.

        (b)   The Company may remove the tram;l"eror and Assignee with respect to a
Prohibited Transrer as pro\ ided in Artick x_t I.

        (c)    Tht' trans!e ror und trnnslercc '"iLh respect 10 a Prohibited Transfer shall bejoi ntl)
and severally liable to the Company for, and shall indemni ty and hold the Company hann kss
against. any expense. liability. or loss incmred by the Company (i11cl11ding reasonable legal fees
and C'\penses) as a result or such Iranster. their remo\ al and liquidation ol' their Membership
!ntNcsis (if applicabte). and the efforts to ~nforce the indcrnnit) grnntcd in this Section 10.7C c ).


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                                                                                                                     CALCE01501
                                                                                                                        MR.061
        I 0.8. Agreements of Spouse: Sole Manugcment Conununil) Prnpert\ .

         (fl)    Execution of Spousal .loinder and Consent. The spouse of each Member shall
cxec11 tc an<l deli ve r to the Company a Spousal Joinckr and Consent in the fo rm of E:dtibi t 13.

       ( b)         i\grccmenls of Spouse. The s pOllSC orcuch Member agrees that:

                    (i)    this Agreement is entirely lair, j ust and l:qui tnble and in hi s or her best
      i nlerl'St:

               (ii)   the covenants made in this Agrccmem arc binding on such spouse
      individually and Lhat such spouse is bound by this Agrccmcnt, includ ing insofar as any
      interest such spouse may have nO\\ or lu.:real\er in any 'r\•kmbcrship Interest by reason               or
      the comnHmil} property laws of the State ofl cxas or any other state. or otherwise:

               (iii)   "hene\·er. pursuant to the terms of thi. Agreement. such Member does. or
      is required to. in any manner tnu1sler. plcdg~. or encumber his or her Membersh ip
      Interest. or any imeresl in such Membership Interest. Lo Lhl! Company or an} other person.
      such transfer. pledge. or encumbrance shall include the conunuuil)' prope1ty interest. if
      uny. or such spouse in such Membership lntcn:sl so transforr~cl. pledged. or encumbered;
      and
               (iv)    in the event or the ueath or such spouse. any interest such spouse may
      have now or hereafter in any Membership Interest which conslillltcs comnumity property
      sl10ulcl pass to such Member and. accordingly, such spouse shall wi ll and bequeath such
      s pousc·s entire community property interest, ii" any. in such Membership Interest lo such
      Member.

       (c)          Sole Management Community Property. Ench Member who is a natural person
and his or her spouse agree that s uch Mcrnbc1.. s Mcmbcrship Interest. whether present!) owned
or hereafter acquired, is. if such Membership Interest is community property. community
property subject to the sole management. control, and disposition or such Member.

                                             ARTICLE XI
                                  ADMISSION OF ~EW MEMO•: RS

        I l . I. Substituted Members. An Assignee of a~ kmbcrship Interest shall he admitted as
a Substituted Member with respect to such Mcmbcr!>hip Interest on the date on which all or the
following conditions are satislled:

       (a )         The Managers ha,·c approved in \vriting the ad111ission of the Substituted Mcni bcr.

          (b)       The Assignee has de livered lo the Company any agreements and other docu111c11Ls
that the Managers request to confirm such Ass ignee as a Member in the Company and such
A ss ig n ~c · s agreement to be bound by this Agree111ent as n Member.



                                                                                                  E\ 11 rnn f\
                                                                                          115Ull4X 1 1~l ll/2iil 1




                                                                                                                     CALCE01502
                                                                                                                        MR.062
        (c)      If requested by the ;-,fanagers, the Comp~ny has received un admission fee in an
amount determined by the rvlanagers to be sufficient to reimburse the Company lo.f the estimated
expenses likely to be incurred by the Company in connection with the admission of the Assignee
as a Sltbstitutcd Member.

          I 1.2. 6dditional ivlernbers.

         (11)    ln Genen1l. The. Mtmag<..:rs may cm1se the Company tu ad111il a person as an
Additional Member and issue Additional Units to such Additional Member upon satisfaction of
all of the fol!O\ving conditions.

               (i)   /\. Requisite Percentage l:as approved the admission uf the Additional
       Member alter notice to all Members of (i) the Initial Capitnl Contriblltion to be made by
       the proposed Additional Member, (ii) the effect of the admission on each Partner's
       Percentage Interest. and (iii) other materiaJ information relevant to the proposed
       admission.

                (ii)   The admission of the proposed Additional Member satisfies the applicable
      ..:onditions of Section 10.3.

              (iii) The proposed Additional Member has delivered to the Company any
       agreements and other documents that the Managers request to confirm the person as a
       Member ln the Company and the person's agreement to be bound by this Agreement as a
       Member.

                                             ARTICLE XU
                           WITllDRAWAL OR Irn~IOVAL OF MF.MBERS

          12.1 .   \Vithdrawal of Members.

       (a)    No Member may withdraw from the Company or otherwise cease to be a Member
except upon the following events:

                   (i)     receipt by tht.: Company of a notice of such ~vternbcr's withdrawal fron~ the
       Company:

               (ii)        a transfer of all   or the   Member's Membership Interest in a Permitted
       Transfer: or

                   (iii)   removal   or the \1ember as a Member as pruvided in this t\gn:1:111enl.
          (b)      A Member shall be deemed       !()   withdraw from the Company upon the following
events:

                   (i)     an event specified in Section 12. [{u):


Co.'111' \ ,,. A<au~EW'.\T m Cr,11 mo:\ Loc:1s·rn·s LLC                                           Ex111111T /\
                                                                                          l 151J8~X12 2/l"•'ll)l.J



                                                                                                                     CALCE01503
                                                                                                                        MR.063
              (ii)     <1n event s peci lied in Section l 53. I 55(u)(4 ) or Section 153 .1SS(a)(5) urthe
      Code (rdal ing to bankruptcy or insolvency proceed ings with 1·cspcct to a g~nera l partner),
      applied as if Lhe Membe1· were a general partner:

              (iii) ir a Member is an ind ividual. the Mcmber·s death. the appointment ol' tt
      guardian or general conservator ror the Member. or a judicia l cletcnninntion that lhe
      Member is incapable or performing the Member's duties under this Agreement: or

              { i")   if the Member is an entity. an c\·enl requiri11g. the Member" s winding up or
      causing the termination of the Member·s existence or suspension of the Member' s right to
      Jo business.

       (c )    If a Member ceases to be a Member in violation of Section 12. l(a), the Compan)
11u1y recover damages from th~ f'ormer Member for breach of this Agreement.

       12.2.   Removal ol'Mcmbers.

      (a)        Member may be re1mwcd as a Member by the unnnimous \Hillen 1.:onsent of the
M:urngers under the fo llowing circumstances:

              (i)     the Member has transferred or attempted to transfer all or any portilH1               or
      its i\kmbct'ship Interest in a Prohibited Transter:

               (i i)   in the case of any Member who is also a Manager or an Affil iate of a
      Manager. the Member or its Al'fi liatc has Ce.'.tsed to be a Manager in violation of Secti on
      5. 7(a} or has been removed as a Manager in accordance with Section 5.7(b);

               (ii i) the Manngers determine. in their· sole discretion. that it is          111    the best
      interest orthe Company to remove n Member:

             (i\·)    the Member has materially bn.:m.:hed tJ1e tcnns or tbis Agreement or an)
      other material agTeemcnt with the Compan): or

              (v)     the Managers determine that removal is nccl!ssary to comply with any
      requirements. condi tions. or guidelines contained in any opinion. dirccliv~. order. ruling.
      or regulation of any United States rcderal or stale agenc) or jl1dicial authority or contained
      in any United Stales lhlcral or state statute.

         (b)      11' lhe Managers propose w remove" Member pursuant to this Section 12.2, the
Mtmagers shall 1101i l). the Member in \\.riling of tht' proposed remornl. and if applicable shall
pn)\ ide such Member a reasonable opportunity to cure the event gh ing rise to removal. I he
r~lllO\'a l or the Member is effective at such time as determined by the l\ilanagcrs in accordance
with applicable lnw and tak ing into account the Member's opportunity to cme the event giving
ri e to remova l.



                                                                                                   EXl llllll A
                                                                                         1151J8H,2 2'1112fll I




                                                                                                                  CALCE01504
                                                                                                                     MR.064
        12.3. Optional Reclemplion of Membership lnlcrest. Subject lo Section 4.4 (relming k>
limitntions 011 distributions). l he Managers, or, ii' there is no Manager. a Requisite Percentag~,
in~1) cause the Compuny to redeem the Membership Interest of an Assignee by pay ing the
Assignee the Fair Vnluc of its Membership lnten.:st ns of the redemption date or the actual value
or the Members Capital Account. Interest       will ac:true al the Index Rate ~rn the amount o\\·cd
under this Section 12.3 frnm the 30111 day after the redemption dale to the date the payment is
made. The rcdcrn rit ion date shall be tlxed b) the Managers in accordance with the principles of
Section IOA. Except a:; otherwise required by the l.R.C.. amounts paid in redemption of an
Assignee's Membershi p Interest shall be treated as made in exchange for the interest or lite
Assignee in Company property pursuant lo 1.R.C. Section 7J6(b)(I ). including the interest or
such Assignee in Company goodwi ll.

        12.4. Status or Fonner Member. A tvlember who withdraws or has been removed rrom
the Company or otherwise ceases to be a Member has the status of an As ignec with respect to
any Membership Interest held by such former 1cmber. Except as provided in Section 12.J
(relating to optional redemption of a Membcr·s Membership Interest) or Article XIII (relating to
winding up and term ination). such former Memher is not entitled to recl.'ive any payments under
Sect ion 101.205 ol'thc Ccide.

                                                            ARTICLE XIII
                                            WINDING lJP ANU T E RMIN ATION

           13.1.       Events Requiring Winding Up.                            The Company shall commence winding up
procedures in accordnnce with this Agreement and the Code upon the l'irsl to occur of any                                         or thl'
lhlltm ing events:

           (a)         a Requisite Percentage vote to wind up and terminate the Company:

           (b)         a dl.'crce by a court requir ing the windi ng up of the Compnny;

           (c)         the 1ermi11ation of membership nl'thc last remaining Member: or

       (d}   the re ·ignation or removal ot' all                                1   lanagers if the   1   kmbers lbil to elect a
replacement Manager as provided in Section 5. 7(1).

           13.2.       Windim!. Up Prm:edures.

        (a)    On the occurrence of an event rl:quiring winding up of the Company, nnless there
is an action to continue the Company without wind ing up in accordance with Secti on 13.3. the
Managers (or othcu Liqnidator as pro,,idcd bckrn) shal I. as soon as reasonabl y practicable. wind
up the Company's business and affairs (including disposing of the Company's assets and
npplying the proceeds as pro\'ided in Section 13.-t ) and tenui nate the Company in accorclan~t:
\\ith this Agreement ond the Code. The Company shall cease to ctm) on its business (except to
the extent neccssur) to "ind up its business). collect and sell ib property lo the extent the



\0 \11',\ ~ \ Ac..au:1·: \H,' " ' 01· C' I·.' I I, ltlO' LOGIS I I C.,   LLC                                               E:x11mn A
                                                                                                                   1 1 5\)8~8\2   2112•2011




                                                                                                                                              CALCE01505
                                                                                                                                                 MR.065
property is not to be translCrr~d or distributed in kind. and µc rfomi any other act required to'' incl
up its busit1ess and affai rs.

       (b)      If the Mu11Hgers have wrongfully caused the windi ng up or the Company or if
there is 110 Manager, (i) a Requ isi te Percentage may vote to elect a person or persons to
accomplish the w inding up or the Company. or (ii) if the Members foi l to \!led a person to
accomplish winding up the Company. then an) Member or Assignee may petition a court tL>
wind up the Compan) as provided in Section I 1.054 of the Code. The pcl'son or persons
winJing up !he Cu111pa11). \\hcthtr Lht: Mam1gers ur an dcctt'd ur 1.:uun appointed persun ut
persons. is referred lo in thi s Agreement us the .. Liquidator.'·

        (c)       The Liquidator may determine the time. manner. and terms of any sn le or sales ol'
Company properly pursuant to such winding up. The Liquidator (if not the M u1mgers) is entitled
to receive rensonablc compcnsmion for its ser\'ices: may exercise all or the powers conforrl;!d
upon. the Managers under this Agreement Lo the extent nccessar) or desirable in the good faith
judgment ol' the Liqu idator to perform its duties: and with respect to ae ts 1nkc11 or omitted w hile
acting in such capacity on behalf or the Company, is entitled to the limi tatio11 o l' liability a11d
indem11i [it.:ation rights set lorth in Article VI.

        (d}    The Liquidator shall pro\•ide quarterly report · to the Members and Assignees
during the \\inding up procedure showing the assets and liabilities of the Company. providing
information and docu1m:11ts requ ired by the Members and 1\ssignces lo comply with thei r lax
reporting obligations. and such other inCornrntion as the Liquidmor deems appropriate. W ith in u
reasonable ti me after completing the windi ng 11p. the Liquidator shall give cuch Member and
Assignee a linal statement setting forth the assets. liabi lities. and reserves or the Company ns or
the date orcompletion of winding up.

           IJJ,        Cominuation Without Wi11ding Up.

       (n)      If there is a decision lo wind up and lerminak the Company ns described i11
Section 13.J Ca). the Compan) may be continued as provided in cction I 01.552 of the Code.

        ( b}    ff there is a ccrmination o f the continued membership of the last remaining
Member as described in Section lJ. I(c). then prior to completion of the wincling up process but
not later than 90 days alter the event of termina tion. the Manngers may continue the Company by
admi lling one or more M!.!mbers cftective as () I' the occurrence or the event or termination. 1\ny
Assignee whose Percentage lnterest \\'OUld be diminished by reason or the admission or n11
Addi tional Member under the circumstances described in this ection 13.J(b) must apprO\c the
admission of the Addit ional Member.

            13.4.      Liquidation ol' Assets and Application and Distribution of PrOL'.t.:i.:ds.

        (uJ    111 General. On winding up the Cornpan) . the Liquidator shnll tlisposc ot' Lhe
Company·s properties and apply and tlis1ributt: the proceeds. or trans(er the C'o111pft11) prope11ics.
in the following order orp1fori t~ :

C0\11' \:'I y /\C ll EE \l t.'1 1 0 1· C F\' I l'l\10'   Loc as·11c'" LLC                                  E\'1111111 /\
                                                                                                    H511~~8'21 ' 1! '101   I




                                                                                                                               CALCE01506
                                                                                                                                  MR.066
                  (i)      to credi tors (i ncluding Members who are creditors) in accordance with
         their relati' c rights and priorities to satisfy the liabilities or the Company. including
         expenses associated with the " inding up and termination or the Compan}. but excluding
         any Company liability for nny unpaid Mandat01) Distributions:

                   (i i)  to Members. Assignees. nnd ronner Members to sntist'y the Company's
         liability for any unpaid tamlatory Distributions: and

                     (iii)      ro tvlcmbers and Assignees as provided in Sc1.:tion -l.2.

     (b)     No Member Deficit Resto1·atio11 Obli gation. No Member is liable to the
Company. to another Mcmbe1·. or lo n third party. ror the repayment or any ueficit II\ the
Member· s Capital /\ccounl. C:'(cept as provided in Section 10 1.206 or the Code.

        (c)     Rcserves. 111 the discretion or the Liquidator. a pro rata portion of the
distributions LJiat wou ld otherwise be made pursuant lo Section 13 A(a)( ii ) and J.ilil may be
withheld 10 provide a reasonable reserve for Company liabilities (contingent or othen;o,•1se) and
future expenses. including N reasonable reserve for any clai ms Lbr indemnification under Art icle
Yl and for any future expenses associated with any tax aud it or othc1· Proceeding that is pe11di11g
OI' may arise.


        (tl)   Pa\ ments anti Distributions to Members in Kind. f hc Liquidator ma~ not make
any payments or distributions to Members or Assignees pursuant to Section 13.-i{a)( ii) or (ifil
other than in easiJ unless all Members and Assignees receivi ng the property approve the transfrr
in kind. The Liquidator shall determine the Fair Market Value or any property transferred lo
Members or Assignees in kind according to the val uation procedures set fort h in Article XIV.

        (e)      Churacter of Liguidating Distributions. Except ns otherwise ri;:quired by the
l.R.C.. amounts pnid to Members pursuant to this Section 13.4 shall be !rented as made in
exchange for the interest of' the Member in Company proper!) pllrSllant to l.R.C. Section
7J6(b)( l ). includ ing the interest of such Member in Company goo<h.,,ill.

       13.5. Certili cate of'Tenni nation. 'I he Liquidntor shall lilc a Certificate of Terminati on
or n Domestic Ent it) on the completion of the wind ing up of t11e Company.

       13.6. Reinstatement. Ir the Comp<lll}' is terminated. it             11Ht)   be reinstated in the mannt:r
provided in the Code.

                                                        ARTICLE XIV
                                                           VALUATION

       14. l . Fair Vallie of Company Property. The 17uir Yalui;: or property contributed to the
Company by a Member as pan of such Member's Initial Capital Contributio11 is the amount or
such Member's Init ial Capital Contribution. as set l'orth on Exhibit 1\. minus the amount or an~
cash contributl.'d to the Compan) as part of such tvlc 111 b~r's Initial Cnpiml Contribution. In all

Cmll' \ ' \ At :IH. 1 \ II· 'I I OF Cf.'111 lllO'\ LOGl"I l'I<''\ I. LC                                    [Xllllll'I A
                                                                                                 I 151l8~ 8\.1.11 1l !Ill ~



                                                                                                                              CALCE01507
                                                                                                                                 MR.067
otht:r ~ases. the Fnir Va lue or an asset as of any date is its fair 111arkel value us determined by the
Managers in good fo ilh using any reasonable va luation rnethod. Ir any afl'ectcd Member does not
agree with the valuation set by the Managers. the Fa ir Va lue shnll be determined using
procedures similar lo those set lbrth in Section 14.2. an<l the cost or any such detennination shall
be borne entirely by the atTccted Member unless the Managers or a majority in interest of all
ivfembers other than the arfected Member approves an allernati\'c allocation of such costs.

            14.1.   Fair Value or Membership lnteres1.

         la)     r or purposes of any redemption or a Membership 1nterest pursuant to Section
12.3. the Fair Va lue ol' t.he Membership Interest is its fair market va lue ns determined by the
Managers (or. ir there arc no Managers, by the Liquidator) in good lhith based on the ni:t
proc1.:ecls that wou ld be received with respect to the Membersh ip Interest in a winding up of the
Company. laking into account all expenses associated with such winding up and any damages 0 1·
other amounts recoverable by the Company from the Assignee or with respect to the Assignee· s
Membership Interest. In connection with the payment in redemption of the Membership Interest.
the Managers or Liquidator shall provide a 11otic1.: !o tht: Assignee etting forlh the r air Value or
the Membership Interest, including info rmation releva nt to the determi nm ion or such Fair Value.

         (bl     If the Assignee does not agree with the Fair Value of the Membership Interest as
determined by the Managers or Liquidator. the Member may submit to the Company a notice of
objection ,,-ithin 30 days of the Member's receipt of the valuation notice. Within 15 days
loll0\\ ing receipt of the Assignee 's notice of objection. the Company shnll appoint a qualifird
        1



nppra iscr, and inform the Assignee of the na mt.: and business add ress of the appraiser. The
appraiser shall drtcrmine the fa ir Value or the Mi..:mbcrship Interest in accordance with the
principles of Section I 4.2(a). The appraiser shall give the Assignee and the Managers an
oppo rtunity to meet with him prior to complet ing his a pprai sal Except as provided in Section
14.2(c ), the a11praisc1.. s determination or the Fnir Vulut: of the asset(s) in dispute sha.ll be made
within 30 days or his appoi ntment (or such longer period as is reasonably rcquirt)d to complete
the appraisa l), and is linal an<l binding on all com:crnccl. absent mani rest error.

            (c)      If the Assignee does not approve the appraiser selected by the Company. within
15 days fo llowing notilication of such selection pursuant to Section l-L2(b) the Assignee may
appoint a quali lied appraiser of the Assignee ·s choice. and in fo rm the Company i11 writing of the
name and business address of the appraiser. In such event, the appraisers appointed by the
Company and lhe Assignee shall appoint a third qualilicd appraiser. Each ol'thc three appraisers
shall determine the Fnir Value of the Membershi p Interest i11 accordance wilh the principles or
Section I4.2(a). Thi:? average of the two valuations that are cl osest to each ot her shall be
determined to be the Fai r Va lue of the Me mbership Interest and suclt determination shall be linal
and binding on all concerned. absent mani fest ~rror.

       (d)           The cost of each appraisal shall be shared i:quall)    b~   the Compan} and the
Assignee.



C 0\11' \ " A G Hn.~ lt.:'1 I   (H.   c ~:' l't ltlO;\ LOCI I K~   LLC                           EX ll ltll I ,\
                                                                                         I 1 5U8~S122: 121201 1




                                                                                                                   CALCE01508
                                                                                                                      MR.068
        (e )    l'he Company shall pay the Assignee any excess of ti) the recomputed Fai r Value
of th~ Memb1.:rship Interest over (ii ) the sum of any arnount previously paid to the Assignee ln
redemption of his Membershi p Interest plus an) 1.:os1s charged to the Assignee os provided in
paragraph (d). The Assignee shall pay the Company any excess of (i) the sum or any amount
pn:-viously pnid to the Assignee in redemption of his Membership Interest plus any costs chnrged
to the Assignee as provided in pnragraph td). over (ii) the recomputed Fair Value or the
Membershi p Interest.

       (f)       Interest shall be paid at the Index Rate on any amount dctennined under Section
                                    111
14.2(c) fo r the period from the 30 day nl'ter the 1·cdcmption dnte to the dnt1.: lhe amount is pa id,

                                         ARTICLE XV
                                    GF. NE RAL PROVlSlO NS

        15. I.   Amendments.

       (a)     In General. Subject to the l'olk1wing exceptions and li mitations set f'o 11h in
Section 15. l(b). this Agreement ma) be amended onl> \\ ith the approval of a Rcquisitecl
Percentage.

        (b)     Exceptions and Limitations. The Managers may <1mend Exhi bit A from ti me to
time to retlect the admission and withdrawa l or Members, and challges lO nny Member's
Percentage Interest. in accorda nce with this .1\ gn.:ement. The Managers may use the power ur
a llorney granted in St:ction 15. 12 to make mm-~ubstmHi ve amendments that do not adversely
impact the rights or obli gations or any Manager or Member. No amenclrncnt of the Agreement
may adversely affect any Mt:mber" s rights or obl igations under this Agreement (determi ned
without taking into m:count the light or other Members lO am~ml the 1\grecment) without the
adversely affected Member's approval. No amendment o r Article VI (relating to li ability and
indemni fication) mny adversely affect !he rights or obligations or any Indemnified Person
\Vithnut the Indemni tied Person's apprOvl't l. No amendment of I his Agreement may change the
requirements under this Agreement f'or approving any action without the approval or the
Members holding an aggregate Percentage Interest requi red to approve the action.

           15.2. Notice. Any notice, report, or other communication req uired or permitted to be
made lo nny person by this Agreement shall be in writing nnd is deemed given when
(al deli vered to the person by hand. (b) the third business day after delivery to the United States
Posltll Service (or other designated deli\·ery sen ice as defined in l.R.C. Se<.:tion 7502( f)). postage
prepaid. in an envelope properly adJresscd lo 1he person at the person·s address set forth in the
Company's records as of the date ol' deli\·ery. or (c) successfu lly transmitted b} facsimile or
elei.: cronic message lo the Cacsimi le phone number or e-mail address (as appl icable ) set forth in
the Company's records as or the date or transmission. Any commun ication lo tht! Manu~.:rs or
the Company may be clclh·ercd to the Company·s registered office designated pursuant to
Section 2.3.



                                                                                               E:\111 1111 /\
                                                                                        1150818, ! ~I~ 2111 1




                                                                                                                CALCE01509
                                                                                                                   MR.069
         15.3. GO\·ernin~ Lu\\': Consent to Jurisdiction. This Agreement i:; go,·crne<l b} miu
shall be construed under the laws of the late ol'Texas without regard lo lcgnl requirements Lhal
would require the application or the law of any other jurisdi.ction. Any Proceeding arising out of
or relating to this Agrccnwnt or the Compnny' ~ activities or properties mny he brought in the
slate courts of' the County where the Company's principA I o nice is localed. or. if it lws or can
acquire jurisdiction. in the United States District Court for the District in '' hich the Company's
priHcipal offi.ce is located. Each Member and Assignee irrevocably submits to the exclusive
jurisdiction or each such court in a ny such Proceeding, ''aivcs any objection it may now or
herea fter have to venue m to convenience (1f fonun, agrees that all claims in respect or the
 Proceeding shall be heard and determ ined on ly in any such court and agrees not to bring any
such Proceeding in any other court. The Company or any Member or Assignee may tile a copy
of this Agrcemertt ,,,ith any court as \Hillen eviden<.:e of the agreement between the parties
irrevocably to wai\'e any objections to ,·cnuc or to convenience of foru m. Process in a n~
 Proceeding referred to in the second sentence of this section may be served on any party
anywhere in the world.

        15.4. Waiver. Any l'a ilure by a rmrty Lo insist upon the stricl performance of any
covenant or condilion of' this Agreement. or to e:-.ercise any right or remed~ upon a breach or any
such covenant or condition. docs not consti tute waiver or any such covenant or condition or any
breach thereof.

         15.5. Entire Agreement. This Agreement supersedes al l prior agreements, wheth\!r
wri tten or ornl. between th~ parties with n:spcct lo its subject matter and constitutes a compl ete
and exclusive statement of the ngreemenl between the parties with respect lo its subject matter.

          15.6. Successors and Assigns. No Member or t\ssigm:c may assign any of its rights or
delegate any or its obligations under this Agreement cxcept as expn.:ssly permit1ed in this
Agreement.

        15.7. Third-Parties. Other than as prov ided in Section 5.4 (relating to reliance on
authority of the Managers). Section 3.6 (relating to Member Notes), Section 11.2( b) {relating to
the Cotham/Merritt otc Equity Kicker), and Article VJ (relating 10 rights of Indemnified
Persons). none of the provisions of this Agreement are for the benefit or or cnfori.:eable by any
creditors of the Compan) nr other persons not a party to this Agreement, except such benefits as
inure to a successor or p1.:rmillcd assign in m:cordance with Section 15.6.

        15.8. Sevcrabilitv. Ir any pro\'ision of this Agreement is held ill\ alid or uncnfon.:eablc
by any court of competent jurisdiction. the other provisions of this Agreement \\i ll remain in full
force and cffoct. Any pro vi ·ion of this Agreement held invalid or unenforccnbk on ly in part or
degree wi ll remain in rul l fo re'-'! and effect to the extent not hd d invalid or uncnl'nrceable.

       15.9. Constrnction. l'he lang,unge in this Agreement is lo be construed nccording to its
fair meaning. anJ is 1101 to be strictly construed for or against any parly. Nothing in this
Agreement is to be constru1.:d as authorizing or requiring any action lhal is prohibited b) th<.:


Cml l',\'\\ A<atEt:\IE'\ l 01" C l'\'11 RI O'\ LOC IS I I C'~ IJLC                             E\lll UI r A
                                                                                     I   l:i08~8112 ' 1 NO l   I



                                                                                                                   CALCE01510
                                                                                                                      MR.070
Cock 01· other <1pplicable law. or as prohibiting any act ion that is requi red b) the Code or othc1·
appl icable !irn..

         15. 10. Execution of greemenl. This Agreement may be executed in counterparts. each
ol' \\hich will be deemed to be an originnl copy of this Agreement. and all or which together
coustitute one ngreement. Any signature to thi s /\greemcnl e\' idenccd by a facsimile
transmission or such signature shall b~ bind ing on the parties to the same extent as ir such
signature \\·ere nn miginal.

         I5.1 I. Further Assumnces. The parties shall execute and dd h er all documents. prm iue
al l information, and take or refrain from Laki ng action as may be necessary or approprintc to
achieve tht: purposes of this Agreement.

          15. 12. Power of /\ttornev.

          (a )       l:ach Member appoints the Managers and the Liguidatm several ly with lull power
or substitution. as lhe true and lawful allorncy-in-fact fo r such Member. and in the name. place.
and stead of such Member. le> execute. certi I)'. acknowledge. swear to. lile. publish. and record:

                  (i )    any certificate or other document that may be required to be filed by the
         Comptll1) or the Members in order to qualify the Compflny to do business in any
         jurisdiction. except that no such Ii ling shall include a consent by any Member to service or
         process in any jurisdiction withom the Member's approval;

                 (ii)    any amendment to the Certi!icutc or Fornmtion. to this Agreement, or lo
         an) other· agreement or document as required or permitted by this Agreement:

                  (iii)   any ccrti licate of tennination and other documents that ma) be required w
         cffcctutttc the termination of the Company pursuant Lo the provisions () f this Agrec)llent:
         and

               (i\')   any document required of the Company to cnrry out the nc1ions 1ho1 the
         Managers are authorized Lo take under this Agreement.

        (b}     rhe foregoi ng appointment or the Managers and Liqu idator as a Membet's
al1orney-in-foc1 does not granl such attorney-in-fact any po,vcr or authori t) lo approve. consent.
                                                                                       or
or agree to the substantive terms of any agreement or other document on behalr such Member.

        (cl     flw power orattorney grankd pursuant to this Section 15.12 (i) is a spec ial power
or attorne) coupled with an interest and is irrevucnblc. and (ii l sun i\'es the withdrawal or
remorn l o f a Member or the assignment or its Membership lnterc. t.

                       !T his Page Inten tion ally Left Blank. Signatu re Page l'ollows. I




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                                                                                                                         CALCE01511
                                                                                                                            MR.071
          Ext.:cuted as   or the    Effec tiv~   Date set fo rth above, b) and among the persons sig11i11g
belo\\.

MEtvH3ER ':




                                                                   Marc Marrocco, an individual




                                                                   Antonio Albanese. an individual




CCl\11'.\ ' \ Ar:REE\I E'\ T OF CF:'\ rt lllO'\ LOGISTll S   LLC                                          EXllllll r A
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                                                                                                                              CALCE01512
                                                                                                                                 MR.072
                                                    EXHIBlT A

                                     Effecfive as of September 18, 2013



                                                    Number of
MEMBF.H. NAME AND ADDRESS                                          Initial Capital Contribution
                                                      Units

TXC Energy LLC
560 l J>rcakness Ln                                      300                 $300.00
Plam), Texas 75093


Marc Manocco
3602 Binkley Ave                                         300                 $300.00
Dallas. Texas 75205


Antonio Albanese
6605 Gentle Wind Ln
                                                         300                 $300.00
Dallas. Texas 75248




CO:\IP.\ :"\\ ' AG1u:n1f:XT IW CE'\Tl 'IUO'\ L<Hi lSTI( s LLC                                  F.:\1111111' A
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                                                                                                                 CALCE01513
                                                                                                                    MR.073
                                        COMPANY AG REEMENT
                                                  OF
                                       CENTURI ON LOGLSTICS LLC

                                                     EXHllllT B

                                  SPOUSAL JOlNOER AN D CONSENT

I /\C KNO WLlmGE ( i ) 1'11/\T I HA VE REA D Tl IE f70 REGOING COM P/\NY AG REEM ENT
OF CENTU RION LOG ISTICS L LC (THE ..AGREEM ENT' ), (ii) FULL Y UN DERSTAN D ITS
CONTENTS, AN D (iii) I Hi\ VE BEEN GIVEN Tl II·: OPPORTUNITY TO AS K QUESTIONS
AND TO SEEK /\ND 0 11TA IN TH I:: A DV ICE OF LEG AL COUNSEL CONCERNI NG M Y
RI GHTS, AND T iii: LIMI TATI ONS ON T llOSE RJ GJ[TS. T HAT A RE C01 TAINED IN
Tl IE AG REEMEN I . I agree to be bound by all of the len11S of the Agreement. including.
'' ithout limi tation. the provisions of Section I0.8. I am a•,·are 1ha1. by tht' provisions of the
   greement. my spouse agrees to hold his or her Membership Interest (as such term is defined in
the Agreement ) including any portion of such Membership Interest com prising my community
property. subject to the spcci lie restrictions on the transfer o f such Membership Interests set fo rth
in the Agreement. J agree that [ wi ll not make any transfer o l~ or otherwise deal with, such
Membership Interest or my community properly interest therei n. if any, <luring my lifeliille
except as expressly permitted by the Agreement. As prov ided in Section I0.8 or the Agreement.
I agree that, in the event of my death , any Membership Interest that constitutes my commun ity
property should (XIS to m~ spouse. and l agree to wi ll and bcqut:ath my l!ntire community
pt'Operty intere l . if any. in such Membership Interest LO my spouse.



                                                         S ig1w1u n~ :   _ _ _ _ _ _ _ _ _ _ _ _ __


                                                         Primed Nnme: - - - - - - -- - - -- -

                                                         Dute: --        - -- - -- - - - - - - - -




C.:0 ,\11' \ \\' AG ltf,b\HS I OF C.:E\ n ltlO\ LOGISTIC'S LLC                                     Ex11mrr B
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                                                                                                                      CALCE01514
                                                                                                                         MR.074
                                                COl\:IPANY AGREf,MENT
                                                       OF
                                             CENTURION LOGISTrCS LLC

                                                         APPENDIX A

                                            PRINCIPLES OF ALLOCATION

        f\_ I  Introduction. This Appendix sets forth principles under which items of income,
gain, loss. deduction and credit shall be allocated among the :vlembcrs. This Appendix also
provides for the determination and maintenance or Capital Accounts. generally in accordance
with Treasury Rcgulati()ns promulgated under !. R.C . Section 704(b), for purposes of determining
such allocations. For ptrrposes or this Appendix, an Assignee shall be \i'eated in the same
mam1~r as a Member.


       A2      Definitions. Capita!\7.cd terms used in this Appendix have the meanings set forth
bdo\v or in the Agreement.

      ·-Adjusted Capital Account Deficit" means any deficit balance in a Membe1-' s Capital
Account as of the end of a taxable year. alter giving effec:l to the fol lowing adjustments:

                  (i)    Credit to the Capital Account any amounts the Member is obligated to
          restore pursuant to the Agreement or is deemed to be obligated to restore pursuant to
          {a) Treasmy Regulations Section L704-1{b)(2)(i\)(c) (relating to obl-igations to pay
          partner promissory notes and other obligations to make contributions to the Company). or
          (b) the penultimate sentences of Treasury Regulations Sections L704-2(g)( I) (relating to
          partnership minimum gain) and I .704-2(i)(5) (relating to partner n<mrccourse debt
          minimum gain); and

                 (ii)    Debit lo such Capital Account the items desi;:[ibed in Treasury Regtilat[ons
          Sections l.704-1 (b )(2)(ii }( d)( 4 ), J,704-1 (b )(2)(ii )(d)(S ). and 1.704-1 (b)(2)( ii)( d){6).

The foregoing definition is intended to comply with Treasury Regulations Section l. 704-
1(b)(2)(ii)(cl) and shall be interpreted consistently therewith.

          "Capita! Account'" has the meaning set forth in Section J\.3.

        ··Depreciation" means, for each taxable year, an amount equal to the depreciation,
anuwti7ation, or other cost recovery deduction allowable with respect w an asset for sttch ta.'<able
year. except \hat if the Gross Asset Value of an asset di Hers rrom its adjusted basis for federal
income tax purp<>ses at the beginning of such taxable year. Deprc<:iation is an amount \vhich
bears the same ratio to such beginning Cross Asset Value as the federal income tax dcprecimion.
amortization. or other cost tecovery deductio11 fot· such ta:-<ablc year bears to suth beginning
adjmted tax basis. rr the adjusted basis for federal income tax purposes of an asset at the


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                                                                                                                 CALCE01515
                                                                                                                    MR.075
beginni ng of such Laxable year is zero. Depreciation shall be uetermined with relerence to such
begi nning Gross Asset Value u::;ing any reasonable method selected by the Managers.

       ··Gross Asset Value" means an asse t· s adj usted basis for federal i11come tax purposes.
except ns f'ollo1;vs:

              (i)     The initial Gross AssCl Value or an asset contributed by a Member to the
         C0mpany is the gross Fair VRlue of such asset. as dctennu1ed by the contribut ing
         Member and the Managers and as s1:t lorth 011 Exhi bit A.

                   (i i)    The Gross Asset Va lues oi'Company assets shall be adj usted Lo equal Lhdr
         respecti ve gross Ft1ir Values (taking UtC. ~ 770 I (g) into account). as determined by the
         Managers. as of the following times: (A) the acquisition of an additional interest in Lhc
         C'otnpany by an> new or existing Meinber in cxclrnnge for more than a cle mi11i111is
         CapilHI Contribution: (13) the distribution by the Company to a Member of more than a de
         111inimis amount of property as consideration for an interest in the Company; (C) the
         liquid01ion of the Company \Ni thin !he meaning o f Treasury Regulations Section 1. 704-
          l(b)(2)( ii )(g): a nd (D) in connection with the grant of an interest in the Company (other
         than a de minimis interest) as consideration for the provision of scr\'ices to or for the
         benefit of the Company by a Member acti ng in a mc.;mber capacity or in anticipation or
         being a Member. Atljustments pursuant to clauses (A), (B) and (C) above are requ ired
         only if the Managers determ ine thut such adj ustments arc necessary lo accurately re nccl
         the,; relative economic interests of the Members in the Company.

                 (iii)   rhc Gross Asset Value of a Company asset distributed ton Member shall
                                                                                *
         be a{ijusled to equal the gross Fair Value (taking l.R.C. 770 l (g) into accmmt) of such
         ussct on the date of distribution as determined by the distributce and the Managers.

                (iv)     l'hc Gross Asset Values of Company assets shall be increased (tW
         decreased) to rellcct any adjustmen ts lo lhe adjusted basis of such nssels pmsuant lo
         l.R.C. Section 734(b) or l.R.C. 'cction 743(b). but only to the extent that such
         adjustments arc taken into account in determining Capital Accounts pursuant to Treasur)
         Regulations Section I. 704- l (b){~)(iv)(mJ. Gross Asset Values shall not be adjusted
         pursuant to thi s parngraph ( iv) to the ex tent that an adj ustment is requi red pursuant lo
         paragraph (ii).

Ir the Gross Asset Value of an asset has been determined or adjusted pursuant to
subparngraphs {i). Cii) or (iv) of this defini tion. the asset's Gross Asset Value . hall thereafter he
adj usted by the Depreciation taken into account wi th respect to such asset for purposes or
computing Net Profit mid Net Loss.

       "Ne t Pro liC and "Net Loss·· mean. for each taxable year or other re levant period, ,111
amount equal lo the Compan) ·s taxable income or loss for such taxable year or other relevmlt
period. determined in accor<lancc with l.R.C. Section 703(a) (for this pu rpos~. all items t1f

emu·,\ ~ ' t\G llED IE:\' I OF   c..: . . I l' HIO'i L OC. IS'l IC'S LLC
                                                                 I' \ GE /\·2




                                                                                                          CALCE01516
                                                                                                             MR.076
inco1nc, gain, loss. or dedt1ction i-cq uired to be stated separately pursuant to r.R.C. Sccti011
703(a)( i) shall be included in taxable incolne or loss). with the following <1djttstments:

               (i)     Any income of the Company that is exempt from federal income ta:-;. and
        not otherwise taken into account in computing Net Profit or Net Loss shall be added to
        such taxable income or loss.

                      Any expenditures or the Company described in l.R.C. Section
                   (ii)
        705(a)(2)(B) or treated as l.R.C. Section 705(a}(2)(8) expenditures pursuant to Treasury
        Regulations Section 1.704-1 (b)(2 )(iv)(i ), and not othenvise taken into account in
        computing Net Profit or Net Loss. shall be subtracted from such taxable income or loss.

                (iii)   If the Gross Asset Value of any Company asset is adjusted pursuant to
        subparagraph (ii) or (iii) or the Section f\.2 definition of Gross Asset Value. the amount
        of sm.:h adjustment shall be taken into at: count as gain or loss from disposition of the asset
        for purposes of computing Net Profit and Net I.oss.

               (iv)     Gain or loss resulting from any disposition of Company property with
        respect to which gain or loss is rccogni7.ed for federal income tax purpose~ shall bt:
        computed by rderencc tu the Gross Asset Value of the property disposed of (unreduced
        by any liabilities a11ributable thereto). notwithstanding that the adjusted tax basis of such
        property differs fro111 its Gross Asset ValLle.

               (v )    Tn lieu ol' the deprecialio11, amortization. and other cosl recovery
        deductions taken into account in computing such taxable income or loss, there shall be
        taken into account Depreciation computed in accordance with the dcfit1ifion of
        Depreciation in Section A.2.

                (vi)    To the extent an adjustment lo the adjusted tax basis or any Company
        asset pursuant to I.R.C. Section 734(b) is required pursuant to Treasury Regulations
        Section 1.704-l (b)(2)(iv)(m){-IJ to be taken into account in determining Capital Accounts
        as a result of a distribution other than In liquidation ofa Member's Membership Interest.
        the amount of such adjustment shttll be treated as an item of gain (if the adjustment
        increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset)
        from the disposition of the asset and shall be- taken into accounl for purposes or
        computing l\iet Profit or Net Loss.

         "'Nonrecoursc Deductions·• has the meaning set forth in Treasury Regulations Section
l .70'1-2(b)( 1) and shall be determined according to the provisions of Treasury Regulations
Set:ti'on 1.704-2(c).

        ··Nonrccoursc Liabilitv'" has the mcrming set forth in Treasury Regulations Section I .?04-
2(b)(3).



CO~ll'A'\\   AG Rf: DH'.'.\ T OF O ;\   n   lllll\ LOG1.-;·rn .1'   LLC
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                                                                                                          CALCE01517
                                                                                                             MR.077
        '"Partnet' l\onrecoursc Debt" has the mc:ming set forth in Treasury Regulations Section
1.704-2( b )(4 ).

      --Partner Nonrccourse Debt Minimum Gain" has the rneanin~ set forth in Treast1ry
Re£Ulations Section 1.704-2(i)(2) and shall be determined in accordance with Trensury
Regulations Secti0n l .704-2(i)(3 ).

        ··Par111cr NoJ}rceourse Deductions·· has the meaning set forth in Treasury Regula.tions
Sect ion l. 704-2(i)U) and shall be determined in accordance with Treasury Regulations Section
l.704-2(i)(2).

        ··t>artncrship Minimum Gain" has the meaning set forth in Treasury Regulations Section
1. 704-2(b)(2) and shall be determined in accordance with Treasury Regulations Section I. 704-
2( d).

         A.3        Capital Accounts. The Company shall ~letennine and maintain Capital Accounts.
··Capital Account" means an account of each Member deterrni ned and maintained throughoul the
full term of the Company in accordance with the capital accounting rules of Treasury
Regulations Section 1.704-1 (b)(2)(iv). Without limiting the generality of the l'oregoing, thL·
following rules apply:

        (a)     The Capital Account of each ivlcmber shall be credited with ( i) an amount cqtial
to such Member's Capital Contributions and the Fair Value of property contributed (if permitted
hereunder) to the Coll1pany by such Member, (ii) such Member"s share of the Company'~ Net
Profit. and (iii) the amount of any Comp<my liabilities assumed by such Member or that arc
secllred by property cll:·;tributcd to such !vkmber,

       (b)    The Capital Account of each Member shall be debited by (i) the amount of cash
und the Fair Value of property distributed to such Member, (ii) such Member's share of the
Company's Net Loss. and (iii) the amount of any liabilities of such Member assumed by the
Company or that are secured by any property contributed by such Member to the Company.

        (c)      Upon the transfer by a Member of all or part of an interest in the Co111pany a!ier
the Effective Date, the Capit<il Account of the transferor that is anributable to \he transterred
interest carries over to the transferee and the Capital Accounts of the Members shall be adjusted
to the extent providi.:d in Treasury Regulations Section 1.704-l (b)(2)(iv)(m).

        (d)    ln determining the amount of any liability for purposes of Sections 1\.3. l (a) and
A.3. l(b). l.ltC Section 752(c) <tnd any othe~ applicable provisions of the !.R.C. ;:iml the
Treasury Regulations shall be taken into account

       (e)     Except as othcrwisl! required by Treasury Regulations Section 1.704-l(b)(2)(iv),
adjustment tl) Capital Accounts in respect of Company income, gain. loss. deduction, and l.R.C.
Section 705(a)('2)(B) expenditures (or items thereof) shall he ni.:1de with reference lO the federal
tax t~eatment of such items (and, in the cuse of book items, \Vith 1·efcn.:nce to the federal tax

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                                                                                                       CALCE01518
                                                                                                          MR.078
trca11ncnt of the correspond ing tax items) al the Company level. " ithout regard to any manda tor~
or ~kc t iw tax treatment of such items at the Member level.

                  The IXO\ isions of this Appendix and or the /\greemcnt relating to the maintenance
               ( f)
or Capital Accounts an~ intended to comply with Treaslll'y Regu lations Section l.704-l (b)(2)(iv).
rind shall be interpreted and applied in a manner con~ i ste nt \\ith such freasury Regulations. If
the Managers dctennine that it is prudent to modify the manner i11 which the Capi tal Accounts.
or nny dl!bits or cred its thereto (i nclud ing debi ts or cred its rclnti11g to liabi lities that are secured
by contributions or distributed property or that arc assumed by the Company or a ny Member).
are t.:ornputcd in order to comply with such Treasury Rl!gulations. the Managers may make such
modifaation if it fs not likely to have a material effect on the amounts distributed or to be
distributed to any Member pursuanL to the Agreement. T he Managers shu ll make any
a<lj ustmcnts that nre necessary or appropriate (i) to maintain eq uality between the Capitill
Accoun ts of the Members ant.l the amount or Company capital renected on the Company's
balahl'.e sheet. us computed for book purposes, in a1.:cordt1111:c with f"reasury Regulations Section
 I. 704- l(b)(2)liv)( g). and (ii) if unanticipatt>d evl'!nts ( lor example. the acquisition by the
Compnny or oil or gas properties) might othern ise cause this Agreement not to comply '' ith
 rrt'asury Regulations Section L. 704- 1(b).

        (g)    n1e pro\•isions or the propo.sed Tn.:asury Regulations published Oil Januat) 22.
2003 (68 F0tl. Reg. 2930), as they may subsequent I) be mo<li lied or adopted as temporary or
final Treasury Regulations. shall apply \\ith respect to a11y 1m11<.:ompensatory options issued b)
the Company.

               I\ .·I        Al locations or Net Pro fil and Net l.oss

        /\.4. 1 In General. Subjecl to Section 3.(>. Company Net Profil and Net Loss shall be
allocated to the Members as fo llows;

       (a)      Net Profit. Net Pro fit for any period (t:>.:<.:lud i11g tt1x items nlkicated pmsuant to
Sections A .4.2 and A .4.3) shall be al located as lollows:

                               First, Nel Profit sha ll be al located to the Members to the extent of and in
                             (i)
               proportion to Lhe excess. jf any. of (i) the cunrnlali\'e Net Loss allocated pursuant to
                'cction A.4.1 (b) for nil prior periods, over t ii) Lhc cumulative Net Pro tit allocated
               pursuant to this Section J\4. 1(a) for all prior periods.

                        (ii)  Set:ond. an) remaining Net Prolit shall be- allocated to the Members pro
               rata in accordance with their respect ive Percentage l ntcrcs1s.

       (b)      Net Loss. Net Loss for an) period (excluding tax items allocated pursuant to
Sections 1\.4.2 and A.4J) shall be allocated as follows:

                        ( i)       Net Loss shall be allocated to the Members pro rnta in accordance with
               thei r res pee ti,.e Percentage Interests, subject lo tile Ii mitation in Section A.4. L(b )(ii).
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                                                                                                                   CALCE01519
                                                                                                                      MR.079
                (ii)   No Member may rl:!ceive an allocation or Net Loss rhat wuu ld cause the
         Member Lo lwve an Adjusted Capi tal Account Deficit at lhc end o f the taxable year. Net
         Loss not allocated Lo n Member pursuant Lo this subparagraph (ii) shall be allocalt'd to
         other Members according to their relative positive Capi tal Account balances (cakulutcd
         taking into account the adjustments described in the defin ition of Adjusted Capitul
         Account Deficit).

        /\.4.2 Regulatory Allocations. The following special allo<.·ations shall he applied in lhL'
order in which they are listed. Such onkring is in tended 10 com ply wi th the ordering rules in
Treasury Regule1tions Section I .704-2(j ) and shal l be applied consistently therewith.

         (a)     Minimum Guin Chargeback. Except as otherwise provided in Treasu1)
Regulations Section 1.704-2( f). not" ilhswnding anything to the contrary in this Section t\.-l. if
there is a net decrease in Partnership Minimum Gain during any taxable year. each Member shnll
be all ocated item~ of income and gain for llu:1t taxable year (and, ir necessary. subsequent taxable
years) eq ual to that Member·s share or the net decrease in Partnership Minimum Ga in.
detcnnined in accordru1ce \\ ith Treasury Regulations Section I.704-2(g)(2 }. rhis Section
A.4.2(a) is intended lo comply with the minimum guin chargebac.:k requirement in T reasur~
Regul ations Section 1.704-2(1) and shall be interpreted consistently therewith, including that 110
chm·geback sha ll be required to the extent the requirements for requesting a wa iver describcJ iii
Treasury Regulations Section 1.704-2(1){4) arc met or the requirements for an) other exception
prescribed by or pursuanr Lo Treasury Regulations Section l.70.t-2(1) are met.

         (b)     Partner Nonrccourse Debt Minim um Gain Chargeback. Except as otherwise
provided in Treasury Regulations Section l.704-2(i )( 4). notwithstanding anything to the contrary
in this Section. i r there is H net decreas~ in Partner Nonrecoursc Debt Minimum Gain during a
mxable year, then, in addition 10 the amounts. if any. allocated pursuant to pnrngrnph 4.2(a). any
Member with a share of" that Partner Nonrecourse Debt Minimum Gain (determined i11
aecordancc with Treasury Regulations Section l. 704-2(i)(5 )) as or the beginning of the taxabk
year shal I be allocated items of Com pan} income and gain for that taxable year (and, ir
necessary. for subseq uent taxable years) equa l to that Member's share of the net decrease in the
Partner No11recourse Debt Minimum Gai n. determined in accordance with Treasu1y Regulati ons
Section l.704-2(i)(4). This Section L\.4.2(b) is intended to compl y with 1h1: clrnrgebm.:k or
partne1· nonrecourse debt minimum gain required by Treasury Regulations Section I .704-2( i )(4)
and shnll be interpreted consistent!) there\\ ith. incl uding that no chargeback shall be required lo
the extent the requirements !or any exceptions provided in Treasury Reglllation Section I .704-
2(i)( 4) are met.

        (c)    Ouc1lilied Income O ffset. I( any Memb1.:r unexp1:ctcdly receives 1111) adjustment.
allocmion, or distribution described in rreaslll') Regulntions Seclions I .704-l (b)('.2){ ii)(d)l-l). (5).
or (6). items or CompaJly i11c1.1me and gai n shall be specially allocated 10 such Member i11 on
amount and mnnner sufficient lo eliminate. to the extent required by lhe Treasury Regulati ons,
the Adjusted Capital Account Deficit of such Member us quickly as possible. i\n allocation
pursuant 10 the fo regoing senLence shall be nrnde onl) to the extent that such Member "1.1uld

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                                                                                                              CALCE01520
                                                                                                                 MR.080
have n11 Aujustcd Capital Aci.:ount Deficit after all other al locations provided tbr in Section AA
have been tcntativel) made as i r this Section J\.4.2(c) were not in this Appendix. This allocation
is intended lo constilllte a ..quali fied income offset'" within the meaning of'Treasut) Regu lations
Section I .704- l (b)(2)(ii)(d)(3) and shall be co nstrued in accordance with the requi rcmellts
thereof.

        {d)    Gross Income /\llocalion. In the even t a Member has nn Adjusted Capital
Accmml Deficit at the end ol' any taxable yent'. each uch Member shall he spcciall) allocHted
items of Company income and gain in the nmowll of such Adjusted Capital Account Deficit as
quickl y as possible; provided that an al lo<:ation pursuant to this clause shall be made only if and
lo the extent that the Member \\ Ould lrnve an Adjusted Capital A<.:count Defici t after all other
allocations provided for in this Section A.4 hn' c been made as if this S..:ction /\.4.2(d) \\ Cl\~ nm
in this Appendix.

         (e)   Nonrccourse Ded uctions. Nonre\:Ourse Deductions for an} taxable year shall be
all ocated among the Members in accordance with their Percentngc Interests.

        (f)     Partner Nonrecourse Deductions. Partner No11recourse Deductions lor 1111y
taxable year shall be specially allocated to the Member who bears the econom ic risk ol' loss with
respect to the Parh1er Nonrecourse Debt to which such Partner Nonrccourse Deductions are
attributable in m:cordance with Treasltt') Regulations Section l.704-2(i)( I ).

        {g)    Basis Adjustment s. To the extent an adjustmen t to the adjusted tax basjs orany
Company assd pursuant to 1.1{.C. Section 7J4( b) or l.R.C. ection 743(b) is required under
Trea:rnry Regu lations Section 1.704-1(b)(2)(iv)(m) to be taken into account in determining
CapitAl Accounts. Lhe amount or such adjustment to thc Capital Accounts sha ll be treated ns an
item or gain (if the adj ustment increases the basis or the asset) or loss (i l' the adj ustmenl
decreases such basis) and such gain or loss sha ll be specially allocated to the Members in a
manner consistent '~ ith the manner in which their Capi tal Accounts are required ltl be adju5ted
pursuant to such Section of the Treasury Regulations.

        A.4.3 Curative Allocntions. The allocations set fo11h in Section A.4.2 hereor (the
··Regulator) Allocatic)ns··) are intended to comply with certai n requirements of the Treasury
Regulntions. The Members intend that. to the extent pnssible, al l Regulatory Allocations shall be
offset either with other Regulatory Allocations or with special allocations of other items of
Company income. gain. loss. or dcducLion pursuan~ to this Section A.4.J. Therefore.
notwithstanding any other pro,·isions of this Section A.4 (other than the Regulatory Allocations),
the Managers shall make sut.:h olTsetting special allocations of Company income. gain. loss. or
deduction in w hnte\'e r manner the Munngers determine nppropriute so that. after such oftselling
allt1cati ons arc made. each Member's Cupital J\cconnt balance is. to the extent poss ible. i.:quul to
the Capital Account balance such Member would have had if the Regulatory /\!locations were
not parl of the Agreement and all Com pan~ items ''ere allocated pursuant to Section A.-1. 1. In
exerc ising their discretion under this Section AA.3. the Managers shall take into account l'u ture
Regulatory l\ llocations undtr Sections /\.4.2(a) and /\.-l.2(b) that. altlwl1gh not yet made. ore

CO\ll'.\ "" AC 111-: u1.::-. 1 m CD 111UO'\ Loc: 1~ 11C s LLC
                                                          P \ C l» A -7




                                                                                                         CALCE01521
                                                                                                            MR.081
li kely to offset other              l ~cgula to ry     Al loc11tio11s prev iously made under Sections A .4.2(e) and
A.4.2( 1).

          A.4.-1 Other Allocatiou Rules

        (a)   Net Profit. Net Loss. and other items shall be aJlocated to the Members pursuant
lo this Appendix A as of the last day or each taxable year. and at such times as the Gross Asset
Values or Company Properly are adj usted pttrsunnt to subparagraph (ii) o f lhe delinition of Gross
Asset Value.

       (b)     Ir during any taxable year any Member" s Percentagl' Interest changes. each
Member"s share or N1;t Profit. Net Loss, and other items for such taxable )·ear shall be
determined according to their \'arying interests nnd l.R. C. Section 706(d). u1:>ing any com·enlio11s
permitted by law anJ selected by the Managl'rs.

        (c)    All allocations pmsuant to this Appendix shall. except as otherwise proYidcd in
th is Agreement. bl.! cli\'ided among the Membe r~ in proportion 10 the Pen:cntagc Interests held b)
each.

          (d)     For pmposcs of determining a Member's share of Compuny ··c.xcess nonrecou rse
liabil ities'· withi n the meaning, of Treasury Regulations Section 1.752-J(a}(J). the Members·
shares of Compan) profits shall be deemed to be in proportion Lo their respective Perceniagc
Interests.

        (e)    To the extent perm illed by Trcnstll) Regulations Section I. 704-2(h)(3 ). the
Mmrngers may treat nny distribution of the proceeds of a Nonrccourse Li<lbil ily or a Partner
Nomecourse Debt (that \Vc)u ld otherwise be allncable lo an increase i11 Partnership Minimum
Gain) as a distribution lhat is not allocable 10 a11 increase in Partnership Minimum Gai n to the
extent the distribution dncs not cause or inct•casc an J\djuste<l Capi!nl Account Dericit for any
Member.

           A.5         Tax Allocations

        (a)   In General. Except as otherwise provided in this Section /\..5. each item ol
income. gain. loss. ~md deduction or the Co111pn11y for federal income lHX purposes shall ht:
allocated among the Members in the same manner as such itt:111s ttrt: allocated fo r book pu rpos~ s
under the Agreement and thi s Appendix.

        ( b)   Contributed or Revalued Property. 1n accordance with I. R.C. Section 704( c) a nd
the related Treasury Regulations. income. ga in. loss. and deduction with respect to any propc1ty
contributed to the capital of the Compan) shall. solely for tax purposes. be allocated among. the
Members so as to take account of any rnriation between the adjusted bnsis of such property to
the Company for fi:deral income tax purposes and its Gross Asset Value. l f the Gross Asset
                                                                                           or
Value of any Company asset is adjusted pursuant lo subparagraph (i i) the definition of Gros ·
Asset Value in Sccl io11 1\.2 hereor. subseq uent allocations of income, gain, loss, and deductions
CO.\ lr.\ :'\' AG l~ F: I·; \II' ' I'm C t·:1'" 1I lt10' LUG I ~ 11< s   I.LC
                                                                         p\(,l,i\· 8
                                                                                                      1 1 50~ !R1l ~ ' 12   1111 !




                                                                                                                                     CALCE01522
                                                                                                                                        MR.082
with respect to such nsse1 shall take account of any variation between the adjusted basis of ~uch
asset for federal income tax purposes and its Gross Asset Value in the same manner as undc1•
J.R.C. Section 704( c) and the related Treasury Regulations. Any elections or other decisions
relating to allocations pursuant to this Section A.5 shall be made by the Managers in any manner
that reasonably retlects the purpose and intention of this Appendix and the Agreement.

        (c)       Credits. Except as otherwise required by Treasury Regulations Sedion I. 704-
1(b)(4 }(ii). items of tax credit and tax credit recapture shall be allocated nmong the Member:; ill
accordance with their Percentage Interests.

         (d)   Effect of Tax Allocations. Allocations pursuant to this Section are solely for
purposes of U.S. federal. state. and local taxe:s and shall not nffect any Member's Capital
Acc0trnt or share or Net Profit. Net f ,oss, or other items or distributions pursuant to any
provision of this Appendix and the Agreement.




CCl\111.\ :\Y A< itt1:1·:.\ H;\'[ o v Cl::\ 111~10' Loc;1sT!C ·s LLC
                                                              P.\(a: A-9




                                                                                                       CALCE01523
                                                                                                          MR.083
EXHIBIT B




            MR.084
       -···-·   -....J,o.::.:.:.:..:.:.--··· ~




 ...




                                                 COMPANY AGRf!:EMENT

                                                                 Oli'

                                          CENT ORJON PECOS TERMINAL LLC

                                            . 11 Texas   Umite(l Linbility Compnny

                                                         September 12, 20"14
        ,. '
                  .    '   '




       THE MEJVIJlERSHTP INTERESTS REPRESENTED BY THIS AGREEMENT HAVE
       NOT BEEN REGISTERED UNDEH ANY SEClJRITJES LA ws. AND MA y NOT rm
       SOLD,  PLEDGED,     OR  OTHERWISE TRANSFERRIW      ABSENT  SUCH
       REGISTRATION OR AN EXEMl~TlON THEREFROM. THE TR:ANSFER OF
".     MBMBERSHtP INT'E:l<8STS JS FURTUlm RESTRiCTED HY ARTICLE. X OF Tl-US
       AC REEiVfENT.




       ~  ..........--------~--~-· .....------~                                - - ---·---···--··---·




                                                                                                          MR.085
                                                                                                        CALCE01433
                                                            TABLE OP CONTl~NTS



 ARTfCLE: l DEFlNITIO'l'>fS ............................................................................................................. 1
           1.1 .      Defil\ed Te1·111s ........................................................................................... .......... .... 1
            1.2.      CoJ:struction ................................ ............................... ............ ................................5

 Al'<.T.lCI.:E ll OROANlZATlONAL MATfERS ........................................................................... 6
           2.1.       Formation ..................................... ............................................................................6
           2.2,       7-.Jt\me ..... ,...... ,,,.,,,., .. >··tr·· ~ ··•···· · ···· · ··~···•· • ·· · · · ·········· I · ·· ... ,........................................ ..... 6
           2.:i .    . Rcgir-1tcrcd Ofticc ml<I Agc11t; Principal Orficc ..................................................... 6
           2.4.        Term ............................... ............. .... ........ ............................................................... 6
           2.5 ..      P\1rposcs ........................................................................................................ .. ..... ...6
           2.6.      · f'o''f~ r~ ....... ,, ,.,......... ,.......,.,, ,,,., .. ~1                                                                                             6
                                                                                     •• • , , . , , . . . . . . . . . . . . . ••••• 1 ·11 •• •••••• · 1 • • • • ••••••••••• ; •••• , •• • ••• , • •••••


           2.7..      Compflny f)t·opcr~y ........................................................................... ..................... 6
           2.8.        Consenr· !o Admission ofMcmbc:1·s ....... .. .............. ................. ................ ........ .. ...... ?
           :2.9.      Status of Managers m1cl Mcmbcr.s ............................................................................7
         . 2.10.      Cer1i!icutes of Member5hip lnlereS1s ....... ............................................................... 7
           2.1 l.      No Srntc Ln\.\1 Parrnership ................................................... ..........,.... .................... 7

 J\RTlCLE !fl CAPITAL CON1l,.R!BUTlONS; CAPITAL ACCOUN'!"S ...................................... 7
          3. I.  lnitfal Cupittil Contribt1lions ................................................................................... 7
        . 3.2. · Aclditionnl Cnplrnl Conrriburions ........................................ .................................... 7
        · 3.3. · Capital Accoun1s ........... ., ................................................. ........................................ 7
          3.4. No Right to Retum o!' or Interest on Cnpilnl Account. .................. .......................... 7
          3.5. ?vlen1ber Loans .......... ..............................................................................................8
ARTICLE IV ALLOCATIONS AND D1STlUBUTtONS ... ,. ....................................................... g
      4. 1.     Alloeatio11 of Profit or Loss .............................................. ....................................... 8
      4.2.· . · Distributions of Dis•~'iburnblc Cnsh ........................................................................ 8
      4.J.      Withholding ................................................................ ................................... ,...... .. 9
     ·4.4. Lin1it~1tion on Distributions ..................................................................................... r;
      4.5.      No Right L<~ Par1H ion 01Distribtnions111 Klnd ............................................. ...... ,.... <)
      4.6.      Rec-0vcry of Erroneous Dislrib~1 tlons ............................. ..................................... .9

1\RTICLC V MANAGEMENT: /\C'f'IVITH2S                                               Ot~     MANAGERS AND MEMBERS .................. 9
          5. ; .     Manag{!men1 and Cont:-ol                         or Company Business ........... ,........................................ 9
          5.2.       Resignmion, Removal. und Rcplai.:emenl of Manngers . ....................................... J 0
          5.3.       Actions of the Board ,;r tvlnm1gers ................................... ........................... ........... 1I
          5.4.       Limitations on Bmm! ol' Mm1a~..:r:f Autlioi·ity ........................... ........................ 11
          5.5.       IJ~leg<1lion of' A~llhO!'ity ; Otlfoers ........................................................................ .. 12
          5.6.       Rel1n11ce ................................................................................................................. 13
          5.7.       C;J111perw111ion Nnd E:"'penses of Mc::mb~rs und :\1<1nngt:rs .................................... IJ
          5.8.       S1nndards ol'Mnnager and Mcml'c1· C"oncluct ....................................................... 13

ARTICLE VI Ll/\BILITY AND INDEMNlfICAT!ON ........................................................... 14


CO~ll'Mi\' AGH!~l!Ml~'IJ·1·or 0:1\nl'llHION l'J.;oos Tf.H~ll:-1;\1 , l.LC
1>211-157. jl~P.'J.IO~ll(lll!llMI IM




                                                                                                                                                                                                            MR.086
                                                                                                                                                                                                          CALCE01434
                  6. t.                     or 1.:1nbi lity ................................... ........................................................ 14
                                  f..,ilnit1.1tio~
                  6.2.            lndcmnilicntion by. Cornpnny .................. .. ...... .............. ....................................... 14
                 6.3.             Conduct Nol P1·01ecied .................... .... ........ ... ............. ...... ..... ........ ........................ 14
               . 6.4.             1nsUrflflce ........................... .......... ..... .......... ...... .... .......... ..... ............ ... .. ................. 15
                  6.5.            Sti1·\ 1Jvn) .,,,,,,,, ..•.. J , j , . • . • • , . , , . ,                                                                             t5
                                                                                               • • • , . . . . . . . . . . . . . . . . . . "' • • • • \ , • • • • • • . • • • . • • • , •• , . , , • • • • • • . • • • • • • • • • • • • • • • • • • ••• , . , • • • • • , . •




. J\RTtCLF: Vil BOOKS AND RECORDS: REPORTS ................................................................ 15
                  7.1.            Maintcm1::ce of and Access tc Bool~s nnd Records ............................................... 15
               · 7.2. .           F isca l Year ... :.... ............... . ............ ., .......................... .. ....................................... 15
                  7.3.            Financial and Opcruting Rcporls .... .............. ......... ... .... ...... ........ ... .... ................... 15
                  7.4.            TnxRcporls .................................................. ............. ............................ ................ 16
                · 1.5.            Trnnsmission of'Comml1nlcntiom: .................................................... ............. .. ,... 16

 ART!Cl.E Vlll ·rAX MATTRRS ....................... .. ............. .. ......................................................... 16
      8.".I. Tct;< Clt1ssiric<1li()n ... ,................... ,.......................................................................... 16
      8.2. Con1pnny Retui·ns ................................................................................ ................. 16
      8.3.· Tax Ek~tions ................................................................................................ ........ 16
                 8.4. · Consistent Reporting... ............... ............. ............... ................. ........................ ..... ; 7
                 8.5. ··· Tux Proceedings ......................... ,. ...........,........... ,............................... ............. .. .... : 7
                 8.6.     Information nnd Doc;.;mcnls lo Cornpany ............................... .............................. : 7
               · 8.7.. Survival ........................................................... ...... .... ............. .......................... .... !7

 AR:l'ICLE·iX MCTETlNGS ANO VOTING OF Mf.tMBERS .................................. ................... 17
                 9. 1.           l\tleetin[;s .. ................................................ ........................................... ................... 17
                · 9.2.~          Voting .................................... ..................................................... .......................... 18

AR'l'ICLE x "f'RANsh:m. OF MEMBERS! llP INTERR8T8 ................... .......... .. ... ... ................ I 8
                  I 0.1 . . l.. imilalion on Trnrn:den; .......................................... ............ .................................. 18
                 1O.?..          Permitted Tr:.msfor of Mcmbzrship Intcrcsl ........................ ................................. 18
                  I 0.3, Righi of First Rel\1s1d; Tag-Aloht-; Righ ts; 'l"riggcril\f:l Evc11ts ..............................19
                 l 0.4. Conditions to Permitted Tnms!Crs oi' Membor.ship lnterc!lts ................................. 20
                 I0.5. Effective Date; Dislribulions ....,....................................... ................................... 21
                 I0.6. TrnnsreJ'or's Oblig'°1tion:; .....,. .................................................................... ........... 21
                 I 0. 7. /\ssignc<::':i Rig!mi <ti1d Obligntions ................................... .................................. 21
                 l 0.8. En~t •~ncl Conseqtieuces of Prohibited Trnnster ................................... ..............2 l

ARTlCLE xr ADMfSSJON Of NEW MElvlBERS .................................................................... 22
                 I I, l.         St1bstitutc<l Mc111bers ....,........................................................................................ 22
                 i 1.2.          Additional Members ...................................................... ...................................... 22
                 I I .3.        No Required Capit<1l Contribu:ions ........................................................ ..............22

A.RTICT.8 X!I WTTHDR;\W/\ l .OR RF.MOVAL 01-: M!';MBERS .......................... ... ...............23
                 12. 1.         Withdrawn! ofTv!en1bers ............................................................. ........................ .. 23
                 : 2.2.         Re me val ol' IVlcmbers.......................................................................,.. ................. .23
                 I"> ..,        Stntus \If fl orml!r ;\1le111ber ... ........................ ... . ,....... ,................. .. ,.. ,............ ,,.. ..... .23
                 ·-··).
A~TJCLE                 Xlll WINDING UP AND Tnt~M!NA'l' I ON ...... ,............,........................................L4

co~u•,\NY AGm:~;.~11,N r OF Ci.;N'!TlUO;'li                                 Pf.COS Ti'.llMl~.\J , LLC                                                                                                                                                                             PAGE
                    I hi
!w~IJ.1~7 f•l)i>,'J .I0.11/lllt>l /0-~l




                                                                                                                                                                                                                                                                                    MR.087
                                                                                                                                                                                                                                                                                 CALCE01435
                   13.J. Events Rcqu i1'iiig Winding Up ................................................................. .............211.
                   13.2. Winding Up Procedl;res ............................................... .. .......................................24
                   13.3. Continuation Wilhvljl Winding l.lp ........................................................................ 25
                 · t 3 .4. Liqukfotion of Assets nnd Application and Drntribution or Proccccb. ................... 25
                   13.5. Ce1tilicH:e ofTem1im1tion ................................. .................................................... 26
              ·· 13.6. Reinstatcmcnt....... ..................................................................................................26

     ART!CL.E x:r\1 ·\'ALU ATION :;................................................................................................... 26
                  14.1.            f'ail' Vnlueof(;oir1pnny Property ...........................................................................26
              ... 14.2.            Purchase Price ol' Membcrsbip lntcrcsl ............................... ,............................... ?.6
             ·. 14.3.              Vnluotion ofMembe:·~hip Interest<> ............... ............................................ ..,.........26

• . 'AR;ncLJS             xv GltN8RAI,.; PROVISIONS .. ,............................,. ..................................................26
                    r 5. 1.       A t1H~ ridme11 ts .......... , ...................................... .. ........... ... , ....... ............. ...    ... ,...... .. ... 26
                    15.2..        Notice............................. ............. .............. .........................................................27
                    I5.3..        Gover~ing Luw; Consent 1<1 .lurisdiclion ............................................................... 27
                    15,4.         Waiver.,, ....... ,...... ,, ...... ,., ...,.,, .... ,., .... ,..,,..,.. ,.,,., ....... ,,................. ,.. ,.............. ,, .... 27
                    l 5.5. ·      En!lre .1\grcement ........................ .......................................................................... 27
                    15.6.         Succ<:ssors and Assigng· ........................................................ ................................27
                    15.7.         Third Parties .............................. ....................................................... .............. ....27
                                              4




                   15 .8. Severtll)ility I•" ,, .. ......... · ~·····• 1•1•• · . ••" ........ .. "' ••••••••••. ..••..•... .. , . , , , .... ....... ,. , ~····· · .• .•. , ... .. 2'7
                   15.9 . . Constniction ...........................................................................................................28
                    15 , I 0. Excculion of J\g1·ccrncnt ............................................................. .. .. .......................28
                   15.1l .· fo\1rthe1· Assurance.:s .................................. .................................. ,....................,...... 28




   C<Mll',\;w Amu,t:::m:N'r OJ' Cl"'rnlRIOi'I PECOti T1~JH1tl :'i1\t• LLC
   b!l l 1$1, l1Si'i:'JO>liOJOl'IOill I l-l




                                                                                                                                                                                           MR.088
                                                                                                                                                                                         CALCE01436
                                               COMPANYAGREEM~NT
                                                              OF
                                      Cli:NTUfUON        Pli~COS TE~MfNAL          LLC

         This Company Ag:-eement or C .?nturion Pecos Tem1im1! LLC' (this "J\gres:ment") ISentered mto
                                                 1


  elrcdivc 1'.IS of Septt<;mbcr l2, 2014 (the ·'Effb.::lv1:: Date"), hy the per:;on:: identified on the !>i~iHlll1re
. pnge(sj bet'eoC

        \VJ lEREAS. the Company w;i~ fot·med pursu11nt w t1 Cel'tificat~ or Fornrntio11 Ii led with the
 Secretnry ot'Slwlr.: or tho St:;tc of' Texas ([he "t~1·riticqtt_Q.(fprmqtiou") effo:tive on Sep:t:mb<~i· 1'2, '.l{) 14
 (the ''FornllllJ.Q.:J..Qptc"); nnd

       WM EREA.S, the pnrtic~ dc~f!·c 10 provide fo1•the r·cgulmion ond mt1nnge111em or th<:: nflhirs of lh~
 Company according 10 thii-; Agl'e~ment nnd 1he Code (a:; her~in de!im:d);

                N<'.>W, THEREFORi~. lhe partles agree HS 17ollows:

                                                       AlfflCLE I
                                                      DEFINITIONS

          l .1. pefincg Terrns. The following definitions. und the definitions set forth in               1\12p~ndix .I\ !1.1
 tllis·Agrcement. apply lo the terms ust~d in thi!il Agreement for ull purpo!-!es.                                        ·

          "'AdclilioJ1al Cruilinl ·cpntriblltion'' means the sum (1f cnsh un(I the F:1ir Vt1t~1c o!" un>' pmp~rty
 ~onlrilrntcd  to the Compnny with 1·cspcct t·o u Mcnucr.ship l1Hc1·cst ns permitted under this /\g,·cc1rnml,
 lrn\ l!oes not include un !nilin: Capit<ll Cm:tributkm.

      . ;<Additional l\tkmbcr"· means fl person who Acquit-cs n fvlcmbership Jntere~l from the Compm~y in
exchange fol' a Capil~\l Contribution un,1. is admill,!d ln the Company as a Membe1· pursuant to Section
:Ll.21\1\er the Efth1tiv1q Dnte.

       ' 'Aflilimc" ment'ts u r·e:·son who directly 01· Indirectly Comml~•. i.s Conrt'Olled by, m· i.;: ur1de1'
co1rm1on Control 1vi1h rhe person in question.

        ••Agrct:nJ£U!'' mcmu; this Company /\grccmcnl, as it may ba               mm~ncled, st1ppl~:nented,       or restlltcd
from time: lo time.

      ·'Assignee'' 1nca1u; (a) a !)e1so<i lo wlKlm ti Mcmbersh:p !nt·~resi has l>eetl tr:insferred by u
Member or As~ign~e in v. Pcrmm~d 'l'f·r.ns1'cr, or :1~ 11 f>rohibitcd Tnmsfcr 1lwt the Compnny i~ r~q uired
by !nw H1 tecognize, but who hus 11ol become a Member•. i111d (b) H forrner Me111b~r us dest:ribud ln
1k~Ji.~1.11 .   1.u.

           1
            'CAlvl .. 1111::nns CAM Oil nnd N:1,w·<1l Uus. L '.,l'. n LnuisiH~!U limited linbi lity co 111puny.

       '·~opital C9ntnbtitic11" 111enns 1he st1rn of lhe lnitinl Copilul CnntribtttltHl u11d         Ac:~lithmol     Ct1plwl
Ccmtribulions, ifnny. with respect lo t1 Membership l mcrcsl.



COMPANY AGRer=Mt:NT OF C~:.NTtlltlON Pf:C'OS TEH!)lf,~/lf. LLC                                                        PAGE 1
3ii1457.1/SP/~3032/ll'10110911~ ~




                                                                                                                                   MR.089
                                                                                                                                 CALCE01437
            •·ccr'llurion'' mcuns c~mnil'loll t.ogi$tics LLC, ~1 'l'~:-:us li1~:itc~I lktbility c0mp11n); nml u Mcmhcr
 of I he C1mipnny m; of !he ~ffoctiv(.o Dute.

       "(ertlticnt~ or Fq1·1nmiill!." means ltrn Certili~111e of Formation ld>::nti!ied !11 Lhe rei.:itnls to this
 Agrec1m·nt, as snch ccrtificat~ may bt! cnm-:ctcd, rn~'i::11clect, or rcstntcd.

           "Ce1'1i-licme of MeJJ,tbersl:WiJnteJ'est'' menns ti cet·ti lieu!~ l'eJ.)resenllug « Member':;           M~rnbc!'shif'
 lfl1Cl'Cs1 in a fom1 approved by the Boal'cl or Mrt11Hgcrs.



            ··f;Q.U\R.fl!1Y.°' n1cans tiie limited linbility co1:1r:~n>· formei.I pur$i1mH to the Ccrtifa:nte ol' Fmmat~on.

          •;Chn11g~ of; Con1rnf'' menns ;.vilh relipec\ 1~1 a tv!embet» l hnl the owner~ ol suGh Member (as
 e,xisting as or 1hc d111c hereof) shnll (i) cemst: 10 ow11. direi;tly or indirec\1y, 51.0% of lhe out.stnnding
 ownership intcrvsts 1} f st1ch Member, o:· (ii) ccn~;,~ to ()Wl't or cxe1'Cisc voting con!rol over 51.0% or the
 01lls1m1din~ voting inlCl'l!!i\S of sui~h f\1lember.

         "~'ontrol" t11 Clll1S 1hC pOSSCSSt011, clir<~c!ly Or indirectly. of the power lo dirCt~l nt· t:<lllSC '.nc
djrediljf1 of th~ ti1UllUgCm<:('tl at11.i policies of <l pcrSO~i. whelh..:r through tiwncrship ol' voting S<:curilics.
 by CCit'1trnct, <lr otherwise.

       :'Dmm~g1::~" mc~ms nny e~q;i~nsc or lol':s (inl~h; ding r.111y i.:ot1rl <:()sls, juclgi;:ent or !lellkmcnl
payment, pcnohy, 11nc, cax. 1u1d 1·casonzblc anorncy's foes or other dispute rcsolulio:1 coi;ts) pnid or
incmred in connection wilh or ns (I cnnscguc11.:e ol :my Prncccdi11g. net ol' ail)' i11srn·antc '"'" other
1-ecQverks ie~eived by the Indemnified Perso11 with respect to the :-01·egoing.

       ''Distributable Cash'' mesns the cnsh and cash equ1vulenls held by 1fte C0111puny from opernthins
re~1som'lbly deN1·111i11~d by !he BoM'1 or Managers to be available for distriblltion lo the Memlxrs nftcr
paymc:11 of the Compony's debts, 1:xpcn:;t)S, and other ob!igntiuns, >\11d uller establishment .111d
muintemmce' of s11ch cash r~set'ves 11s the Boal'd or Mrinugc"s dctcltl1incs· shollld be rewinccl lbr the
rensonabk C\lt'renl and l't1tul'e ncecl11 or the Company's husinc..<is,

           ··Etfoc~ivc     IJJ:1 tc" i::: defined in die in!rn:.!L:ction lt} this r\gn.•cmc111 .

         "C/\.M Cnpitnl Co1hribJttio:1 ~alaru;~" mer:mH, with rcspcc1 lo CAM, the Lotul Cnpitnl
C1.1no·ib~11ion ~)J'
                   CAM iess the cumulative distributim1s ~)f cnsh by lho Company to CAM in l'C\urn oi'
CA Ni's Capilf1l C:ontribmion 1n;rsmrn\ i.o ~lion ~.2(a)(i 1 ). For 1nqwsr.s ol' \;<lk11l~ting the C/\M Cnpituf
Conlributiu11 IJ;,dance. nu deduction shtd: be made for Hny l<.!x dislnbutions nwdc k> CAM. whelht:r
pul'Slrnnt lo ~cctio~1 tl.2( b) M this Ag1-cemcnl or olhe•·wisc.

          ·'CAM Prderred RetUrn B11l<uwe'' mea11s, wi:li rcspc(..'t lo CAM. th\! 1.:t1mulativc •tcci·w~d CAM
Pn;f<:!rrcd RctLJrn less thi;- cumuhlliv~ d1stributiu11s of c<1sh by the Compimy lo CAM in 1n1yrnt!11l ~11 the
CAM Prt!letTNI Return pmsur.nl to Sectlon 4 ?.fa}(i). For purposes of r.nlclih1ling lhe CAM l>tclb:Ted
Roh..11'~' 13alancc. no ded,1crion shall be mi1dc for any tax             ~lisl1 ibt1tions   111acc to CAM, whether pursuant tn
Section il.2(b) of this Agreement or otherwise.

         "E1Ui1i' means ;my geni:nll par111c-rsl11r. li1111ted purtne1·s::l p, t1milcd linbdlty P<Ht11crship, limited
linbi!ity company, cQrponHion, joint venture, Lrusl, bu,sine!li; u·usl, ::oop1.m11ivc, u ~soui11tlo11,. ll.H·cig11 ll'ttst.
fo1·dgn busiJ1ess org<inizbtioJI, or other li1.1si11c~:-: entity.

CCMPAN'-f A<3Rl:t:MENT OF Cl,:N'l'llHION PEC:OS Tl:Hl\lt~,\I       LIJC
0?.11~67:Jl~f'/)3032101011091 'IU




                                                                                                                                    MR.090
                                                                                                                                  CALCE01438
              •·Fiscal Yc.11'· isdeJined    i11   Section 7]:..

              ·'[Qi:n)ation Dale" is defined in the recitals to this /\g1·cem<..ml.

         "1!1demnitfod Person" mcuns (11) u Me111L11::r or Assignc:e; (bj (1 M:1m1g.er. (~} n Liquiclutor (i I' m·1y);
 (cl) any Artiliul<! of the Cnmpnny, u Member or 1\ssignc.J, n Manager. or a Liquida~c.r; ahd (e)                       :my
 gov~~111ing perso:-, officer, ~~mployee. Hgen1. or owner or the Company, t1 Member or Assignc~. ll
 Manogc1 , a Uqddntor, oi- any Affilintc of ony of' the forego ing, A person ls un tndciri;1ilicd Person
 whc!hcr or not such person l!ns the status required l'u be an fnclc·•;nificd Person tit the time :rny
 Prnccccling is made ot maintained as described in Article Vl or nt the time nny amendment to 1hi!;
 Agn:emenl J$ proposed 1.11)~.kr 1'3kdlQ1LJ2•..L provided suer: pe:·?:lon h<td thc: :;l;1t11s rr.:qldrcd to b~ :m
 lndemni lied r\~rso n at rhe time of 1hc relevant actions referenced in !hi: Proceedinu,.
             ~1ndex      !UllC;''· me.ans tile 1·~1t1.1 specilied in Section 302.002 of the Texas Finance Code.

         "Initial Cnpi'h·'il Contl'ibt1ti6n 1' meons the sum or any cm;l1 •1nJ the l;-<1i1· v'nlue cir any pmpctly
 contributi;d lo 1he Company by n Memb~r with respect too Membership lnlcr('st in r.:onncl'.!lon with lht.:
 originnl iss'.lMCC of the Membership Interest by the Compuny 11s s~1 l'tJt!h ~:n 1lli.!l.Lbitfi.

        -·~AM-.12t.!.:.'Um:.~1LR1:.!.urJf mcu1;s, with n~3pect lo CAM un u111ott11\ 1;1qual to nn 8% Cl1111uk1liv..:
 con1pound~d onn uol return on th<.: nrnoum ol' CAM"g unreturned total Cnpit~tf Contribution nccrncd as ot'
 any dnle ol' del1::rminntion. The CAM Preferred Rell1rn wi ll be ciilculaLCcl by treating ~•II dish ibulions of
 lhl:! CAM P1·e f~rred Rclum pu1·sue1n1 to Section L2(ill as first being a p,1ym1;:nt or <lllY u11dist1'i bu1~d
                                                                  1


 flCt:llmtil 1111:d rnmunl rcLurn m; of' the distrib11tk1n dale nnd thon bdng u repayment af any rn1<l :ii r of
 CAM "s Cupittd Contributions as of 1he dislrihution chile.

             "LE.~.t       mem1li the lntcrnul Rcvr;;'nllc Code or '1986.

            "lli.iiidntor" is de lined in ,SecLjon J3.2{b}.
            "Mc~ jority·iiHntcrest"       mcnns 011~ or mote Members        OWlling   collectively more than 50% of the
 Pel'ce1ilage Jnteresls ownecl b}'· all Mc:111bers c11tit:cd to vote cm the particulnr issue.

         ·'Mnnager" meitris the pel'son 01· persons cicsig11111cd as ma11agc1· o·/' thc Com1)£:11y In tl1c Ce1·d~fontt!
of FonmHion and any person who becomes(.( rup.Hcemenl Manager pw·sum1t to Scctio1t 5.2. The name of
1he pcrso11 cksignated as mmmger of the Company in lite Ccrtilknte of Fol'lm1tion is Joh 1; Y. Calee,

        "MandHtl)ry Disllibtition" nleMs u11y diSlJ'iblllion tlrnt <1 Membt:r is ~ 111itled to ri:cdve und <ls 10
whic!· the Mernbor lms nttaincd the stntus of' a creditor under Section I 01.7..07 of lhc Code.

            ''Mcmb~·1" ' lllt\nll!i ~111y pcnmn id~n1itkd
                                                     .i:s i.1 m~:m bcr on fuhibit A. mid any otht~I' p~mmn who
becomes        t~ memb~r
                      or the Co111pm1y pursuunt to tbi:1 t\grccm~nt, who has not ~cosed to be n l'vh:mb<:r.
··~Jllh..si:~" means nil pcl'sons that· :H'r Member~. collectively.

            "M<:,111bership lnl<:rcst" incnns 11 Mc1"bc1"!'· 01· Assig1·1cc's eco1rnni.<.: iate1·c:st in th<: Company. Tlic
term incl udes the rv1cmbcr's or Assignee's right to receive t:l!ocntions of prnlits <ind lnsse.s                     :~ud
distt'ib;.itions as c:c.si.:ribcd in Article IV , .:ind other :·ighls um! (1blii::ntions l111dcr this !\grcc111cnl t)r t:1c

CoMPllNY AGREEMENT OF C1·:1"ff~11uo,-: P~:c;os TEHMll'"'' LLC                                                      PAGE3
G21'1A57.11SP13l03;!11>i0110G 11 l<l




                                                                                                                                MR.091
                                                                                                                              CALCE01439
 Code or           ii;~ A~;sig1wc   who hHs not been ndmillcd ns a Member. but docs not                  .r~cludc   any l'ighl lo
 pnrticipme in nrn1rngcmc>nt or uny other nght rc:-icrvcd ~rndcr this Agrl!cmcnt 01 tht.: Cod~ \:1;1;hisivcl;v 10 u
 ~1fomber.




               ~'Perci;nmge lni~r~~f'    means,. <ls to   ~my Memb~r vr Assi~ncc, the p~rccntage- imcrc:st !iel         forth vn
 E;:hibit A.

           ''Permitted '1'J'ansfer" lll~nns <1nv trnnsfer ol n Membc1's,11p lt\ t~resl th~t is Llesi.:ribed in Soclion


               ''Pm"SllJ{ m "pcr1;1rn'' me~ms t1ny indivi<luul or EnU:y.. und the heir:., executers, m.lminis!rntor:-;.
 log!)!   1·~prcsen1utives.   successors, und assigns of such '·Pcr,\lon,'' i1s and whe ·e thti uonlcxl so pelTnils or
 1·~1uircs.

               ~~l~r9.¢scdiitgH meuns· (a) an>' ihreutened, pending, or completed nci\011 or other prot.:ccding,
 wh~~1hcr          civil, ci·iminal. administrative. al'bitrnti vc, or invcstignt i vc; (b) un nppcc            of uny. such
proccctllt1g; and tc) an inquiry or invcstig<\li(>n thnt could le;.1d 10 any swch p1ucecding.

           "'Prohibi!cd Ttrmsfci·" means imy Lrnnsf'cr uf a McrnJcn:hip Int~rcsl thM i$ not n Pc:-inilted
Trn11s!cr.

           ''Rcdcmplion Nol'i;;e'' is detincd in Section 10.3(c)(i).

           .. Req§motion QpliQ;~'' is clctined m Sectio11J.03(c)(j).
           1
               '~Bbstltuted ft1£JID2£t°   means a person who is atlmiltcd        illi tt   Me111bcr pu1·Huanl lo ~££!l!J.!Ll.Ll
With 1·e~pecl LO the tronsfer o!"~n existing Membet•ship Interest.

           '   Tretl'sun Regy.!.f!.!it)ns'' meat:s the Treas111')' n.:g11!ntions p1·onltitgalcd under the !. R.C.
               1



     ' "Ir.iggeri11g H.vent" l1,e:ms the nrsl lo OC«~tll' or (a) the clnte of a Prohib ited Translcr, incltJdillg
ony trahsfcr to('.) a Member's lrustoe in ::.111nkn1ptcy, (ii) n purchiiscr til 1my t:r~ditor's or court st1lc, {iij) n
Mcmhcl''s spouse purs111111t to a decree or n <liVOl'CC COUit. 01' (iv) lhc guardian of nn incompetent
Member, (b) the cfate of" death of <m indiv1d11al M~rnber, (c) the date of 11 Chnngc ol' Conll'Ol or
termination ot fl Member lluH is nol Hn imlividm1I; (d) th(;: reinov;1! ol a Member pw·su1111I. to ~ecfull.l
12.2~ 01 (e) Lhc volwilal'y election or 11 Membm· that !s not <in individual tu \Jqu1<.Jule all ()f substuntiu!ly
all of ils r.t$sels and/or dissolve.
           '"l'ri~~vcnt ClosilJL(              is dcJfocd m Scctipo 10.J(£.l[j.

           "Triggi.;rlr1g._ff~·q1t r~1rehuscPrit;tJ" n1et1ns, in lhi! CW!C oJ' {I fVlcmbcrship Interest to be purchm;cJ
 pursuant Lo Se::ti<JJl...LO. J(c), the •'fo!r mni·ket vnlue" (lls dellm:d in this pamgrnph) (11' the Membership
 Interest ~\s of' the -dntc of the Triggering Event, determined assuming an arms length snle of nil of lhc
Co·npnny's assets l(> n third party (as a going concem nnd not n!i n liquidshon) fot· ·foj r· market ·10l~1e ancl
the application of the proceeds (lf th~~ snlc uc.:cording t(I Section 13.4. Tl1e Triggering Evc111 Purchusti
Price will be del'ermined (a) if there ls in effect as of ti1c date cf '.:1e Triggering Eve11t l1 vnlj(I Certif'iciltC
of Fair Markel Vulue in s.;bst11ntinlly the Jl)t'l'n allr.:ched m; Schedule fl executed by all Members, IJ_v
retb"1;:11cc to the folr rm1rket v"luc lbr such Membership tmcresl <IS sci l'o:-lh in i;uch c~riilkmc ol' Fair

COMPA\W AGREIWll!NT OF Cl·:N'l'I .Uf()N. l'1~c·o..; Tl>HWl\,\I. LLC                                                      PAGE4
G:114!l7,11S1'13l032101Gf/O!l111~




                                                                                                                                     MR.092
                                                                                                                                   CALCE01440
 Mr.rkcl Valli\~, timl (b) if lhere is no such Ccrtilic~1t() of Fhir M'irscl Value e/'J'cctivi: with n:spci::t to lh1~
 Triggeri ng l\vcnt, (i) b;t ugreemcnt or the Co111pnny m1d the Offl!nng M:;mbcr or the Offering Member's
 succ1!ssor in interest. us rpplick1ole. or (ii) ir no stu"h ~tgreenicmt hi rc;;~~ lwi.! wilhin 30 days e1Hcr the
 iSHllHm:c or 1he Reclcrnprion ~Joth~c, by QI\ independent uppl'~liSCI' d1os"n 11'1\IWf'lllY by lhe C<lmpauy •ltld
  the om'ring Member 01' the Offori11g Member's :rncce.."!SOI' in JJ1tCl't'.~l. LlS npplit::nblc; p~c>vided. lli,~.
 thnL in <letcrm;ning th<'! foir marker vaJue or a Member's Membership h tc1·cs1. such npprui~c1· .i;hall take
 into ucootmt lhe CAM's Capilul Contrilii1Lion Bal•rnce nnd lhc CArv! Preferred Retmn Blllance 11111d slntli
 incretise <>I' dec1-e<1!;1; Triggering l~v<::nl P\11·c.:h1.1:.~~ Prir:': r.i' cuch Member·:~ Mc.:rnbcrshrp h~lerest
 accordingly. Any fair rn1.1rkc: valnc ilgrcl!d by tile Menibcf::i i~1 n Ce1 ldiculc ul' Fuir Mu:·kl'.'.t Vul~:r; :-;ha ll be
 effective until .he earlier of (A) 90 days from the date set f()l'th in any s1a.:h Certificate ul' r.iir 1Vli.11·ket
 Vtdt:~. m (A) th~ <fol~ tlml u new c~rtilkutc <ii' Fuir Murlwt Value has been executed by u!I of the.:
 Members. ·
            1.2.     Constrnctio11. In lhis Agreemem, unless a cleal' contrnry int~nlion appears:


                    (b) .   refer:=m:e lo any person inr.:lndcs \iucli person's succes:mrn unc 11ssigns but. ii'
 npplicuble, only if sud: successo1·s mid m;sigm; are not prohibited by this t\grec1m:nt, and rclert•nct' V.) o
 pci·so11 in lt pnrticulm- capncity cxch1dcs sttch person in any othe1· cripm:ity er in{! ividu~lly:

                     (~)          relel'enc~~ t\1 imy gendt.:I' in.:lmks lhc: ~1lhcr gender and !ho neuter;

                   (<l)    reference t<)· :my £1grecmen\ er other document means sud1 UJ:;i'el~111er:t or 1.11he1·
 ctocun1c11t ::is mnc:ndcd 01 modltied oud in eifocl l'rom lime lo tirne;

                  (c)       reference to any swtute, t'1;!ciLtlnllon. or olhr.r lcgul rnquirtmcnt menns :mch legal
 t•eqLJii·ement us i:11ic111.1cd~ 1:~odil~ecl, codified, rcpla<.~cd, Oi' n.~nacted. in wl1oie <>t it~ purt, w1d 111 crtl~ct
 from lime lo time, including rnles Md regulations p1·omulga1t:d thercundcl', a11d reference lo any section
or other pro~·tsion of uny !egul req11ircincnt ntc::cms 1;1nt provision of such lcgul r~q u ircment lhlrn U"I:! lo
time in effect und cc:nsriMing lhc &ubswnlivc Ctm1mcl111cnt, modilic~Hinr.~ 1:odifki1tion. rcplnccmcnt, or
rci!riactment of Sl!ch $ec:icrn m oth1;r provisio1\.:.

                    (I)                                1
                           ''hereunder," ' hereol~ ''ht!reto~" iind vvords of' similar import rckr to
                                                              11
                                                                                                                                ~'.1i:;
J\grcement a~       a whole ~md nol to ~my partictilar· Article, Secti011, :w othel' proviSillll h{:ruti!';

               (g)     1
                        'inc:Jding1' (and with it:; cor;'::!lfltivc meaning               ·~inclu:l cl>) mc~ins   including without
limiting 1hc generalily of any description preceding such term;

                     (h)          "or" is used in lh.:: inclusive '\c:1sc or··mld/or":

               (i)      with rc!ipcc1 10 lh.: detci·mimllion t)!' rniy period or tim~... from'' 111en11s --rrnm nnd
inclHding'' und ··to" means ''lo hlll excluding.. : nnd

                    (i)           rc:fon:rH.:e:> to   ngr~~mentu   or olhCI' do1;umcn\s refer os well \o nil uc.:dcmla.   c.~hihit~.
sch~dul~~ 1    or umondmcnts            Lhcn~to.




COMFAN'f A<3RJ?.~MENT OF C:!~N'l'tlltlf>N PF:co:i TtH1,l1Nr\I        f..,l,C                                                PAGt;li
621i4li7 i/SP/330J2JOi01/0g1114




                                                                                                                                             MR.093
                                                                                                                                          CALCE01441
                                                            ARTICt..E ll
                                                    O!tGANJZATJONAL MATTERS

        2.1  For111a1io1t 'i'hc Cnmpany wmi formed pu~uruH rn the Cfrti f'icatc nf Fot"~ntio11 cl'fcuti v·e
 us ofthe fonT,~ Dni°e.
             2.:2.      N11mc. The Company's !inmc is us sci torth                 i:~   the Cert i·f;c;-itc;: of r:·ot·rnMion. '!'he Board ol'
 Manngers may change. the Company m:me Ht any lime without the npprov.:I or nny Mcmhcr by filing .:1
 ccrtilic.:nte     or mrnmdment to the Certific:.1le elf Form<1tion. The 13oard of Vh1;,nge1·s shn!l pmvidc notice: ol'
 ony such ~h;'lnge to oll Mcmbcnt Tho Company's business mny be c<mch1i.:tcd undcl' its name nnd/01 ;my
 oll1er 11mm: QI' nMncs dce1ned ndvisab!c uy the Bonni or Mu1wgcrs. The Bonrd or Mrnn~ers sllidl CHUSC:
 to be execi1ted nnd filed ol' record all ai:su1111~d or lictitious m1··.~e certificates for the CompHri)< ns '<ll"t'
 l'eqttired by lnw.

            2.3.        Registered Office and /\gent: Principnl Of'licc.

                      · (<1)  The ::;tre0t <1.ddt·ess (11' the i11ili<1I rcgi~~<.:rcd of'ficc ol' l'h<:: Company in Texas and lhc
 nnmc of the initinl rcgislcrccl u;,;ent Clf the Company are tts set forth in the Ccrlifici1k of Formation. The
 Ooard of M•magel's may chc111gi: the C()mpany's r·~gisterl!d offh;e or rcgis1e1·ecl 11ge1ll al any time b)• f1 1ing
 a Cha·,;gc of Rcgls~crcd Agent and/er Registered Office as 1wovided ill rht! Code. The Botu·d or Manngcrs
 shull pt'l'l\•i<.lc Holicc cf the chmige w}111 Members.

                        (b)          Th6 tl!ii:frcss of th<: principa l office <1f 1hc Crnnp;:111>' i11 the         IJ11ik~(I   St'atcs where
rucord!; ure to be kepi or mad~ avai lab I~ under Section ! 0 l .50 I of ihe Code shal I be ns determined by
the Bonni bf Managers. The 13oard of Managers may change i·he Company's p1focipr.! ol'lice in tl1c
United States at tmy time 1..:pon notke to 01e M~~mbers. The Co:npuny shall keep m its reg1~te1·cd of;i;;G
m1d mnke available lo a Member on rcosonabk 1"'.:;qucst 1he slrc~t Hcklre~s of the Co111pnny•s prindpal
nnic0 in the Llni1ed Srn11!S.

            2.4.       T~J.!!1,      The Cumpm~y will       ~ontin11e     uri1:11ermim11ed in accord<rnce with Article Xlll

            2.5.       PurnQ.~s.
                       Th<:: pllrpose lor which th<: Comrnny is orgnnizcd is for lhc development nnd
operation of lhe Project Hnd1:,e 11·ansaction of nny and all lm.vliJI business ror which n.,~itcd !iabiliry
companies mny h~ orgnnbmd under the Code.

            2.6.   l'owern. Suqje<'l to 11ny limil~1tions in this Agreement. the Compuny                                11Hl~" exercis>::   the
poweJ'     to do any nnd all acts t'eHr;onably rel11tecl lo iis pw·pnl1es.

           2. 7        Company Proper lj:'..

                  M All Co111pt11~y rrop<~rl)' :;hnll ho owncci 111 the nmnc of tho Cnrnpm1)1 nnd nol i11 1hc
oun1e of uny M~mbtl'. No Mt~mber 01' AMsignt:c will huvc uny i11ten:s1 in sue:~ Co1npt111)~ propi..:!'ly-sull.'ly
by ri::nso11 of the f\'lcmbcr's sta~us as u Member.

                 (b)  The Board of tvbnag~rn shaH cause all funds ol' thi;: Compimy to be d(c.;pmritcl.l 01·
inveslc-d in u11 nccmmt or accounts m the narnc of the Compa1~y. No fund~ other thnn 1·he funds of ~nc
Cornpnny may be deposited 1he1·ein. Thn runds in such n<;<Jotmls slrnll be l1S~) d ~~>-.elusively lor tbt:
business or the Colilpuny (i11ch1dl11g distribution~ to the Men·,be1 s) i1l~d m,1y be w;thdrnwn ouly by·
persons approve<! by l11e              l3oart~   of Managers.

COMPl\NY AOREEME::Nl" OF Cl'.'i't'tl tUO:i P1·:< '0.'l T 1·'.tt,, lff''.\I, LLC                                                      PAGE    IS
5;111457, 'l/$P/3l0~2/ll1011091114




                                                                                                                                                    MR.094
                                                                                                                                                  CALCE01442
         2.H, ~Q.!JJCtlL.lP Nlmissipn                 or
                                           Mli_nlb\!r~ . ffoch person executing !his Agreement co11se1~1s to
  the ndmission us memuer!-i in the Compflny all of the other pcr~on:-i whn itrc Mc.:mhc;:·~ ns of the tbtc SiH.:h
  pel'st11~ cxui.:t1lcs this Agre~menl.

         l .9. §lllli.IS orMalli1!k,g,f!.,Q.(l~i. Members. l~xci::pt 115 otherwise p;·ovide!d by Ihis Agrccmc11(, C'! i1Ch
 Me.n<igo1· has the stratus, rights, nml obligl.lt'iom; o!' '' ::i111iuger il~ n limited J;11bllity compm1y ns sci lof'th in
 the Code, and cuch Mcmhcr ha~ the slHtl1s, rights. und 0!);igotiom1 ~11 a mcmbeJ' in a llmi11.:d l!nbility.
 c~ompany ·as set forth in tlte Code.

            2.1   o:   £grlificn~§:JL..Cll' Mcn·1bci:fil.'Un.lnter~i?J.?.·   If provi<led by the Oonrd of Munngers. c.;ach
 M~rnb~r's 1\ll~'!tnbership lnt~rcst          im1y be rcpl'escnter.I by ~) Ccrtil'icmc t')f Membership Interest. Em.::h ~m;h
 Certitica1e of Membership inrcl'esr1 if any, shall be numbc1·cc!                      "illl(t   rcglsrc1·cd iP the 1·c.co1•ds ol' lhc
  Co:11pany as they am lssuecl, and shall be signed by two o!fo.::crs                    or
                                                                                 the Comp.nny. The holder or <m)'
  C'ertifo,;nte of Membership interest shall promptly noti'l'y the Company. ot' rmy loss 01· destruction \1r tht'.
. cerlilka!c:, ~mcl !he Company ::;fwll cause;;, rep!ucemcnt ct:rllfo.:ut-e to be i);St1ed to th(:' holder upon receipt
 of satisfoc'l'ory' evidence M the loss, desll'uction . er ni:.irilotion or t!:c ccrti ficatc und satisfol:I ion c( otl!~i
 l'CU301lilblc Clil1ditio11s estabfo;f1ed by the Bomd or MtUl<lgCt'!::.

             2.1 I. !j..Q.,~J.~t.1-1!..'!f...fa.u:tiiei:.s.bill· The Mljmb;::rs i11terni lhi1t the C.o~.,.!pm1y ill 1101" partnership rn
 joii1t ~'enlure, nnd thm no Maimger 01· Membei· is a 1~nrrner or a joint venturer ot' nny otlter Tvhinugcr or
 Memher, IC>r uriy pttrposG5 nthcr lh.un income: tu:.; purposes No provision of thi~ Agreement rn.1y be
 uon,sl t'tt..Jd to !')Lt!J.gcst othe1·wisc.

                                                             ARTICLE HI
                                    C1.\.1°1TAL CONTIUUU'fJONS: CAPrTAL ACCOUl'\TS

            3.1.       .l11itinl C.apitit! Con'tribuli9pe. Each M~111bc1 ·s Initinl Cnpitul Con1ribi1ti<rn is ~cl forth on
 fl.xhthi1 A.
       . 3.2. ·r.~liJ.i.QnaLJ&.i2itfilJ;_QDJ.ti!,.1l(})$'•.D9.· No Member shall be niquired to 111t1ke Adt.l itioual
 Cnpitnl Contribt1tio11s. No Member has the right or is pcrrnillcrl to mHkc any L~thcr Additionul C<1pilnl
 Cont·f'ibutions unless (a) lhe Board 01~ Managers approves such A~ld it ional Capihil Conll'ibulion aH1.1r
 notice to all Members ol'(i) lhe fllllounl ortbe Addltiom1J C~1pttnl Contribution to b{~ mode, (ii) ll11! effoct
 of' lhe. Additional Capitnl Contribution on each Membei"s Percent1.1ge lnl~rest, lmd (iii) olht:1' :;1otcdnl
 infonm\lion rclevnnt to the propo~d Additional Capital Co11u·ibu1ion. and (b) all Membel's Mc afforded
 on oppommity to p~trticipcJe Ill the /\dditionn! Cnpiltil ConlribHtint) m~cording to lhcit' 1·ch1tivc:
 Percentage I ntcrm:t~

     J .3. CHpilal Atcounl~. Th(: CompMy :-;hull c!it!!bllsh H septtrnlc C:1pitnl ~\<;count for oa<.:h
Member mid Assignr:c. Tilt• C.ttpiwl A~'.~Otmls shul! be n1~dnt~1i11cd acccmlitig [() !he provisions of
Afilh!ndi~.

          3.4. .tfil... Rir,hl, tQ Rcl,~t!' .(lf 01· in1c1·cs1 tm~~J!1J.tl..8££9..ll!.1l· No Member nuiy cle11Hind or
1t:Leiv<:: the return of It:; Capi1·;il Co11rriblltion or any portion of its C'crpilnl Account, cxr.cpl nR provided in
(his Agrcemcnl and the Code. N..!ilher <WY Man<1gcr uur uny Mc:mbt:r lms m1y pcr:mmi! l:abtlity !Or 1:1\!
r~~pny1"C:l11 oi' m1y Cupi:~il Co11triburions of any Mornbcr. NL1 iritercst will acr~ruc or be pEJi~I willl respect
lO tltc Capitul C:o11lr1 bllti(>11S u1· Cupirul J\l'C{iUnl ol uny Member.




COl\WANY AGREEMeNT oi:- C1·:N'l l•Ht0.'< PK<:O!' 1'1m~11N1\I , LLC                                                            PAG!::7
lll,145T.11$PtJ30J210 J01/09111rl




                                                                                                                                             MR.095
                                                                                                                                           CALCE01443
            :1 .5. .M~ru.ber L2an~. '1110 Compmiy· may bon·ow money from one or more Members lo lhc
  cxten1 the Bor.rcl of Mmwgcrs deems appror;·intc to the contluct of the; Company bus i nc~s on lcrms llrnt
  comply witb lhc 1·cquircme1H$ of Section S,S{b)[iii} (rclnting 10 related pnrty l1'H11S()Ctio11s) The wnount
  cfimy loim mmlc to the Comprn1y by n Member wi'l 1101 consti1~:tc u c~1pilal Contributwn or uthc:rwisl.!
  11ffoc1 s11ch :vfom!Jer's Cnpitnl Account rn· tv.fembcr.-hip Jn len:sl.

                                                                      ART1C'LE 1\t
                                                                                     l)ISTt~rnurmNS
                                                               1
                                                    1U.LOC/\ l'!ONR ANO

              4.1.          Allocnllbn ol' Profit or Loss. Compm1y prolits <rnd losses shall be dlocatctl nmong the
 MctTi b~rs :md Assignees in m:cord~mc~ wilh the provisicmi of AJ2Dendix f1, The Mi:mb~~r~ nre aw~re                                               or
 the income t<~x conseque11ccs of t'.1e tl!iocationR nmdc by 1\1mc11di~ A and ag1·ee to be bound by the
 provisions or L\W.!ili.liflX J\ in rq,orting their :;hnrcs of Comp1111y incl)me ancl loss for incn111c ta;<
  purposes.

              4.2.         Qist~l;iuri ons Qf Disttib11tnbl.c Cosh ,

                           (<'\)          12xccpt   ~s   otherwise   provid~cl     in   ~ecli21L!1.Z.f:..'21   (rdt11i og to di:;1l'ibt1lion!\ to pny
 laxes), Section 4.3 (relnting ln withho lding). S~ction 4.4 (rc:ltning tn limiu11lo11s Oil cllstrihutirn1!i), or
 Secti<m 1J.4 (r·~J<1ling lo l i q~1idating distributions), Distribitlnblc C:isl1 shuil be distributed lo th~
 Me111be1·s os lbllows:

                                          (i)       l'irn!, to CAM   !i1   payment of lhe CAM Preferred Return until lhe CAM
              Pt'clcfrcd Return Bnlancc has b0cn t·cdu<:cd                   t()   ~.crn;

                             lli)   hexl, to CAM in puyment of ('1\M·s Cnpitul Contribution llntil                                       lit~:   C/\M
              Capital Contribution Bnlm1cc hai4 been rccluc~d to 'Zt:l'Oi nnd

                          (iil)   linai!y, to the Mtm1bcJ'!l aceur<.llng w thci1· Pt~ f·ccmug~ Interests. The 13onrd
           . ofMnnagcrs 111ny providt! lbr ~ rccl:ird date with respect lo distribuLfons.

                     (b)       'f'o lhl:' i;xtent the BotJrd or M~inagers de1ern1ines lhul imy !VlcrnlH:l' ()!' t\~:iignce
 has nn unfonded Hi:-. Iiohility U!'i u re~ull of alloc.:ations or C'ompnny !ux ii ems for nny 1M• year, then. to the
 cxtcn~ the Company lrns flmds legully 11vuih1b!e l'cll' the pnyment ol' cligtributions to Members, the 11txird
 of ~..fonagcrs sl1111! mnkc:: a spcc.:inl tflx di~tl'ibu t ion ;o ;111 su1..:h Membi.:r~ and ./\ssignt;:c:; rwu :·~1111 :iccordhig
 to their relative t1nfi.1nded lilx linbilities in the mi11lrnum mr1ot:n1 ncccss1wy to p~1y ;ln)' slt'~h 11111'u 1\clcd lll'I
 li1.1bilitie1>. For t:1'.s purpose. o Mcrnt/e1· or /\ssigni:c i:i dl!cmed to huv~ on unltJ111.lcd t~l< liability for a li.1:-<
 yer.r to th\'! extent (i) the crnnulative nmo~1J1l 1jistribulct: lt' the MfJmbcr or Assigncl.:.'. tmi.Je;· Section 4.2(a'j
1mcl advanced Lo 11tc Mcr1bcl' or Assignee Lmder this ~~Qn 1.2(b.} (and 1101 previously r~covori!<l) !'rum
 the i::ception of the Cornpany rhrough the end cl' the such tax ycHr exceeds (ii) rhc Mcmhcr~s 0 1·
 Assignec·s hlx linbility -.vith respect to such lvlcmber's· or Assignec~'s cumulutlv~ ullocabb !ihore or
Compmiy tu,'\ i:erns fo1· all pol'iods frcm the inception of the Compc111y through the end of such tax yc~u'.
Unless the 'Bean:! ol'Mnnugers determines 01!1envise, the tt1.xcs clue for cnch Member and Assignt.?C shnll
 be ~alcttlated by uss1.1111i11g that lhe Mcmbe1 or Assignee is an indiviclltfll taxed nt the highest lH:-: mtc
app1icable lo the type of income involved. J\ny such tax distrijution slwll, !'C1 the ext.en! it cxce~d s tl~e
llrYll>ltnl ~he Membci' or Assigi!e<: \\\11t.ld otherwiso be cnli tkd w receiw under s~~1.:1icm 4.:2{n,l, he tri::ti;ed
as nn advm1cc i:gai 11st~ und slmlt be 1\:cMc1·cd froni. 1unnu111s .subseque11rl)· di.:;tribumb:e umlcr ~ctio.u
4.2(a). No interest shall be chmgccl on :my st1d1 t<ix dis1ribt:1inns, <H1d 110 Mcmbel' lll' A:-1:;igm.·~ ~h·tll £i·1·
pe1·:;onnJly lit1\)lt~ i\)(' thl.! rCpll)'fllClll to lh c (\1111prn1y l)J' lh1.: fVl<:mburs ot' l~ ny ~llCh l<1X dtS~rib1.1tiu11. r•1c

COMPANY AGREJ;ME:NT OF CJ.:N't\IHJON P~:cos T1:10 llMI. j ,i ,c                                                                             PAGE8
521 1411t.1/SP/33'>.l;<IOto l/U01'1 l ~




                                                                                                                                                          MR.096
                                                                                                                                                        CALCE01444
 l3oard of M~mngcrs may mnkc i;pcciol rnx diMribulions during 1he !,ix year in ac;.\Ol'<hmt:c with lht~
 princirlcs of' this Section 4.2(hl to lhc 1::-.:lcnl nc.:cssmy to 1\md puyn1enl!i by M1:mbcrs cmd Assignees ol'
 mil i milted 101x pnymontb.

         4.3.     Wi!JJ.hglding. The C~ltnpuny sm1l1 w1thhokl from distributio n ~~. or p1;1y on bchnl I nf i1
 Member 01' Assignee, all ClmOlll11S' lhHl t~iC Bonrd ::ii' rvh1m1t;crs d1.Jlcrn11nes \he C4omp~1ny i.s 1cquir~d lo
 wiliihn!d 01· pt1)' on hehnlr of sllch pen;on (induding fcdi:rnl And ~t,Jh: >:c.:oin<.' tu.I\ wilhholding) , All.
 amou;1ts Sl\ witlthdtl ·from cii::itributions are deemed to hnve bec11 distriblltecl 10 th~ person othc·,wisc
 entitled t<> 1·ecdve the timounl so withheld. Tci the extent un am\1,ml ili paid l>y ,he: Co111pn11y·on behall'ol'
·a Member or Assig1\ec but nol withheld from a clistriblttion, the amou111 1n1icl con:-;titutc~ 11 1001~ to such
 Memb~r or Assig1lee. Such loan beat·s inlerf.ll\ <11 lhe Index Rt11" a11d is rnpay~1blc~ on dernanci or. t'l the
 electinu of the Board or Mmrnge1·s, ls 1·epnyuble out ol' distributlons tn which such Memb·~r 01· As!:ilgncc
 wou1~1 othl~rwise       be entitled.
           4.4.       U111itnti(l11 ·oi'   Distribution~.

                · (n)       The C.\H1Jj1m ·y may 11ol 11n1ke o clb:l'ribul'i:m lo <1 Member m· As5ignr.c if il wo-:ld
 1cndcr lhc C,-:impnny insolwnl. dc1cl'mincd in nccorclanl:c wilh Sc\;tion 101.206or1l1c l'mk. A Mc111''>c1
 or i\ssi~llC(I who l'l.'!l!eivcs n uistribution in violoti~·ll o!' St::.!ion 1Ol.206 DI the Code is 1101 rcqui1\.'d lo
 rctum lh·~ cJislrib~ttion CXt;<.:pt ru; required in s~clion I() 1..206 of the C0ctc,

           · · ·(b)      The Mc1i1bers shuP look sGlcly lo lhc 11ss~ls of the Comprn1y !'or ~my distribution$,
including li<Juici[iting dhmlbulions. Ir the ussets ol' the Company remaining utlc!· the rmymcnt or
discharge. or the provision for pay111en1 or dischargc1 of lhe Compitn)1 linbt:itics :ire insuffici'ent to in~1ke
any distribut1m1s, n<> Mcmb<;;1· h~s ~my recou1·sc ogainsl thc scp111·11tc 11;;sets or n11y 01hc1· Member.

         4.5.    lio Rig.ht to Partition :w Dis1ributjo.o~ ill ](JQQ.. No Membci- lta;; Oil)' right, nnd wuiv~s .:m)"
right'l hal it might "therwise hnve, to couse nny Compa11y proper~y to be p~1r~iti<1nctl und/or dislribt1lcd in
kh1d, E·:\CCpt. us provided in Section l JA!.!.D (rduting. to liqiiidaung dis1;ib:..!tir.ns), lhe Compnny m~y not
nwke uny distrib~aio11s iu kind.

          4;6. .!Wco.yer;,.;_cil~.ruJ.§.Jlli;1db1.1liomi. .If the Company hrs, purswml l~> lll'Y clcnr nnd
imtnifosl m:t:'ounting ot' similar errnr, diS:tributcd to ::t!1)' Member un nmm:nl in excess o!' the mnmml. to
which lhe Member is entitled put'sunnt to this ,6,grcemtnt 1 the Member shnl! reimburse the Co111rnny ln
the l!)l!enl or such excess, without interest/ Wlihln JO days aner dcmrn'd by tl1e Cor:1pony

                                                        AH.TiCLE V
                      l\'f/\NAGEMF.NT~           ACTrVfflES Of MANAGF.RS AND MEMl3f.RS

           5.1.       Manags.me11l und Control o!'Comm111y             (~us inc~s .

                 (a)        Subjec.:I \ti ihe Jimilatiuns sel '.hrllt in thi:> Agn:1:rnc11l, tl 1 1~ Fhnin.I ol' Managers has
t~Xclt:!dve mnhol'ily lo manuge und co11duct the Compuny's business. The 13oard of Managers sh,)11 do ull
 thir1gs approprl~1te to carry out the Compuny"s purpose and tJ1c.; t1•;1ns11t.:lionll 1.:1111tc111plntcd ty this
Agreement. Except .-i~ otherwise prov1c:cd ill this Agreemenl, nl l uclioris thut the l30<1rd ol' M1.Hrngcrs mny
lake <md (ti! clr.\crmin<ltions th~;t thi:: f3outd of M;.mngcrli may make purnrnml 10 \his 1\~n;c111cn1 riu1y be
IHkcn <111cl mode lr: Ilic: ubsolulc cliscn:l\on of{hc i3ourc~ or Ma11ngc1·~.




COMPANY AGfteSMUNT Of' C!?.Nl'\:ltlON PJ·:('o:.: Ttm1\lf/i>,\J, l1LC
e2114M.1/SPl~~032/0~ 01/001 1 1~




                                                                                                                                  MR.097
                                                                                                                                CALCE01445
                 (b)   ·!:'.txcept us pl'OVided in S&.filions &~5(n} (reh1ting lo tax molters), the Mcmbcm; mny·
 l1ot take purl in the mtmagemenl or control ol' the Company business er bind the Comrmny in their
 cap~Jcily a:; Members. The Members shall not have the right lo vote 01 otherwise co'1set1l ur withhold
 1.:0i1SCl't 10 i:ln)' klctionS taken by the l3t1Ul'd of \ll:i1~uge;1•s ~XCCj)t wilh fCSj).!CI lo SLtCh liillltCI"$ tlS UI'~
 <;.)(pre~sly ~!nted In ;h1,') Agree111e11t.

          5.2.     . &.~i~m1tio_11,· R~mgval, and R~ruru;£ment ol Mnml'J&r~.

                  (H)    JTu.?.jgnulion.. J\ny Mu1rnge1· mny l'esign ns n 111:111nger of the Compnny upon notice
 lo :'Ill M~mbc1'<>, which resignation shall be cl'fcc~ive im1ncdiHt'cly 11pon delivery of such notice. A
 Manager is deemed 10 have resigned ns ti mn111;gc1· ffi' the.: Comr>any cffoc1ivcly. imml.ldralviy uron 1hc
 lollowing eve!1l!I:

                           (i)   U11)i· CVe111 ~pccdkd l :1 Section 153.l.55(l1)(4) or Scct1011 15:3.155(n)(5) oJ'
          the Code (relating to bankrnptcy Oi' insolvt:n~r pn.)cei::dingg with rc!!p1.;c1 lu <t gcntmd pnrlrn.::'),
          tlpplicd as if the Manager ·were u gcncl"fii pttrtncr;

                           (ii)     it the Man:igcr i$ un individuul, the Mnnug~r!s dculh~ the uppointm1.:11t of a
          gtw.rclinh or g<::m~rnl consc.rvuto1· lor the Manager, or ii judici.tl dctcmmnnlion Ihm !hi.' Munnt;cr is
          inc~'pable of performing the Manag~r·s duties u11der Ille Agr~emi;;nt; nr

                            (iii)·    if the Manager is an cutity, the tel'minat1on ol'-lhe Mnn11ge1"s ex1slence 01·
          ~usp\!t1:;!otr ofillc Mrtnagor's   right tQ do business.

A. resignntion pursllimt Lo para~rnph (\[) ts nol :i vioh11i<1n or this ~tion 5.2<ill, w.:ovid!id the estate 01
persor:nf representative ot· other mi!hCH'i1.ed pcl'S(l r~ pmvidcs Mlice of the dee111ed rc:;ig110Uon Wilhi11 90
d~1ys alh~t the eve11r giving rise t·o the deemed rcsignntion.

                   (b)      Removal.

                            (i)      B_c111ovnl lbr _!'.:nttsc. Any MMugcr rrrny be ren1ovcd r-ts mnnnge1 ol'lhe
          Cotiipany upon thc·affirmativc vole of one or more Mcmb~r!) ownhg collectively nf least 75% ol
          the Pcn;c11le1gc lntcrcs!s ir lh~i·c ($ c11u'lc for rcmwat LL'i spccil'iec:              ii~   Scc:lion 5.2(Q).(ii} Hnc:I the
          Comµanv 1-ws 1'00c:ived u writ1cn oninion of cmm~el 111<1!'



                                     (!3)      1hc rcmov<1f of tbc Me111::igcr is not prohibited i.1ndcr ;:ny Imm
                   .1grccrnc111s, i.:ot1trnc1~. or olh1;;1· applicabk! legal   req~~ircml:!nt::.

                          (ii)    Oeli111~io11 of' Cnusq. Cm1Sc         ior 1·omovnl exists only if' one or 11101·t· ol' the
         fo ])owing c<,lldiiiom. has occt1r1·~d:

                                     (A)      there has been a clwngc in Control or'1;1c t\ifanagcr;

                                   (13)    tht: Mimngc1· hns t.:!ngnged in wrong ru: C(lnd\11.!l d~scribtid in Ssl.;tion
                   6.J(a) thm advl.)r.sdy nnd materia lly nffoctcd th<.' Company business or tne Mqmbcr.s:




COMPANY AG~E:EMENT OF Cl~"ffl IJUON fll~C<Jll Tt:Hil!IN,~ 1, I ,I .C
!1:.?1 ~t1G7. "SP/33032/Q10110l1111~




                                                                                                                                            MR.098
                                                                                                                                          CALCE01446
                                          (C)       except as permitted hy this Agrc(;111cn1 , the Mnm1gcr lwr (n;gugi.:d
                     i:1· i,;ondtl::.:I rc!llllng to the Compan)' L~m1 i11 .:ss !·;ill l!us ni:ide It nol rcwm11ubly pni::tii.:ab!<:
                     111 cnn·y on the Cotnp<llly '.-n1si11i.!s'l wilh the    Ma11:i~c1· ;


                                          (D)       the M;1m1gcr or fln Al"liliate ol' the Munuger has beeti convic;tud uJ' n
                     folony;    oi'

                                    (G'J      a lim1I jmlg::H:!ni or n court ol' \!ompc1enl jLtrisdiction h11s been
                     c11lcred that the M:inng~1"s remov~l is neccsst11·y to comply with any requii·cmcnls,
                     conditions. or guicl<::llncs contain~d :,, uny opinion, directive, ordc1" roling, or re~ubtion
                     of' fl l l)' ledernJ or stnlt:   ug~ncy 0 1 .!,;diciul Hlllhority      or conlm11cd in   ~my.   fcdcrnl or   SlHIC
                     sl'!tute; or

                                         (l')       the Mm1ngcr commits a mmerial b1·ench              or any    rn1vi:1fon   or this
                     J\grc\;mcnl, which hl'ench i.s not cured within 30 <h:ys of notice thereof.

          : 5.J   Elect ion or RW<J£!llil.fill!...!Ylamiget If the MMagcr resigns o:· is rcmovec! :-is ihc mu:iager
 of the Company,, within 90 dflys following such resignation (>r r1::1novnl u Mqjority-in-incrcs! mny c:ecl
 l:l replncetnent Man<lger of tbe Compnrw elleclive ns or the- dote 01·· the former Mi:!nllg'7r's re~ignolioo or
 t'Cmuvul. The mp](Jccmcnt Mtmag•::r shHll l'ilc miy rcc1ulrccl omendments lo lhis Agreement lo reflect tbe
 rcsignr.tion or removal •.)f the former Manager and lhl! clecltcn of the t-cp~Hcoment \.fonugcr. 11· lhl:l
 Mcmbm-s fail lo clcc l a rcpluccmenl Marmgcr within 90 d•1ys J·ollowlng the 1"C:signal:on or rcmovn l of 1hc
 f'onncr Ma·11:1gcr, the Compmt)' shall b"~ woW11,l·i.1p ~ii.:cvnl i ng tu f\rli1,.k Xll !.
           5.4.      Actions ur .he 13oo1'd oiJv1ona~..Cl'S.

                    (a) . l!X1,;c1)~ ~is ;-;el lorlb herein, mc\!tings o:~ the Bonrd of Mnnugc!'S shall be held in any
rn;inrit:r ;lllo\\red by Uie Acl, inclu~lln g by mcims of 1.:on!'crence lclephonc or sim ilor cnmmunicnlion
equipt11cnt :1· each Mnnngcr pm-ticiputin~ in rl!c n1eet:ng cnn henr iind be !~etml by tilt olltel' rvlmrngcr.s
part icipating in lhe meeting.

                (b)   For pw'j)oscs of esrnhlii;hing. .a qu<ll'llm nl a11y Sltcli meeting oi' 1he Uor:rd                            or
Mnnngers; it is necessary thf.t all Mnnagcrs uppoirtt·ed by. the Members be present

                    (e)        AJ?provnl by lilt> unanimous vote or written consent of the Mm1agers slrnlt be
rcqui1ed l0 ap1wovc any action by the Board of Managers. In the event nn ;iction i~ t1pp1'<Wed by the
BoMd of lVfotrngers, the Mmiagcr~, indtvldw1lly or ::olloctlvely, Rhull be authorized to carry out ~u:.;h
<iction on belrnlf or l'J1e    Com1~111y .

                   (d)     J\ny i:1ctio11 of the 130.urd of YlMoge1·s to be mkcl': by wrillcn                   co11scJ1L   must bo
signed    by nil of''thc Mrmagt~rs to be effective.

        5.5. WD.1i.!.-1!.11ons on Board of Mmrnu.::rs' Authm. The Rourd oi' Mnnngcr~ m.1y not do ony
of the following ui.;ts wi1hm111he approval oC:ill Members:

                    (n)       knowingly do any <11·t in cun:rnvemion cl' this /\greemetll or, when i;cring nn
b1;l111lf or the Compuny..      1.:11g;.1i;e in, 01' tHt:s~ L)!' permil the Compmly hi e11gr1ge in. <l!iY tu.:tiv;ty !hut is not
consistent wl1h the pL1rposes orthe C'ompuny;



C()MPANV AaREl:!MENT or: Cf.:»-t'HUll<l.~ Pl\cc1s ·1·1~ 1!<\lilll:\I, Ll.C                                                  PAGE 1'1
6?.11 ~S'l.11SP/~~03il/0101/01l 1114




                                                                                                                                            MR.099
                                                                                                                                          CALCE01447
                        (b)         txi.:ept· ns olh~rwise provided in this Agn:eim:nt, k1w...vingly do ~m)' 11<.!t lhilt IV'irnld
  lrinke i i' ii11pos~iblo to c1.vry on !he Compnny busin.:!ss: or

                   (C)     CH\ll;l~ l!iC CompllllY ({1 (i) l\Ot be lu>rnt,k l1S        !l pt1rl 11cr$ilip   r'or l'edcrnl   111:.:ome ta~
  purposes, \lr (ii) take a pc1silion inconsislent with .such lreatmcnt.

                     '(d)    cause the Cor11fla11y to (i) muke l.l gcnertd as.slg,11me11t li1r lht! be11clil orcmditor~.
 {ii) ·me f-1' \loiuntnry b~111krnptcy petilio11, tJI' (iii) $ei..!k <111 oriJer for rel kl" o~· c.l~e l m•nti:m er it1soh1i:ncy in <i
 tedc1·ul or state bnnkruptcy 01· insolvency proceedi11g;

                  (c)    file a pleading !lceking for the Company, m adn11ttirig or foiling w (:()nlest the
 malerh1I allegations or 11 petition filed by uny other person scekiug fo1· Ille Company. n proceedi11g or lhc
 typr.1 dc~cribed by suhpnrn~raph (d) immcdinl:;ily nbovc:
               · (t)    ·l!x.cepl ns provided In Article:: X!H, seek. con~~;nl In, or m:quicscc in th~
 appoiilln1cnl of u trustee. receiver, er liqui1.k1tor ol' th.t! t:o111puny or ,)r ull or u ~ub~tantiul pa1'l uJ' lht:
 Cornpuny's p1'opcr1ics:

                       (g)          ~m.1se tlm   Company to issue flll)' Membership Jntcres! or udmit >my M~mb~r !ilhcr
 tlrnn pt1rsl1nnl to .S.£,;;.tip11..f,,~ or Article XI;
                  (!':)  c:.lllse the Company lo lU.:qlJire .tny equity ()J' debl ~t:clil'itk::; or t:ny j\'fcmb1~!' ur uny
 Affiliiltc or n Mcmbc1., 01• ori1crwisc make lt~ans tt.11111y. Mc111l>;::f or My/.\ l'filiatc ol' a Member;
                 · O      cause lhQ Company to Ol:quirc from t111y p'!rson uny eqt1il) ur debt ~~clir:!iei: or
                                                                                                            1


;issets· oi"    any corporntion,!imilt'tl li<tbiliLy compnny, part111!rship, association, busi,•ess, 1ir busincsi;
 division, whcthcl' by Sf()ck purc:h:isc, usset purch<1sc, cont1'i lilll lon, or other busine!ls · combi11111 i011
 (i;:xr.:luding investments <md "ssl':t acquisitions in the orcHm1ry ccimse of lhc Compnny';s bi1!iinoss m1d
 rrtwstwtions cont~mplnted by this /\g!'ecment);

    .      . (j)      ci:rnse the Company i.C> part iciput~ i:; m1y merger, consol ioat'ion, lrunsfor,
 continuMce, or conve1·sion of the Compuny with 01· rnto any c1thcl' pcrnott:
                 (k~    cwse the Company lo pa1'tkipi:itc in any 1·co1·gimiznt'ion in which Membership
!merest": 11rc exchungecl fo,· or ccin vcncd i::tn Ci.\Sh. securi!1c!:: ol nny nth~r f)l!rscw1. m othc1· prnpcr;y; or

              (lj     sell or orherwise di~;posi.: of u: J or· substt:ntinlly nll of lh~ Cw1~pt'l11y properly,
except in e1mncc1inn with winding np lhe Comp~tn)' us permitled in 1hi:o; f\gr~<;1m:11l.



                      (u)           The Board nf Mmrngcrs may          1)Ull5C   the Compnny    u:i   hire such cmp loycc!S und
ag:.:l'lls ms the Boi1rcl of J'vlam1g~rs dee.·ms t.tppropriHlt: IO; the C:Ol'IC:tlCl or th~' Compnny's.business.

                 (b)   The Benni or Mtlr1iJgcrs lllclj' CS\ubfo;:~ t1rficc:; ;111•.: •IPfXlil11 officers 1~r the
Compmly, Mcl mny clckgatc to sLtch olfo..:cns uny ol' its· 1.1~1thonly lwrei.tnckr. as ihc Bomd or Murmgcrs
deems upprn11ri;:te. The 0Hicers m;iy be Hppointl"<I for suclt terms ~111d muy cxci·cise such powc1·s and
au'.honty and perform sL1ch cli11ies as detcrmin~d by th~ Born'd l)f M~uw~er. An ol1kc1 need not be !I
Member lll' th<:l Comp11ny. Any two or more ol'iiccs may be IH;'id by the SH!1l(:; pt~r~on. An ol'lkcr nmy be
removed. with m without cuuse, Ht nny lime by lhc 13uurd cif Munugers. l~t1clt r;Jliccr 1vi II hold (}(lice

COMPANY AGf~EEMENT OF (; ~'.N'l'ltlUOi\' l't-:CO~ 'l'Ell,\l INAt, l.LG                                                        PAGE   12
$2114G7 .11SPl,30~2/C 1 ~1/0'1114




                                                                                                                                            MR.100
                                                                                                                                          CALCE01448
 unlit his ;;ucccssrn· i~ cho~cn tmd is qim litied in his s~eud, or u 1~t:1 1 1is death, 1-csignudrn1. Of removal frorn
 ol'Jice. A11y vnccmcy in ~111 otfo.:e bccnusc of clc.:llh, resignation, removal. or otherwise: moy be lilied by n
 pcr:ln11 iippointccl by the Bo:1rd nl" 1Vhm<1gers. As• :.)mccr is !-!ubject to the stimc :>tnnd~nls of condw;t us
 Apply lo u i'vlum1g1~1· as de~<.:ribed ir1 Sec:jon 5.9.

            5,7.       Reliance.. Persons dealing with the Company n•ny rely co11dusiv11ly 011 the uuthori1y or
 th~ Bom·d         of Mum1gt:rs m; ~li!l for~!; 1r. this Agn:rn1cnl. l!vct)' do .'11ment ::xec~11t:d by tiny M<mugcr wlih
                                                                                  1


 rcsp~l to  any b11sincss OI' property or the Climpnny is conclusive ..:vk;cncc in lhvor ~,r Ul1)' person
 relying 01; 1hc doc11mcr.t lfo1l (a) ii1 the lime             or
                                                            the cxcu.itlon <rnd clclivory of the docunient lhis
 Agrct~nw1ll wa~ .:tYecli vi.:,, (t·1) fhe docum1:nt w11s ext•culcd :n uccordnncc with this /\gl'cc111cn1 ano is
 binding on the Company. and (c) U1e Manager was authorized l\l exei.:uic und deliver the doct1111t•1:1 ti11
 behalf ()f the Company.
            5:8 .      ~ompenfil!ticn aJ1d Cxpet1!!es of Membets ~mdMannM.11!. Members and :Vfonagers arc nnf
 ~:nd :led lo any
                :mlary, !Ce, or other remunerntioll (other thnn dis.lri bu lions with res~·.::\ t<: th~ Member's
l\·1cmhcrship Interest) f1;r providing pro1)~rty or $ervkcs or (;fhcl' considi.!•'iltio11 10 01· fo1· 1hc benefit 1;1l' the
Co01pmiy in 1hei1· i:npac!ty :ls u ~v1c 1t1 bt!r 0 1 ~v1mrnge1, c1<<;0pt that each f\lhmagcr is cnti· le<l to
rcimb;lfSt~mcnl from lhc Cnmp;rny for 1ensom1blc \)lll·O f-rot:k~l :.:xpe11~cs paid or incurred on behal f' or
lhi: Company, im:lwding rcusonablc dinrgcs !t.1r ~crv1ces pr<1vitled by employees or the Manugcl' ~•nd
ovc!'11eud expenses. The Cnrip1my i;h~1 1l pny ::ill O\tl-d~ pod~c t l'OSl~ im:.llrrcd in or;;imi7.mg the C01np•1ny,
This Section 5.8 does no• limit or e11IHrge n Munllgcr's or u Menib1::r's dghts l0 liubili\)' prr1ti.'?tlion or
indemnilicntil>li under Arlicl~-YL find doc:; not limit lh·.: Compi<ny's ability to ent~r in10 l rHnsw.~tio11s
wilh Memb~rs in their cc.pnc i ti~s ocher 1han as Mcm.Jcrs in accordnncc wilh Section 5 9(ii i).

            5.9.       Stanch.1i·ds ofNlanagcr anc Membc1• Condt1ct.

                 (n) . Lu...~nersil. The Oonrd or Managers shall manage nnd conduct· the Co111pHny·s
business       good fnilh and in a manner the Mnnni:;ers reasonably believe m be 1n the Companis best
              111
interc.ist. /\ M<1nager docs not vioh11e this Section 5.8fa) •.1n less the M1:1nog1~r engngeR In conduct
desclibed in ~ection 6.:lli!,l (relnting to improper condui;;t).



                                    {i)   Each Managel' shall   <le~tole   to the Co111ptmy1:; uCfoirs only such lime nnd
           ;·esourccs n~ the Mtinugct deems necessary for lhe conclttcl nnd winding up ril' !ht\ Cmnp1my
           bl1siness.

                           (ii)    E:\ccp1 m; pnwidi.:cl herein, the Mrniagcr:i tilld Memhcrs or 1hcir /\s~i gn~c~
           may engr.:g_e in 01· h~we <111 in tere:il in other :ms i ncss v~n1urcs o ~· i.:v~ry lltli u1\: und di:-s1:1ipli u.-;.
           :r;dcpcndcnt ly or with others, including 1he owncri;hip n11d operation o!' busi ncs~;~s slntilar to 01·
           in competition Wit~!. cli1cclly ur illdireclly. !'he Compm1y, and ndLher the Company ~ Jor uny
           Mcmhl~I' 01 ;\.ssignct: lrns, ~olt!ly irn n ro::su l, uC:iuc.:h pctson's interest i11 !he Co11:FHll)'. imy ri!;1'1t 1\1
           ~icqL1ire any rights in or to uny s~1ch \)th~r busi ness venture or to 'th~ income or profits de:ivcd
           1i'Q"1 n11y such othc!' busint!ss venture. A Mi:magef or Member or Assignee lws no duly to
           clisc!osc n•1y. ~11ch similM or t!on1peti11g bttsines~ VC!nture to lhe Compm1y Cl!' uny Member or
           Assignee. or lo offer lo the Co1111n·(11y or <111y Mcmbel' or Assignel.? ~rny- pl'iol' opportunity to
           u1.:q~1irt~ 4111 intcl'ellt in such oth~r b~1si11<.;iil1 vcnlL1:·c,




corfiPANY AoREeMi:Nr oF c~N 1111uoN P1:(·os Tt·:Hi\rnv.1. :.. Le
o?.11illJ7,1/SPi33031101P1/0&1114




                                                                                                                                       MR.101
                                                                                                                                     CALCE01449
                            (iii) JS-£latesLJ~~r1·g!1sactinns.             l::~cept ns otherwis~ provltled in this
            Agn::en!cnt, I.he Rcmrd of Manl;lgcrs, when acting on bch~lf or lhc Con1pa11y, may purchu~c
            prnp;wly from, sell propc11y tv. or o\h\:rwisc den! will1 any Manager, Member, or Assigiic1::.
            acting on its own behr.U·: ot· any Al1ili,1te \.I!' uny Munuger. Memb~r. or /-\:;si~n~~e. but uny sm:h
            transnclion shall be on terms that ore no less fovornblc to lhc Company thtrn it' the ttunsm;lion hucl
            beer. entered into wilh .an indcpcnJcnl :h:n.l pnrty. No provision oi" this Agrc.:mcnt rc·quires·
            disdosimz or uny \;'ti:1suct ion ~o, and npprovc:l nf l ht~ \t'l:.l:~!mclion by, nny di11inicres1ecl governing
            persons ol' th~ Conwnny. 0 1· th~ tvle111bers u.s provided i11 Section I(); -2.S5 of the Code.

                                                         ARTrCLfo: VI
                                              LlA.BlLJTY ANO I ND~MNlJi'lCATJON

          6.1.     Limit:ition of Liability. No M~mbcr or Mam1ger i::; linble for uny de.bis, oblig•ition~. 01
 Jiubtillies of the Compnny. Sul~j <::ct to Sec1io11 6. 3. nn l11demniiit::cl Person is nol liable to the Coin puny w·
 nny Nher lndemni!iecl Person tbr nny Da111:1ges nl'ising from any Proceeding 1·clnting 10 the tol'lduc\ of
 th~ Compnny's bl:sincss 1x refuting to ~my net or om ission by the Indemnified Pers•.m. includin~ any !!Cl
 or omission ClmSti1llting negligence, within the scope or lhc l nd~~;;111i l'icd Pcrsnn's auth111 ity in the ~m1rs~
 or the Comp~1;~y's business, or for 11ny misco11duct or n1::gll~~11c.:~ 011 the pa~·t uf' an.Y othct· person who is
 M employee O!' agent nf the Co111pnny.

         6.2.       li1demolfl.catigri by CQ1J1P~1!l.Y'.· To rt~c ll!llcsl extem permitt~d by c1pplicuble lnw :md
 stibject to :~.~li.Qu..§.,_J,, the Company indemni fies imd holds !u1r:dcss eHch lndemnlficcl Person from and
 agarnst any Damages arising from nny Pl'Oceeding                         l'~lriting   to the conduct cf tile Company's business 01·
 IO uny ~1..t o;: omission n.y such lndemni!ied Person, Including uny ac;L m- 1m1i:'lskin cnn::ti1utin~
 neglig\:\ncc_ wl1hi11 l'hC scope of t!ic lndl'mnll1ccl r•crson')) aui~ority in the COlll"St! or .!:c Compn11y''.;
\':11si ne:ix or· for nny miscon<!uct m negligence nn 1·he pMI                         or
                                                                           i111y other person 1h11l i.s 1111 ':mploy~t: lW
agent of Jhe Company. An lndemni fiecl Pei·son '!; expcnHcs paid nr incurred in dcfcncling it!lcl r ngd nst
any Prot.>:ccling shrill be reimbur:.t·d u::. paid •.: r in~urred . 'l'ht right to imh::mnilicalkir: t.lmforred in 1h i~
Aili_clc VI is not e-"'cl usivc ot' 1111y othc1· 1·iglH that any pe:1·so11 1m1y h11vc 01· hcrcalk t acqun·c ur:cl~1· an)'
sfututl.!, · ~·l~treemc!ll, vote or Member~. l) I' otl11!rWJS\.!.




                    (<1)    "J'hls A;'tii,;le VJ docii 11ot opc1~.itc 10 lli11lt linDllit)' ~11· m indem11iJ)1 a rers~rn to                           th(.:
ex1e111 Llie pl.!rso11 is found liahk pt11'!HHll1l to a li11al judgment 01'~1 court of c:o111ptlcnljt1risdic.:ti<11' t(w:

                         (i)     an m:t 01' omis~ion th«l involves gr\ls!'.> ncglig;;ncc. i11lclllio1ml 111isc1.1mlut:t.
           tW u knowing viol111wn of l;1w.:

                                    (ii)    <1 trmU:fol' Ol' ~\liemptt>:.l l1'<ll1Sf~1· oj 1.tl1   ()I'   ti )X>l'l iOll   of ti fvlt;Olbernli1p hllCl'cSl
           in    Prohibited Trnnsl'cr. iii iVlanagcr•s resignation in violation ol' Section 5.2(u},
                tl                                                                                                                        ~1 r u l'vlembcr
           c1.;u~ing to be i1 !Vhm1b~r in vio:11ti1.1n l1t'kQ!J.M..l.2J.UU;

                                    (iii)    H will ful or reckless nrntc1'iol ti1·ench of ~!1is /\ercc111cn1 oi· nny other
           agr~cment rc!nting to            the Com!)fmy's business; nr

                                    (iv)    ;..in act or omission for \vhich indemniflcation i:;                      prnhib 1 ~ed    by law.




CciMr>ANY AGRI:l?f"lleNT or- Cl,i'i·rvmo.'I Pl:( ·os 'fl·;in11rt,\ 1.. LL('                                                                     PACE: ·14
4211G47. 1iS?/:l~C)l~/0101/0$1i1A




                                                                                                                                                                MR.102
                                                                                                                                                              CALCE01450
                       (b)          Nu rmwision or t his Ag1'Cc:mc·1f rcqui1·cs the Compm1y lo p<lY OJ' i1icur a11i mnount
  for 1vhich in~:cmnilkm ion i:; not pcnnittct.l under thi:- /u~iclc Vl.

                     {cl     Any payments mndc to (11" on behaH' t1f <I pdJ'son wl1c i!.' litl~r dctem1ined 1101 to b(·
 ·onlitled to SllCh payment~ sh;.d l he 1·cp1.1id by the person lo the Co111pnnv. The Cnmppny may rcquin:, ns ~'
  C(J1H.tit:o11 to the pnymr::nt tit nny ttrnoont~ p~1 rsuunt t<.1 ~&\.[Qn..2t2. thut lh~i Indcmnilled Pe~on prnvh.le to
  the Cl)mpany (i) a written al'firma1io11 by the f11dcrnnificd Pcrsl1n ()rthc pe.rson's good fllith beiief l hHI
  the pcnmn hns met the stundard ol' conduct necessm~· for ind1;mni!icaiion uncle!' t·his Sccti-011; nnd (ii) u
 written undcrtuking by or on bchalf·of'thc lnde:nnilii:d Person to rcp;·1y the ~imount paid 1w rdmburscd if
  lhe person has not met thnt standnrd 0r i1·iudem11ilic~Hi~1n ill ntherwisc prohibited by law.

            6.4.      f nstm11~cc. Tht: CompMy muy mr.inlain in:nin111i.:i.: lo prot~c1 1:1ny per\i~m ug1)i11st ttny
 cxpc11!-1C, li•1hi lity. or foss .. whelh~r 01· not the Conip~ny would lrnv~ th<.> pc1wc1· to indemnil'v snch 1jc1·.son
 n1,wi11st· such e?ipen:;e, liability, or loss u11dc1· the Code.

          6.5.     $lll'vivi.1!. The indc111nitk::; pmvidcd lh l' in this i\gr1;<:111crn SW'\'JVt: thi.:: lr£\11l>l~r or WI
 h1dcnmified Pot'!\<lli'S Membership lntc1i::~1. the {Cl'll'lin111iot1 or t' ~c ~rsc:n·s SllltllS as u Mcmhcr ~')J' otlt~ 1·
 slalus giving: rise to clo!.>silicncion as un lndeinniliec: i>erson. trncl the: 1~~rminn1.nn of th:s Agr~ement t1nd
 the C.:0111pa11y,

                                                              ARTICLE VU
                                              tlOOKS AND RttCORDS; lU~PORTS
           7.1.     .[vlninLcmmcc of and Access 1:0 Books and R~•!ord:;. ' l'h..' Compony sltnJI m11inl11in ~uch
 bo~)ks ·and 1·ecords regnrcling ih~ Cu1i1p1my's business ~tnd propertir,;s as is 1·cmi1.111al>k, mdudmg utl brn!k~
 ttrtd 1-cccw<lfl required under the Corle. Euch Member shnl l lmvc 11c1.:css thereto during ordinary business
 lmms tc; tht.! ~Nlenl !l'id untie;· the crrncHtio11s pmviclctl in the Code.

           7.2.       f!M~.<Jl..'(c:rn;.   The ·co111p<1:1y   ~lrn:J udopt the calcnda1· )1car as   its fiscal ycc:r for linmit;h\1
uncl ln:< occotmtit'ig purposes (such fiscal ye~ir ()f'lhc Ct)tnpuny b:;:ii1g rcl'errc<l lo ml the "Fi~911I Ycitr4')

        · '7.3.        foim1rrcial m'ld Operntinp, '.lcl1orts. /\s soon as prnctic11ble nftcr rile end of each l"'isc(1l
Year, but in       ~111y  event nnl lal'e1· than 90 d~1y~ <i!kr lh~ cn<.l or th~ Fi!icitl Yc:ur, lhe l3~Hu'<l or Mt1nagcrs
:;!mil <.l1;1 liver lo e••ch Member im unmml JCpMl conwining the folim·vini;:

                      (ci)    C<v::p11n)1 bulance sheet m; ol' 1he end of <\llch Fis1:u! Yem·, ;mc.l Compnny
                                   <I
stlllemcnls or income. cash l'lows, i.111cl drnngl:s i·: Membc.;r!'>· equity. for sue-Ii r•'iscnl Yeiw. e<1ch in
1-e:iso1rnble dcl<li l and prcpflt't!(; occording 1.0 U:1i1ed Stmes generLt ll y ncn:ptcd uccmmting principles:

                (l:)     a gcncrnJ description of' tt1c Co111p<111y's u1.:tivirie:~ dming such Fiscal Year,
indt1tling ,l deSC!'iplion Of !he <lf110U11l i!lld Cll'~lllll:llnnCr.~ OJ' nny indemniticnfiOJ'l pgymCnlS puid Cit'
n~t1uested pL1rsuant to &£lion 6.2, n dosc:·iption of nny 111nlcl'ial lnsurn1H;t: ol'l.tl1~ 01· t·c>:ovc:·ies dul'lng the
fisc!ll q11nrtcr1 irntl n dcscl'iption ol'm'I)' Prncecdi11gs involving          th~~   Compnny; um;

                   {(")   (I ~U1te111i::nt or chungi.::s in tliC~ f\'lt~mbt~r'~: Cupilul .l\<,:count (llhi.lW il1g Lhc l1ulunce in

1hc :\lh:m1h1;r':1 Cnpltul Accou:1 1 ns or the bcginn 1'.1g of' the J'i::;c~il Year, eontl'ihutio1is u:• dbi1·il'nll iuns
drn·ing lh~ year, ulkJculions 0:1 profits a11d losses du:·ing lh<.: yc:ar. any othc:: <1djust01cnls lu Lhc Capita!
Account bolanccs during the Y!:.!HI'., <tnd :he bul1111cc in the Copit:il /\.C~)llnl i\S or tht: elld         or  the )'~<t r).



COMPANY AGREEMENT OF Cl~N'rtJ;uoN 1'1;crn; 'l't:ll~Ui'k\l , Ll..C                                                        PAGE 15
6211467.1/Sl'/330321010110111114




                                                                                                                                        MR.103
                                                                                                                                      CALCE01451
                   (a)    Nc1 Inter 1han lht• ~.lute (including ·c.l\tcn:sions) ,"or tilin~ tht:: Comp<1ny's !H~'i nwm1
 with lhi.: Internal Rcvcnll<' 8e1·vkc: (;\:I''.~ 10()5), the Bt)Urd nrl\tl1111ngcr!> slw! I dcliwr l'.1 Cl1Ch pc1·~011 who
 wns 11 .'vtemlicJ or A~~ignec 01 uny time during the p~~rloJ coven~<! by tl:c rctum ull inforrn~1ti1.m m:~cssn r.Y
 l'or the prepnrntion of .:ilWh pe1·:;011's Un!tccl Sl<tlcs fodcrnl im:o111c la.x rc'IUr:~s, including a Form I 065
 Schedule K-1 (ifnpplicoblc).

                       (li)    Upon ·:he w1·1tten request ol any Membo1· 01· As:>igne<:. th~ Bonn.l M Mui~ag~rN
 ~hall  delivcl'     to such person· inform<1t'ior1neces~rn1·y lht· the preparn1ion of' My tax ren1 rns thm mus: be
  liled by s~1ch     per~on, including information 1 1ec~ssrn·y for cstirnnting uncl pr.yi11g estit11r1iccl 'ICl'<es.

            7.5.      furu;missjo11 of c;omm11n1c1Hionj. Eoch person who h~ildi; 11 \Vl~rn ilcrs li ip lnt~r~1H on
 b~hall' 01:. or    for the benclit ot~ <inolher person 01· ptrsoJ1s slrnll be responsible fo1· conveying nny r'eport,
 no1lcc, or other communieation received com:emini:: the Com;nmy•s arfoil's to such other person or
 persons.

                                                         ARTlCLE VHl
                                                        TAX MATTE:RS

          8.1, · · 1'11.~ Classif,cotiQll. . The Mc111bcrs intend that chc Company b::: clnssil'icd 11s ~1 pHrlnci:ship
 fol' tedei"nl income ta:-\ pu1•poscs. The l3mml o;' ~...huwgcn; .'3 hull tukc ull 11ctio:1s rl·t\sonably ncucs};il.'Y ar
 tippmpnute to ensure the Company is so classilied (inch1cii11g 1he filing of elect1nns ot· lax rellu'ns') . No
 Munugcr. officer, or Mt:mber shldl tuke any uction inconsistent wi1h the clussilication or tlw Comp1111y m:
 ~'   portJJc1·sliip for ledemf :1icome hix purpo.:ics.

           8.:Z     .Q.lrrm.i1!J.Y-1Set~om..   'n1e   f30~1rct o!' Mun,~gers   shall cause lhe Compnny to Ilk such tax
 l\ohrr11s 11s nu:y be required hy lnw.

            8.3.      Ju~ l~l~ctions.

                       (~!)    ~~.n.<:.!111. Exccpi as oth<::wisc !)l'OVidcd in this l\g1·ecmc111. the Board or l\tlam.gcrs
!llwll :.:l'Hl!'IC dit: Co1111H111y m timely· mukc or t"Cvnkc :ill clcc1io11s, H11J Wkc nil tax reporting posilinns.
nc~cssury ()I' cksirnbk for the Comp.my as det<:rmined by thr.;: Btiarcl of M~1nnger'i . N<i el~ctio11 shall be
1m1de ltl have th~ Compr.ny excluded frnm the Hppli~.ntion ornny l'rnvision ofSutchnptcr K of1·hc~ l.R.C.
or any cqL1lv<1!cr-t tax provision in nny other l11:x jmi:;diclion. The Comp:•ny sh•dl make the <::b:ti~m
l'efe.rre.d lo iii l.R.C. Section 754 L1po11 1hc requesi t)r uny Me111her in t:onnec:liori with H tr(u'!slcl' l,1· tlte
Membel''s Membership Interest in nccordance with rhis Agrecmetit.

                 (b)    .Safi;.....l:!ItJ:L'l.Q.LElecliou t'gr ~o.m~1~1!.!:9.:::LM.!<!nbershl!L...l.n~- IJ' Proposccl
Tnmsmy R.egulutkm 1.83-3(1) is kldoplecl ns "' te·11pornry or li1~al regLlln1hin, the Compuny $hall rn:ike thl:!
snfo hnrbo1· ef(:c!ion described i11 swcn rcgulmi~•ns , <incl the Compt.111y an"I ~m:li M1.:mi)cr (in..:luding t~ny
person l'O whom zrn inte1-cst in the Compuny is· IN.11wlerrccJ in co1111cc;1011 w ith the pcl'i'orrn<lllCC                   or
services) slrnll co1nply wilh <ill requirements of the ~nre hnrbm· with 1·espcct tn all Ml.!1ubc1·~hir l11tc1"~s1s
trunsferri.:d in 1,::1·mcctlOi1 With th1~ )iCI l'onn\\llL:t.' of ~'il:! rViC~S while lhe elei..:linn l'Cll1U ins cffecilVC. 1'1c
Board or Mf!nagcr~ shn!J prcpnre;;. CXCClll0, anti n1~1 ally required dOC \.ummt<!'.lon (IJ C<lllSI: lhe t;k1:tion tu
b:.: cflCclivc The Bmml 11 1· IVhmngcrs nwy tc;•minatc the snfe hot bor election Ht any time ii' it dctcnninc~r
in )!.OOd foith thtt\ it is i11 the best intcn:.~$\s n!' tho <.:ompa11y nnd the Members to dl) so.



COMPANY AGREEMENT Of C1:~·11 1 nt0i't l'ECO~ Tti1L~ll1'1,\I. LLC                                                      PAGe 16
a2114S1.1/Sl'/JlD321J10110!11114




                                                                                                                                     MR.104
                                                                                                                                   CALCE01452
            BA.   Consistent ll-.!p,ortin.g. 8ach tvlcmber shllll, on ll1e Member's tit:-: re1urn~. treat each
 purtncrship it~m (r-is de'fi11cd in I rte. Section 6?..3 t(n)(J)) in H mu1incr \:omtistcnt \'Vi1h the 11·c1H111~n1 cf"
 lht: it~m on t·h1~ Coinpuny's r<::tu1·n i11 ult r~spel~t;;, including thi: un1111111t. 1i:·:1lng, nml charncte:· M the
 i lclll. Nr;; Member shull lilc n rcq11cst for 0 11 :idmini:>lt'Hth·c adjustment of' pa:·tnl'.rship ·items under l.R.C.
 !'iccrion 6227(n) if such rcquc~\t would cmt'.'lc the: Ml•rnbcr"!i lrc<,tment ot' th~! item to be im:om>i:-itenl with
 lhe trenlmenl o:· d1e ilt!m nn the Compm1y':> retllrn.

       ·· S.5.        JitX P1·ocecdi11gs.

                   (a)       John V. Cflkc ·shn!J be the Company's tu,x mnttcrs pmtncr ns defined in l.!~.C.
 Section 623 l, nnc.J shnll take such actions 11s uri:: requirc~1 to be dcsignutcd thi::: lnx mm,crs pnrlncr u:;de1
 r.pplicnble Tre<m1ry Reg~ilmions. ·:·he Ul:'\ nuHlers partner .shall tcpres1Jnt t!~e Co111p;111y in con11ecllo11
 with iill proceedings witi1 ktn)' rnx tnithot'iiy rclntcd 11.1 tht.: Compan/s tux returns 1.111(! lllXC1' payHblc,
 i111.:lt1dmg uc.lmi;11st1ativc cx11111i11tHio11s und uppt:ub.1 uml jut.l idnl procct.!tlings. Suojcct tu ~edio11 8.5l£),
 •he tmi 111ul lcrs partner hns the cxclm:!vc righ! to tonduct such. proceedings and to c!ctcrminc wi1c1her the
 Comp~my (enl~er on it$ own belutl!' 01• on belwlt' oi' the M~iiibct'$) will contt'sl 01· cnnli1111c lo 1:t111t~$I
 nd,i ustmcnt8 nroposed or imposed by MY wx t1utho1·i1y Th~· ~!:1:< mnlle1·s pmtnci· shttll k1~ep the Mc111bcl's
 iI1fo1·mcd M <I timely bm.ls or ull mntcnul dc,·clopmcnts with respect ll1 any. suclt Pro~:ecding. l!uclt
 Member shall cooperllfe wijh the lax 111atle1·s partner und cln m refrnin from doing 1111 :hings rci1so1;itbly
 reCJuested by the tux m.ntter2 purmer with respect in ~h•! conduct oruny Ct1:i~1~u11) tax Proc~.·ccling.

                 (b)     "rhe tax matters partner mny not bind any o!her Member ton settlement ugreemcnl
 relating to tnxcs witliout obtuirnng the Wl'ittcn con1~11rre11cc ol' 5w;'; M1~mbc1·,

                " (1:)   -A1'ly delicicncy for tuxc:; impm;r:d l)I\ t !\tkn1b~r ll11r.lmling pcn;illie::;, uddilkms to
tax O!' ititerest imposecl with rcspcc.;1 to s11cl1 tti.><~$) slwll llc pni<I by st1ch Mcm::·e1· Md, .1· p~1id or rcqui1·ed
to be r•1id by the lompn1,y, is tccovc1·nblc !rmn such ~;!ember prn·suun1 lo ~k:ctlQ!Jj.3 ur by other legal
n1Cl.lll8


               Irtloi·1ruuion . r.·1id Doc11ii1c11 rs .lo .,Cot1'Ul!.l,U)!. Hach Mcmbc,· shall timely provide to the
            · 8.6.
Co11•1ptiny nll              nnd dnc~umcnls lhut i;uch' Mcmhcr i~ n.:quircd to provide by applicnbk 1<1:<
                     inform11fio 11
rcqt:iremcnts. u11J shall also provide ,o the C<H:tpany upon 1'el1ucs1 such ;;1cldilit),wl i11for11i~itio11 ,wd
doi.:umcnts as the 130:.ircl of Vfl'1m1gfo!r:s may :·casonab!y reques1 in ut11~11\!c!ion wi4h the Com1m11y's
                                       0




comptiunt:e wilh upplk::tble tllX reqlliremciits ur filing uf any pe::nnillt:tl tnx t:!ic:ctlons.

           8. 7.  ~u rv.U'.fil.I_. This A rticle Ylll slt{\[I !i Lt1·vivc lhe: t'cnnination of the Compuny unc! 1hc:
li..:rmi1rntion of any Member's inter~!:! ir: :he Ctimpan} nnd remuin binding ror !-luch pt~riod (.lrtimc us is
nccc:.;smy lo resolve Lill (HX mr;tters wi1h applicable lt1x111g m1thoritir.s.

                                                  AltTlCU'. tX
                                      MEJ!:TtNGS ANO VOTING Ol~ MEMIH~RS


                   (1.1)  IVlecl'i'1g:; 111' the Mcmbcr:s mny b·~ cal!cd uf tiny time by Ille 80.1rd ol' Mrnrngcl's, 0 1·
by nn-c:: or more Mc111bc:rs ltt>ldi11g nt lc:H>i 15% o!'thc l>cn:crHuge:: !nrerest hckl by lilt: Memb(tr:;. M1:•.:tlngs
sl1t1ll be ht!ld nt the Comptllly' 1S pnneipul pktcc or hu!'il\<.'!!S [)l' lil .~llt:h \1\l;er rcasonublc pla::1~ set forth 111
the noti(:c of lhe meeting.


COMPANY ACReeMENT Of' Ct:N'l'l l HJON P~:co:; n:a(lrt'i;\l.J.i ,('                                                   Pt.GI: 17
U?11457.1/SP/33032/Q10i/091114




                                                                                                                                    MR.105
                                                                                                                                  CALCE01453
                      (h)       Any: ur.:tion lhul :rn1y bc lnkcn 1.11 H M:!mbcrs· meeti ng mu)' be t:1kcn without·
 !1 o ldin1~::1 111•~eting il'M..imb1::1·s howing.11! lcilsl the minimum Pe1c;::ntuge l111.er1o:st !hat would bl! m~::essa;·y
 lo l<ll>~ ihc Ul:lio11 ut (\ mc1;:ting, in which ca,;h Member entitk:d to V<itt: on thu action i:; pn::sent tu1d voces
 sign :1 wl'!lte11 const·nt llr co11sents stat in~ thl! H\!1;011 rnker\.

                   (c)    1:~xcept us othe1wlse prnvided in this !\greetnent, meei:ing aotices ti:1d procedures,.
 i11cludi11g procedun:s for obtaining writlt: Jl co11se11tll in lieu or fl meeting, shf1ll b~~ in conforn1iiy wilh
 Chsplers 6 and IO!(H) of the Code. Sect ions 101.353 lhrnugh 101.356 of the Code (relat ing to quorum
 l\nd minimum voting requirements} shall not app;y lo the ex!enl s~1ch provisions are inconsi8tcnt with
 thi:; Agr~'C111cn1. The 8c11l'd of' Manager:; i~: solely responsible l~;i· c~mvening find conducting tn<;;~:tings              or
                                                       or
 the Members, L:cnducdng thf: solicitnlion i:on:.icnts, dc!c:rmining the VL1 l 1dit~· und cl'ICc.:1 ol' rc~pon::.es to
 any so!ltirution or consents, smd dctcr::; ;:ii11g oilier ··:.niters rcg<lrdillg rnce1i11gs, vot111g, nml <:on~t·11 rs.

                   (d)         NNice ur !he rt:xul ta ol' un>' V(ll<.! tak<.:11 .11 ll 111t:l'!ti11g, 01" lhL' J<.!8Ultx nl' llrl,Y
 solkit<llion 1Yf consent!'! in lieu or <1 meeting, slrnll be given lo the ~lle!:>bers not h1ter ti··an with the
 deliver)! of'lhc> 1J1.::~l fhllciwin!,.:. n~port of' linancinl inlbrmntion given pursunm 10 SectiqJl.Z.J.

    .       9.2. Vg(iJJS: A Member 1m1y vote at a 111eeling in person, or by fl pr0)\y executed in writing by
lhe Member •ind received by the Board of' Mtu1ngc1s pd or lo the li rnc wlwn 1hc \'oles ()f Mcmbt:rs :.ire to
be counted. The provisions er il1c Code pcrLai11ing to the validity l.tnd llSC <11' pt•o.xics b)• shareholders or a
corporotio1~ govtrn the vll!idity and use of proxies t:iivr.:n b,r ivlemlie1·s. On:y Mcmhe1s nl' iec:Md on 1l;c
:-fol<: of' the meeting (0r ii' the vote is concb\!tcd without cl mec:ing rlwn on the dtitc of lhc 11\)tice soi iciting
ll\\J Member consents) may vole.

                                                    ARTtCLF. X
                                     TRANSFER ()Ii' ivmMnEH.SHff' INTERESTS

           IO. l,    Limitation or. T111!1sfoi·s;

             '(ft)    The 1cnn "trunsfor," when us~<! in this Agreement in rcfen::rn~e to n 1runs!cr or a
Membership 1nlel'esl, mean~ a11 '1Ssignmenl (whether voluntat·ily. involuntrn·i ly, 01· by opemtion or J11w
und whether or not •~ffcctivc under rhis Agre1,:1r1cnt) til' ;ill or ar:y portion o!·' n Mcrnhcr's or Assi~ncc's
Membership 1:-:tcrcsL or Hny i11tcrest thc!'eiri . to Mothe1· pe1-s\1n, und !~dudes u !-:<lie, ussi~nmc1it.
convey~mc,!, gin. ~xchm1ge, ubi1ndonmcnt or oth1:r dil'!pollilion.• u lrnnsrcr by tm~rg;:r or other busin~:g;.;
combi;;nf.ion, u 1rnnsfrr p ~1r:Jlmn1 l\J b~1nim1pl<~)' . 1:1:;~ilv1.:ncy , !rn.:~1pucil)'. C! vorc~>, m dl~lti1. •tnd miy
pledge, hypu\hecatio11, 01· uthei' encl11'11b111!iCl:.

                  (b)       N!i Mi:-mbcr may m1m1tb· till or any rmrlion ~1 1 · its Mt¢ ·•~bersh!µ ln;eres1 t111les8 the
tr<ms lcl' ls a Pcri11itlcd Tnmsfcr. A tr:msfcr of u Membership Interest lh~lt is not a Permitted Trnnsl'c1 is a
Prnbibiled Trnnsfh.

          i () ,].   J:r'JnJ.ill.cQ..Jr,nmJ'cr or ~1Ic111b,9rshipJ.J.!~rcs\.

                (n)    .'\ frm~sl cr of O"I Membership lnterc~t i:-. ,, Pcrmiitcd Tr.111!-:ler Ml)" ii' th'· t1•w1);fcr
satistics inc condition~ set forrh in .SSs.t1011 10.4 and i~ dc:;c rib~d i11 (1::c vf rno1·c of 1i11.: l'ollllwing
p<miarnphs of this Section:

                              (i)      the trnn:si'er is nppmv~d by the other Member~ :


COMPANY AGREEMC!NT OF CEN'l'llRlOl'I' Pl•'.C'OS T!Ot\IJNi\l , 1..1,C'
&2t1 AS7. ·l/SP/33032~·tG1/0ll111cl




                                                                                                                                        MR.106
                                                                                                                                      CALCE01454
                              (ii)      the lr.mwfor oc\:urs in accorclnncc with the           pt'04:Cdure~    $\::l forth in Section
             JQJ.:
                           (iii)   i r the Membt!I: is u corporn11on1 the trnnsfor Is                    t<>    l; membci· or' !lie
             Member's oflllimcd g1·m1p (as dcl'i11ed in l.R.C, Section IS04(a));

                              (iv)     ii' the Member i!i n      trLtJllCC   of one   OI'   more employee •:cncfit       pion~. lhc
             lfa!'1sll:'r is lb n co-lnislce· or i.t sue~cssor trw<tc:c lo such plnm;: or

                      .       (v)      if the:·Mcmbcl' is tlll ind,'1iducd, the ~t'!insl'Ci· is of a commtmily propurty oi·
             oihcr interest fri:rn1 the Membe1~s spotlStl or Conner spouse !t> the Mcmb~t pmsuant le 1<1c d~ath
             Mthe Member's spousf 01· 1er111imuion oflhe :~.nritnl i·elutionship or lhe Member imd the ~pcusc.

                (b)           Upon    11 · Pel'mitted   Trnnslcr by    ~\   Memhe1 of all orits Membershit'            Jnter~~l. the
 Mnmbci· ce?.ses lo       be E\ Mernbc.1· ns of the cffccliVC dote: or lbe lninsfot· determined ~\CC<ll'cltnJ; lo Scee! iop
 10.S.



                     (<t)      lu lh~ event a Me:~1bcr dt:sire~ io ~ell nil or any purliun ui' ill> Mcmbi:•rsbip lnl~1\;::1I
 l'o mirifhc;• P'crl')Oll, the :;citing f\lkinhcl' shuJI lirst tlf1cr to sell stwh interest to tilt: Nher Mr!mbcr~ nn the
 terms on which it is pt'era!'ed w sell such lnte1·cs1 1<~ such P~rson by sending wriltt:n notice ro each other
 Memher describing the o/l'er and its (erms. Additio1mlly, upon receipt of an offur fh~rn u t'1ird P•ll'lY lo
pmdiuse all or any po11ion or o Member's inlefcst ;n th(z Company. whkh such M~~mbcr dc:sirc::i lti
nc1~cpt, such Mcinber shull promptly ~lcl i vcr a c(lp,Y oJ' the third ptirty o!'ll.:r· lo cuch other Mcmbc!'. End1
olhcr Mt!111bcr will have 15 bush1e::;~ ~bys from the dtilc of' 1·cc.cirt nf 11oth:c of the proposed ~ale of 11
Menibcr•s Member~llip lnicrcst or the third party offer, us the .:ase may be, lo notify 1he selling Mcmbci·
in writing H1 ~1 such other Member elects to (i) purchase the selling Member's M~inbt::nihip inter<:(';l upon
the rcnmi and conditions oJ· the proposed i-nl<= or third purly ofter, or {i1 l sell in the contempl<itad 11·am.\h.
ol tho ;;urnc- price in the sumc form tlf considu.1tion nnd on lhc same tcm1s (incl tiding if the tran~lcr i~
tllnde 10 mioth~r Member rnaki11~ m~ ·election llnC:er c.:!aus:: (i), Mt:mbt:rship lntcrcsrs 1'e('.lr1:scnti11g ~1
Pcrccma~c Interest in the Compnny (:qu;;il to lhc produ~:t of (I\) the quotient determined by dividing the
Pei·centugc Interest owned by such party by lhe aggrt:gutc Pcrcenwge interests own~d by Hil parties
pMticipating in s~ich transfer, mid (D) the (lggregEllC Percentngc Interest!> ro be sokl in tf1e conrcmplnted
lrMl'>ter. as the cnse may be. If the olhci Mcmbccs foil to gi'-•c n•Jlt flcntloll within 15 business c1~1ys or nn
e1~Cli~)!1    to purchn!!e lhe selling f\lkmber's Meniber.ship lnli.:!rest or p<1rticipnlc in tlw contcmplEkd
1ra1:sfor, then lhe selli ng Member shull (I(! pern1iHcd. 101· ti pi<!l'iod or 90 dny:-:. t1.1 sell nll or itr.
Mc:-r· l::t:r~hip Interest te> th, l!~ird par1y upon th~ terms >ind ~<mditiorw t'>I' the pl'opos~1 d snit! or 1hi1·d puc'ly
nllcr, <ls the wu:-:c :~iay he.

                 (bl       IJ' 11101·e thun one Mcn11>::-r 1nnJ.:cs an r.::lcetio11 lo ptu·i.:h.isc till. ~.:!ling tvkmber'!!
M'!01bersl11p I111\:!rc~n unclc1 §~Cl.!Q!l.) 0.3(nll,iJ. each ~if the pim.:lmsing Members :;hull purchnsc :1 portion
of rhc "cl ling Mcn1ber's tvlemb<.~r~hip lntcresl tint! is proporliumd to lh(ll M~mhiJI'<$ Ptr\!\::nlllc,;1' lnLcrr::)l.

                    (c)    (i ) Upon rhc occtn'i·cncr t~f n T "iggcrlng Event with respect to '111)" Member (th~
"Qjforin1.t. l'vfomber'·), Coinpuny sh;il l lwvo tlw rig.ht but nol llw obligution tQ p~u·~·.lrnsi: ull of 1he Olforing
Member's Mcmbe1·ship Interest in the Co1npnny at the ti111t Dt' tlH:: Triggc1fog Evtmt (the ·'Rt;dcmp litrn
.Qblli~,tG"). Witlli11 60 days nfk1· !hi~ Company receivt'!l written nut ice o l' the occurrcncr or (11nd date of)
lhc Triggering Event, the Company slrnll provicle wri1:1:'.n notice ofiJs ckctiOll of'lhe R~~dcmptk11 Optir.;n


COMPANY Acm~EMF.NT OF C.~:NTllHION          f'E('OS TElli\llNAI. LLC                                                       PAGE '19
6211 tG7.1/SPl~JD3U01B1/0~1'114




                                                                                                                                          MR.107
                                                                                                                                        CALCE01455
 lo the Ofler!11g Membet• m• the Offel'ing M~:mbel"s ~uccessor lu intcrc:!'L, u$ u('lplicnblc (tht: '"RcdcmJ;)lion
 Notice'} in the even\ th~ CompHny e:ects r~1 exercise the Redemption Option, the Comptmy s l1uli
 pL11't.:lrni11;.~. nnd the Oflering Member 01' lhc onering Member's successor intcrcsi, t\S applicable, shnll
 sell, all of' the Membership tntcl'est owned by the O(rering Member al th1: t.1111e or lhe l"rigg~ring Event
 at n price et1unl 10 the TriggcriJ1g Evi::nt"Purchasc Price.

                             (ii) . A closing (~ "Iri.ti.!l&ci.UR Evfil1t C.19.~illl:l") slrn11 b~ held 60 clnys ol'tl?r the
            lulu of' the' dntc of th: Rcdcm1>tio11 Notice or the d,11c thi1t \'he Triggcl'ing Gvcrn Pun.:hn!-ic Price
            !ms been tstab!,shed.

            .                       (11i)    /\t th~ Tl'igg.eri 1;g E\•em Cl~>si1,g, the Of'H::ri11g Memb~1· or Offodng
            Mcmb1:r's successor in interest, as applicable, sh:ill deliver to th1.: Company r.11 f!Ssigomcnt ol'
            Membership !11tcrcst nwnc~i by the Offoring Mc111her, duly cntkirf.lccl for :rnnstbr lo the
            Com puny.

                                (l~)     At !he rl'iggod11g Evt.:nt Cie~in~, 11w Ccmpany sh,11! P<IY the 'I riggcring
            Evcnv Plll·cha11c Price: IC> th~: Ollen11g Mcmb1;:· ()l' lhe Ol'!crl11g Mi.:mlx: t".~ .$l1C1.:c:m11 in i111~rc:>I, ,1;;
            cipplic~1b 1 c, in irn::·;ediatc!y availabi1: li.111rs (b}' wire; ccrti licd or bnnl c:<t·shicr's chq;J\ or o\hcr
            mcnn~ acceptablt!) nnd the parties shull c:-;ct•u \c such clm:un11.:nl<l'k11 as may he nccc$sHry or
            desirnble. ns detetm:ned by ,he Compnny, 11 the Compnny's sole l.lis<.:1•etion, to cffccwute the
            l11:u1sfo1'  or Sltch OJfot•ing Member's or Oflcring Membl.!r .:\UCl;t!~:!S\lf in intcn:sl'1S rvknibt:rship
            Interest.

         10.4: C~uQj ti~.:t9. PcJ'llliHed Tnmsters of rvt~mbe1·sh i p lnter'<!SiS. A trnn:sfe:- shall not be r1
Permitted Transfer unless the Board of Man;Jgern determines tfoll <ill of 1he fo llowing comti11ons ~\re
satisfied;

                       (a) ·.       The transfer compncs wilh ali npplil.!abl1'! laws. inch1d ing ~111>'· applicHhlc sccuril ics
lt1wi;.

                       (b)     ·1he rranslCr will not ~11usc- Lhr Compa11y lo be trcutcd as other lhnn a por:1:c!'si1ip
for United        ~ Lmcs  lodcrnl inconu! tax 1rnrpoi;cs.

                      (<::)         Tho transi'er will not i.::iuse   t11c   Comp:my to   b~ S\1bj<~c1 lo   regulation   u11Ge1·   the
fnve~tmcuL        Comprmy Ac: oi' 19,10.

                  (d)   ·111e mrnsfor will not cnusc nny nssc:Ls of the Comp<ir:)' lo be cleemet.l ..p!nn as::iets..
unclcr ti-1<' Employee Retirement income Security Ac; 01· 1974.

                        (c)                                                          or
                               Tlte .l'<l:'·Sfcr will not 1·esul t h: n l!.:!'1lliJlfit1011 the Co:npn11y U!'idcr l.R.C. S(:Cl;Oll
70f!.   u1dcs:~   ih{.'. Ro~wd of IVJunugcr:i dctcnnincs that such l~rmi:~Mion will 110: h~n1 c m1 adwr11~ i•11pm:t on
I!It: )\1knibCl'S.

               (I)     ' l'h~ tninsfor w!ll no! cause the npplicalion or the tax .. excmpt l!se pmpcrty rules or:
LR.C. Sections 168(g)(l)(B) llnd l68(hj to lhe Com;nrny or its f\-'.kmben,;;, unless the Bone! of'Manug::rs
determines that sut=h rules will m1t havt: nn ~id\1crsc im1x1cr on the Me111brrs.

              (g)     The tnmsforor aid lrnmsfcree ::nvc \leliv~ l'ec! 10 lh<,": CQmpnny 1111y docllmcnl~ thnt
the Board or',Man~gcrs requests to C(mtirm thnt the transl'cr SHlisfles lht rcqtiircmenrs of t:1is Agrcc11~cnt.


COMPAN'f AGREEME"I r OI' Ct:.\'"l i.llU(I~ Pt\l'OSTliJt\ll~1\l. l.! 1C'
6~H4!l7.11$Pl0~1)32I010 1 i0&1114




                                                                                                                                           MR.108
                                                                                                                                         CALCE01456
    :.(1   give clii.::ct to the trans!Cr, and ll) confirm the 1ra11slerec's agreerncnr to be bound by this 1\grcemen1 ns
    1111   A:.signcr.:

                       (h)         Jf requested by the l3Qurd cif :Vla:iagt!1·s, tht: Co111f)m1y lrns 1 ~ceived \1 li't.insler l~e
 in an ainol:nl determined by the Hoim:l ~if Mr11rngc1·~ lt> ht: sllt'licicnl tl> reimburse the Compniiy !Or the
 el!l i111atcd r..::q>cr::;C:'i likely lo be in(;Uff'<:d by 1.hc Cwnrm11y ;n conncctilll'I with :;t11,;h u·mn;ll:r.

                 I 0.5. . fillcctiv.:? Date: Distribut:ons,

                 (v.)    /\ Penri:tted Tn,1·nsfor oJ' ,, Membership lnl~rcsl is ~ff~ctivc i:1s uf th\J lit-st uay ()I'
 the calc:mlnr :11onth following the calendar month d11ring whi<;h the 13onrd of Mtm~gers recdvci; notice
 or such transfer (in such form and manner Ul> the BMrd oJ' Manngers may rcqwre) uu : .~ss 1hc Bm11d ol'
 Mm1a,gers <lelermi11cs tlmr the trnnsfer sh .H1ld be eflect ivc- HS or rm e<il'lier or luter di:te (for e~.nmplc, on
                                                             1


 (111)' date the tr.nns lcr is effective as a man er of ti!llte In w.• or whe(·e the notice of trnnsfor ~peci f'ics that lhe
 transfer is to be elkctive on n future cla:e).

                           (b)           Distributions wllh respect    f{)   u frnnsforrt,?d Mcmbcr~hip lnlt't'l:lSl ~hat Pre mude
 before the e!fai.,tive dCltc 1~l' the lt'iiosli::~· shulf h•: pnilf 10 the tr1.111sforor, und c:istdbut iom; mack ancr s~1ch
 t~nlt! ~hall         b<.: puid lo lhe Assibnec,

                     (c)    1: ilcc1ivc <1S of the ef1h~ 1jvl.) •..it'llc ort1 :!·anster ol a Mc111betsh ip he1·est, the 13ourd
 ~f        Mwmgcni shed; nmend 11-.;.!.1.Ltiit /\ i<l 1·cllcct the rt.:ductic11 :n the lrnnsfornr's Pcrcentnge interest mid 10
 refi~cl       tht:   A~signL·e ' s Perc:ent<1ge   lnt4;!1esi.

               (cl)      Nchh1~1· 1hc· C:cmpaiiy 1101' 11'. t: r.~l~Md or Manngers h<tS i-iny liHb1lity for n1nkin~
Hllocn~1ons:ind dislribttlie>M lo the Members· dctcnnin<:d m nccon.huR~ ~ with this Seel ion I0.5. wbt)lh;;:r
or nol the l3oarc.l ~ii' Managers 01· t '~c Cu111pt1ny h<1:; knowk:dgc of !In} trnnsfoi- ()j' *~;iy Mc1nh~rslilp
lnt~rosl.


     10,6. 'f'nmsforor's Oblig:.ilio,;~: The lt'nll$fol'OI' or l1 Membership inrereSI who l:e111>1!S to be ii
Member conlimtr:s lo be ohf igittcd with rc1!pcct 10 ill! Mt~m be:rsn it~ lntcn:sl or its stt1 ~ ;.is il!> a fbnrt:r
Me111be1· ns provided in th<:' Code and                ~ipplicablc   lnw.

            l 0.7, A~sigoel:!'s Ri1;1hts !1ml Qbliga.i1Qns. Unlt:!Ss nn Assignee b~comcs a Member pursunnt tt)
b.Jticlc_XJ_, sL1ch Assignee shall 1101 be entilled lo <1ny ot lht~ rights gronli;:d I<, u Member (cHhQt' •ntin us
1·cq 1.1ired by !he Codi'::), and shnll h<ivr: no right to pmticipntc in r!;c mnnugcmcnt of tile bu!lincs'> ol' :ne
C<m1pc11iy or io become n M1:::'11bet, unless 111~ M!!mbers $pc::cifi1;~11ly apprnvc the t1d ~"1i s!\ion ~) ;· ~ui.:11
/\~sig11e1::ns n Member or s11i.:h nssignment or ll'ansle1· is occomplished in nc;;ordan<.:c: with !he pcrmis:i:vc
provisio11s of !hi~ /\grcemcnt. 1\1•1 Assignee nol admit!cd m; a Nk:mb4':,. hcrciu1d'i:r slwll lwv~ 111J
:1 :embe1·ship righls <111d slwll :int bl! u Member wilh 1-c~ard 10 rh!:! McrnhcrshiiJ lntc;csts trnn~:fo1·1·cd to

SL1c;h Assignee (01hc1· lh£111 ns r~l1 uircd by the Cod1:.).   ·



                  (u)     c~c1.:pl us olhcrwisci rcquil'ctl by luw, the Compnny <lllcl the BolH'd or M:1 m~ g<.:rs
s!tull u·cnt it Prohibited Ti·ansfot us vo1d and &hull rceognizc the t1·ansfow1 n~ co11li11uing le b~ the owner
of' !he Membership lnterest purponed lob~ tr:.msforred. II' th~ C'o1npw1y is i\!lJUircd b)' iuw tl1 rccogi: izc u
Prohibit~~d Trnns!Cr , lht: tnmslbfcc slH11i lx• t1·~ntc.•d us an /\ssign~c: with rcspi::c1 to tlw fvl<:n1bcrsl1ip




COMPANY Al3REEMEMT OF C'r..-:·n 11uoN· P•;c·o:; TtM•\l lf"J\f, LLC
W     US7.<l/$f'IJ~032/ll1fl1IO!l11111




                                                                                                                                       MR.109
                                                                                                                                     CALCE01457
  Interest lrunsfe.rred and may not b~ treated as n Member with rcspel.:~ · lo the Membership lnteresl
  lnmsforrcd unless (tdrnittcd os a Mcn1ber in accordance wi\!1 f\J.:.L\£.ls.JQ

                           (h)           The Compony mny. rninovc \lw lt'lH1s'.crnr an1.! 1\i;sigm:\: with n;spcct lo ;1
  Prohlbile~:       Tm::sler mi provided .in Al'ticlc: XI!.
                           (c)           The \rnnslerdr ~·:ml 111u1sl't>ree wiLh l'i;:sp~<.:l to ~l Prollibl ti.:d Trnnsti::J :shull be jointly
 t:mf scvcrnlly linblt.. 10 the Cc1111pHn.I' !b'.'1 und slnill !ndcmnily Md il o!cl the Compnny h1nnkss ugainst,
 <~ny cxp<.m:;~. fl<lbilily. or loss in(!Hrri!d by the C.:omr~ny {incl11dl11g 1·casomlb!c legul let:$ E1ml cxpc.=nses)
 m; 11 resuh ot' s1.1ch trnm;for, tlwir remov<1l und )'q uid~1tion or lheir Membership lnlcres1s (if npp!ic;.1blc),
 nnd lhc eflu:·ts to enforce the indemnity grnnted in 1his s.~~cljy11 I Q.R{cl.

                                                              Al~TIC•.. F, Xl
                                                      AOMISSION Of NEW MEMBERS

            I·1. 1.. Substit\ll~ .MS.mber~.. · An ;\s~igne~: of u IVkmb~~rship Interest shall b~ mlmi1lcd as n
 S.d.:siillltc:d 1\lkmbcr with rcspec1 to sucli Membership Interest on the clrite on wh ich all the lb!:~wi11g            ,,r
 conditions arc :>atislktl:

                         . (H)           Ttie Boal'<! o'f Ma:rnge1·s has <1pprovcd in wrili1"g the admission qf' Ilic Sltbstitutcd
 Member.

  .       .    . (h)     The Assignee has c.lt:Jivcrcd to the Compu1:y nuy ugi·eemcnts r.nd olbcr ~!oc um~nts
 !h<lt the Bo<Jrd of Manng~~rs reC) Ltests lo coniirm st:ch /\~signcc as n Membc:· i11 the Co111pm1y a11d sucll
 Assigncc·s !lgJ'cemcnt 10 be ~1t1ui1d by 1h1s Agrccnwnl m; CJ ~.,;!ember'.

                   (c)     . tr request1.:d by· the Bmml                  or
                                                          Mam1gcrs, the Uompuny luis recdve<l ~in 1td111i~sion
 !Cc In all Hfll(t~lnt clctcrmincd by 1hc Boor<I of Mirn:1gcr11 to be surticicnl to reimburse the Cr>mpnny for
 the estimated t'~pcnse$ likely h> be incurn:<l b~1 the Compuny ill c0nnoction with th1.: <1dm1s:-:ion L)f lh<:i
 A~sig11cc       ns" Substituted             M~mber.

             ·r 1.2.      &:k.U'!iomil.Jt!sJJ.lb~. Tl'te Boal'd             or Mnnagt::t'S ·-11\ull mlmit u pcl'S0t1 HS     @      Addition.ii
 ~~cmher upon satisfoction of all of the fr:illowing conditions.

                  (ti)    A tvhtioril)'-in·lnlt:i-esl l1u1:1 itpproved the udmi!:lsion ol' tho /\ddith111al Mcmbet
                                               of
uth:r notice to all Members (i) the lni,i::il Ct'lpital Contribution 10 be made by the prnpn:-c<l A<ldi!fonal
Member. (ii) the eftcct ot' the admission on ench M~mber·s Pcrccnt1:1ge Tnterei,t 1 umi (iii) other 111ut.:r1nl
i1~fo tma1io11 relevant lo the proposed adinissio11

               (b)    The                      ~1dmission    of the proposed i\dditio•1t)l Membc1· :mtlslies                th~    upplic;ub!<.:
conditions ot'Section t0.4.

                         (c)             The proposed Aclclltfonnl      Me:~·iber   has delivered co Ilic Company uny             f1grce1nc1~rs
uncl C'l.hcr cloclnncnls that the lfonrd of M.anagt:rs r~qt1es1s lll confirm t·h~ person as a Member i11 the
Compuny m1d the perscn·s ngreemcnl to be bound by th is Agn::cm:m1 usu M~:mhcr

         It J, hl.9 Reqllit•r..d C11P.itcd C9.!ltx.:.butiom~ -A pcrnon mey bt: udmitL::-1,I n~ a Member. itwlmling
n.s Lhe sole 'vh:n1bcr1 i111d nm)'. m:quirc " Mcmbcriihip l11;crcsl wltl)Out JTHl.king a conlributk1i' to tlw
Compn11y or assumi11g a11 obligation lv 1n,1ke ~1contri bution 10 1hc CompH!i)'.


                                         ' I Pr;ni.s Trn,\tl•°ll1\I, LLC
COMPANY AGRt:er.ai:;IHOF C1;i\'""!"lllU()>                                                                                           PAGE 22
!i1.1 ~ 4S7.11Sl'/~~ llJ2/v1G11!i91114




                                                                                                                                                     MR.110
                                                                                                                                                   CALCE01458
                                                      ARTICLE XU
                                          WITJ40RAWAL OR RF.l\ilOVAL OF MEMIU:RS



        .           (ti) . f\io f\Ac111bcr muy withdrnw frm11 lhc Ct~ mpun)" or otherwise ccnsc                        w l~c u Member
 e:-.:ccp1 ui;on· the following events:

                                   '(i)        n trml!lfor   tlf   nil of the• Mcmbe!"s Membership Interest in             ll   Pcrmillcd


                                   (ii)        removal of the Member ns a Meir,ber m; provided in .S..9..~.t.i..9.!J~ oi" this
            Agreement.

                   (b)       A Member'slrnll be deemed Lo with<lrnw frnm 1·1Jc Company upon the occt11•1·encc
 of m1 c;vc11 t spccifictl it\ .Sedio11 l 2.1 !.,9}.

            12.z B. \;1110.~11;1 or tVkmb~~·
                      (t1)         /\     M~11'1bcr   mny be re111ovcd    ~i s   a Mcmbt.:r by lhi:: 13ourtl or i'vfonttgt:r$ u11dc1 !hi:
 fo ll 6w!1~g ciJ·curtt~tnncci.\: ..

                             ·· '( i)          lhi.: tvlcmbcr has trnnsfoncd or nllempccd lo lrnnsfor all or nny portion o ('
           its Membership            !ntu rc~t   in a Prohibited T:·ensli:r:

                                   (ii)       !he Member hus 111u1erlal!y bn:uched the tenns of th i ~ Agr~t·111ent;; ~1 1·

                            (iii)   tlw Board of l\·fo11~1!Jcrs lklcn:.:n~~ thut n;rnnvui is ncces:smy ro coniply
           with IUl)' 1'e'qtliremen1s, condiliomi. 01· guideli.1cs contr.im:d 1n i'rny opinic1n, c:·1·ectivc, order,
           ruling, o ~ rcg~tlation of any United Stutes l'c<lcral 01 stnlc agency or j udicinl uuthority o:'
           contained in m1y United Stnii!S' (·cdcrul or stale.: statute.

         .       {b)  .tr lhe [3()t\l'd or r. .1nnagl.!1'5 l)!'Opose!; to l'CIHlWC a Member pursun:; l lo this Section.
the Bm1rd ol' Managers shHll notify the Member in wriling of the proposed remov;1l, un<l if :1pplictible
shC!li provid~ su:h Member a reasonable oppo1tunity lo cure the ev~nl giving rise lo removal. The
'"~lil(Wal of H1e Member is effective ot such time as determined by the Boar(~ or Maiiagers Jn nccordat:c.:e
with npplicnblc Jaw <rnd taking into accounl the M~ n1l:· c1"s opportunity to cure the event ~iving rise to
ri.:movul.

        l:!.3. 3(1l.l!J~..~.U'.0-rusrJtl~mby1. A Mcmb1:r who withdrnw... or hns b,· cn rcnwvt.:d from lh!!
('on11Kmy o~· Pll~crwisc CCM1C~ to he fl ~,ll e111bel' hm; tht.: S\HLIS o!' 1\ll As~ i!)l1CC wi th ;·ci;p.,:<.:I In imy
Mcmbi..:rchip !ntc-resl held by such fon11cr Mc111hc1'. Except us jJl'lWided in Section l o.~uJ (rclaling lO
oplio11ni l'C'(!cmption of' it Meinbcr'~ Mc111h!1'r!1hip h1tcrc~1 upon the occur1·cnce or ::i '!'rfggctfog Event) 01·
Article Xl U(reluting IO winding ttp und lermi11ulion), s11ch fo1·111cr Member is nol cnllllell Lo J"t:•.:t:ivc any
p<1y::,,cnl:i l1ndcr S1.:clion I01.20$ ol' lhe Code.




COMPANY AGREEt'/H:NT OF Cl~NTi:l{l<>N PECO~ Ti:HMtX;\ I,               t.l..C                                                   PAGE 23
U 111157 'llSPl3303210101I001Hll




                                                                                                                                            MR.111
                                                                                                                                          CALCE01459
                                                           ARTICJ .I~        xm
                                              WINDJNC lll' AND 'rii:nMINATfON
           i'1. I. Events R~..rn1Mng Wi11din1]. U1). The Compn11y slia!l coinmenci,:1 winding ur prnc1~lw·1:rn in
 w.ico1:cla11ce with this AgrccmMi {.lnd the Code up1)n the tirnl lti QCcur ol' the (01 l<lWing cvc111s:

                       (u) · · · the M~nibers unanimously VDlc to wind up Eind tcrminme th1.: Co111p11ny:



                       (t)         'the termination or 111embership ol'llh: ln:,1 remuini11g   M~nibcr;   ur

                  (d)      the rcsigmtlion or removal             or ;;iii   Mam1gcrs ii' the Members Ir.ii Lo nppoi11: any
 1·cplr,cenient M1rnu1~·cr lts jm11rldcd in S~ctjo11 5.3.

            13.2. , Windinv, Up Procedllt'es.

                   (<i)     On the O('currence or an event requi!·ing winding LIP or llic CCln~pnny, unle::;!\ then:
 is m1 nction to co:H! 'nue the Company witho11t wlncli11g up in m;cordnm:c with ~cction i3.\ Ll1c H0ttrrl or
 M(mngci·s (or (lthei· Uqi1idator us pnwkted below) S''nll, i1s soo;; i's rc!1Sl111ubly pructicublc, wind up the
 Compnny's busjness t111d nffairs (i11cludi11~ disposing of lhl~ Company's asset!.i 1md Hpplying ,he prot:(..'Cd.;
 ns pmvidcd in Section 13.4) tmd terminate the Compm1y· in occorda1-.cc with this 1\greemcn1 m1d lhe
 Code. The lomp~rny shall c.:ea~c. h> cai·1·y on its business (cxc:,.;pt tu the cxlt:;1I nccicssary lo wind up i•i>
 ~:n1siness), collect Hrt<l S•::ll i!s properly 1·0 ilw extent lhe properly is 1101 to be lransl'errect or dit~t1·iu~1tccl in
 kind, und perfl.wm any l1ther net l'cq~dri::d to wind up il~ business i:wd am1irs.

                        If lht\ f:lotu'cl of Munngers hM wrongf"Ltlly cnl1scd lhc winding up ol' Lhc Company
                      (u)
or if there Is no       Mllh~gcri
                             (i) a Mttiority·in-ln1ercs1 r~rny vote to elect u person or pe.l'Sons to m:compl ish
lhc winding u:i or lhe Company, or (ii) if the Memb1.~r::; fo il ro elci.:t a pcnmn ln ;iccoinp lish winding up
1he C0mpn11y, then nny Metnber or Assignee may pelillo11 <1 cou1·t to wind 1w lhe Co111puny us prov!dcd
in Section I l .054 or 1hc Code. Thu person or pcrsom.1 winding up the Comp1111y. whether the l:30:11·d of
Mnnagcl's nr an elected or court <1PJlOintt•d pcr~o11 <1t' rcnmns, is rcfo1Tc<I ~1> in this 1\grccmcnl as lhc
"l.l!luid9ll,1,r.'

                      (c)   'The Liquid910r mny dctcnmnc the time, m<1nne1·, and lcrms of any Sf! lc or sales or
Compnny pror:erty pursuant to ~ ·.1cli winding up. The Liquidator (i r nut the 13ourd ol' Marn1gers} Is
c11titkd to receive 1·cas.·onubk con-q:>M:>Mian li:ll' its services; rm1y exe1'Cise ull <ll' the powv;1·s· eonlcn'Cd
up()n ;!·~i: BtHl!'ti ufrvhHwgcr~: tinder this Agr~(.~rnc11 1· 1u the c.xtcnt· 11cces::;u1·y or dcsimble in the goucl fo.ilh
judg::cnt of lhc Liquidator lo perforrr; its dutks; nnd wilh n:.sp~:<:I to ~icts taken oi omilll!'cl while acting
in such cupacity on bi:;hulf of the Comp•lll)'. is e111itlcd to the limit>ilion (1i' linbi11ty and inclcm11illcatio11
right~ Si.'l furth ii1 Artii;le VI.

                 (d)      Tl1e L;quidc1101· slmll pmvid~ qlml'lcrly !·cports to 1hc Mc111bcrs uud /\ssignee!:i
during the winding (lp pJ'ocedure .showing the t1ss~1s unl) linbllltics ol' tile Co111;1a11y, provid:11g
i11fo11nnrion ;ind documents reqt1ired by the Members and Assignees lo C()nply wllh the:;· tax. 1·ero1·ti ng
'Jbligntions, and :;uch other inform<ltion as tht~ l .. k1~: 1 dator dcerns apprt)printe. Within ~1 rc11s\1nftble ti:l1e
ul\er cumpleling ~he winding up. the L1 quidm'Ol' shull give each .Memncr and Assigm:c u fi1111I :>lutc1111::nt
selling J01lh tlie us~t:ts, li~1l>i l itios, und reserves of d1t1 Compnny as of llie diile of c.:on1pk:tion or wiqding
L:p.


COMPANY AGnE€MENT OF C1•:NTllHIO~ 1'1:c1 >,-:·TKlti\llNr\l , l.t<;
tll!H441. l/$P/J~03210101/0S1114




                                                                                                                                 MR.112
                                                                                                                               CALCE01460
            13.3.     ConlinunJ..on       Wllhou,Ll~iJ)dini{      Up.

                (tt)     Jf tht:•'C is U decision tu Wind Llfl tl!ld lc:·11iimllc the ( l11l1J.ltlil)I' US dCScr:tJ~d in
 Section 13.1{<1), lhc Con'lpan~ mll.y.bc continued o~ provided :n Section I 0 ! .552        the Code.          or
                  (b)      If thct'l'! •$ u rc1·m inaliM or ii !C! CO!~limu;d lllGtnbc:·ship of the lasl rcmnrnmg
 Mern be!' ~ls ckscrlbctl in Sec: ti en 13. I(c ), then pi ior to <.:omplelion of the winding up prcce!>!'; blll not le.~ tcr
 than 90 days nllcr' the cv\!nt or t1;;nnim11io11, :Ile Bmml of Mtmul!crs may contim;r; lht: Compuny by.
 1:1dmitting one or more M~111be rs el'fccl.ive as of 1hc occiirrenc.:~ or 1hc 1!v~nl or tc1'111in~ttion. Any.
 Assignee whose Pert~enhtge Interest wou ld be diuiiHh;lied by rr.f.\sm1 of the utlmiss1on of un Additiorial
 Membe1· u11de1 the circumstances described in this Section mus; uppmvt: lhe Hdmis~ion ol tlte Addi tional
 Member.


                (a)    In Oenernl. On wiuding up the Company, th\! Liq .. iclalol shall dispO!lt nl' u1e
 Comp11.ny'~ properties nnd r.pply ~in<l di:;tribu1e th~ :iroceeds. or lransfo1· !l~c Co,11pn11y pi'opertieS'. 111 if1e
                        or
 following order jJtforH)'.:

                              (i)     to creditors (im:lllc!1ng Members who nr1; -:;p;;dilor~>} in ;1ci.:ordu11tl:! with
           1hei1· 1·~lutive righ!S t'ncl !;rioritie:.; 10 sutisi'y th~ liubl li1je:i (11' 1hc Co1np~1ny, including 1.!Xp~nse;\
         · associatt;d with thc ·winding up um:I lcnnillr.Uon of the Co111pn11y, ht;t excluding nny Comp::)ll)'
           liflbility flit any unp:iid lvfandmory Dislributio:1s;

                             (ii)    to Members. i\!;signc:cs, l1nd former \llcmbcrs In sutisl'y the Compi.my':-i
           liability for m'\y. unpaid M~rndiitory Dis~l'ibutions: and

                                   (iii) · to   M1:111o~rs   i111d As">igm;c:;   ;1;5   provjtlcd in Sc<.:tio11 4.2(al.

                      (b)          Jjo Me~11bcr Dclk: t Rcstorati~)ll Obli,gotion. No Member is linb:c 10 the Company
or <tny ot!w:r       p~rnrn'i      for iht: n:paym(~nl uf mt)' deficit in the Mtimhc1 ·s C<tpilul J\t.:coulll, except as
p1·ovided in Section l 01.206 of the Code.

                 (c)     R~sru~.      In lite cliscrelion or lhe LicJllidatoJ, n pre n.1111 !)DJ'l1on Ill' t,hr:
dist:'ibutions that wou ld otherwise be made plll'stitml lC> S.fi1;t!9n 13 14Cnl'fl.U:ai~d (i.ill mny b~ wltht\eid lo
pro,iide " 1-eu:;11m1ble res~rve fo1· Company linbilit ies (contingent· 01· othc1 wise) w1d future expenses,
includmg a :easonnble reserve for uny t.:hiiim: for in<lemnili1,:<1lion 11nd~r A:ticic Vl um.I for rnly r·ulurc
expenses ossoclstcct with imy lnx nudii or olh1:;r l'roi,;~l':<llng l11m ~ii p~·11di11g or mny wi~.

                (d)     J>~Y.mcnt:i and llli!ffu.!lion!-; lo Mcn1pcrs in !SJ.mi. The l.,1q1.1id~k):- m:1y 1101 1m1ke
u11y payments M distribuW:ns to Mcmhcrs o~ t\~/\"Jg11cc.S pw·sw.lt\~ \'O S~Qlfon I JAfJUtiJ) 01· {ill) ci1her lhM
tn ct1sh u11lcss ~:I! Members tmd A~signees rccciv i n~ the property approv~ tile tr1111sfrr in kind. The
Llquid<!lOr ~hull determine the Pllir TVIHrket V'11Ue nr 011)' properly tron:;fo~IT~U 10 Mel11b\!l'S Ol' Assig!",CCS
in kind oeeording to the valur.1.'.0n prnccdL1 re~ ~ct forth in /\rticlc XIV.

                  (e}     Clu1J:t£Jer of Ut1ui<lt1liru!_ fJistribuiiom. F.xccpt •1s ntlwrwisc rC~lti rcd b>' the
l.ltl!., amo\tnl:; i.wld lo Members purnu~:n1 to ihis ~.!)011 ! ;).4 ;,;h:;lll be INnli.::t! <lS tm1dc in cxcllun~e fo r
the inlcrt:sl of Ilic ivkmh<.:r in Co111pr.11y pi'ope1·ty µ~,t'i' ll <lll l to l.R.C Se<.. tion 7J<i(b)1, I), lncl\tding ~he
in!.crcs: or sw.:h Member in Ccmpany goodwlll .


COMPANY AOfifEMfNT vi~ Ct;.'l''ntHllll" PEC11~ 1'tiR1\llNAI. LLC                                                          PAGE'. 2.S
a'.1 wir 11sp1330321010·.1001114




                                                                                                                                         MR.113
                                                                                                                                       CALCE01461
               l:\.5. .Certificate or. Ts;l'minntlnn. The Liquidatol' shall lilc a Ccrti!icatc c>I' Tc1·mi1rntion of n
  O<>mcstic Emity (Jn th!! corn1~l~1ic1 n l'..ll''he winding op ol'lht: Cor:1puny.

           I:3.6, RcJ.rstalc.m.~ll·                 If the CGmruny is terminated, it may be r'·111:1tutcd in the    11ii1Jt11t:r
 pro11idf<:d in lbc Code.

                                                               AH.TlCLt XIV
                                                                VALLATJON

   .        J4. l . [i'air Vnlye ol Compmw P1\11Jertv. The f.'ai1· Vnlue of property contriouted to th(;
 Compnny by l1 Member us ptll'l of such Mcmb~r's Initial C1:1pital C:tmtrilnnion iR the amount or such
 Member' !: lt11[laJ Cnpilnl Con1ribu1iont as set fon!1 on H~.P.ili!l.!.'\: 1ni11t1s the amount of m1y c:n~h
 contri buted to the Compony ns part of s;,:ch Member's lnitinl c,1pi10 I Conti ibu1ion. 111 nll other cnst's, lhc
 ft::1ir V nloe of ~111 (tssct as of uny d~1te is it:; foi1· mnrkcl l'lil"c as dc\ermined by the: 13oc1•·d or Managers in
 good fo ith usin~ l 111 y fcns<HU'.blc valuaLio11 merhcd. l l' nny nffcetlid Mcmbl:r does n0t ugrc:c wilh t·hc
 ve11uution sel by the Board or M;Hrngers, the Fa11· Volui: :shull be d~ tem1in~d using pm\'.:ctkn:s sim ilar to
 those set forth in Scc!ion 14.2, and the cost nr llny such cktcrmim11io11 shtill he bot'nl~ c11t11·dy hy rhc
 al1h:tc<l Member un less tile Bonr<l cf Munagcr~ or t1 Majorily-in-lntercsl of nil Membct's other titan ,:1c
 nfl'cctcd Mcnibet· nppt·ovcs n1·i altcrnutivc allocation 11f\ucl1 cost!'i.

              I4.2:       · ~Jlse Pric~          or Membership lnte1'1!8!.
                          (a)             For pul'poscs of any n::dcmp!iot1 of~' Membership Interest purs1mn1· to Sefjion
J0.3f2}. the ptm.:lm:se pd<:e shtdl                 be th(: Tri ggering £vc11t Pu1·r.:hus~ Pri1.:e.

                    (b) , If' the Offering Member and tho Cotnpany cannot t:oopcro:1vcly dcsig iatc an             1

                1
1.1 ppmi~1!1 wllhin J 5 dnys fol lowing the d~tc of the gcdc111p1ion Nolic1;, then the Offeri ng Member ,rnd
the Con1pany shall c.!cich sdeer an appraise;', <\ttd ~ttch two (2) ,1ppraisers sh<lll se:ect a third 11pp1·aisc:·
who shn ll select the nppraiscr lo perform such appnlism. T he cos1 or eadi upprrii~al !\hall be shu 1·cd
~(JtU:i! l y by tbe Company· nnd the Orlcrlng. Mcmbcl'.

         14.3. Va luation or Membe-rship lntcresrn. For ul! pmposc::; o:: this Agreement o l h~~r lhan the
v11lmtiol'l rf Mcmbc rshi 1~ 1i~1ercsls in t.:(>llll(i!Ction with <1 Trigge1 ing Hvcnt, the foir mnrket v11! t1e or the
\/lcmhcrshfp I nterest~ Rhal l he dclcrmincd by rhc Mtmugcr.s r.msur.tnl 10 'm ind.::pc11Jcnl thi rtl purty
apprahrnl of the HSs1:1:.; ol' the Compimy. ','hL· lfourcl of M~nagcrs shull 110 Jess 1lw11 ar:11ually. cause tht:
mrn~ls ol' the Compwi)' !"be uppraiscd b}' ;111 1ndcpcnllc11! third pnrty.

                                                            ARTICLE XV
                                                        GLNElV\L PllOVlSl ONS



                      (a)       In General. Sub,1ecl to the followi nB exceptions Hnd !imltt1tions, this Agrccmcm
ffUI)'   be <ltnCJ1d(~cl OJ'l!y Willi the Wl'itren t~pp1'0VHl or ~1 11 Membct'S.

                  (u)      ~~~ l icms onct Llmi1nti911s. Tiic 13oa1·t.1 or Jvbnagc:t'S may mncncl Cxl1il1it A n·orn
ti me ~o lime to rcllect the admission ;:ind withdruwnl or M':m bcr~i. ~111d dumgcs tti imy lvlc in b~r's
Pcrcentagt· lnicrcsl, m ~iccordance wllh thi!> Agrcc:."11~11t. No umend111c111 l'i. Ar1klc "..1 (1·~1t11i11g to
liabili ty Md !t'-dc11111IJ'icati<ln) 111uy advc;·scly affr.cl the rights or cbligution,:; of uny lndi:nmilkd l)1;1rs..rn
witho ..H the 1ndrnrn i Vied Per!l\ln's prior written >lpprnv.il.
CCM!'ANY AGREEMENT or: CJ,,'i n RION p~;(.'()S 'flill,\1111'1\I, LLC                                               l'AGe 26
tr.ll 14!l1. 'l/SP/3303~ro·o·JI0'.11114




                                                                                                                                   MR.114
                                                                                                                               CALCE01462
          I5.2. NQJlf.st An>' notlct', 1·eporL or 011:c1· co111111t1nicution rc([lti1•ccl m permitted lo be mode H:l
 nny person by· this /\gr1;erncnt shall b~ in wriling tind is <lccmccl given when (~1) dchvcrctl In the pcrs~1 n
 by h.;ind, {b) the third business clay alter delivery lo the United 8l;1te:.\ Poslc;I Servicc: (or other dcsign;ited
 dclivt:ry :?crvi<;e us \lcllnec in l.R.C. S~clkrn 750?.(0)i postn~e pri:;pulJ, iu <111 cnv~lopc pl'Opi::dy
 addressed lo the person al the pcrson 1s address se;( lhrlh in Lhe Conip3ny'~ rei:o~cls >1S oJ' ihc d;11e ol
 dc;lvcry. or (<.') suc1.:c~.sf1.11ly tn1m;mi1ted by lllcsirn ilc 01· 1.: ~cctro11 ic mes~H~(~ I<.> tlic person's li1ci;ilnik·
 phone number or e-mail <1ddress {as 11pplicuble) seL forth in lht Comp,1ny's wcords <is or !h~ dote or
 trun"lmission. /\ny commimiciilion 10 the Ek1nrd <n~ Munngen:; D" lhc Cmnpcny may be delivered lo Llw
 Compa11y's l'Cgistcrcd office dc5igm1tcc.I pti r~mtnl lO Scc~..J..

               I5J. Ciovc111il1g r..~tw : Conscnl to Jw isd '. ctlon. Thi., Agrecrm:nt is govcn1cd by imd shol I be
 ..:ons:rued under thc Jm.vs          or
                                    the State of Texns wilhO~tl rc:gurd 11' legu! rl!lJu!rz11'lents tt1nt woufd rc@iru
 lhe applic<11i•.>11 or tile luw of any olhcl' jurisdiction. Any Proc~cd i ng c1r1~i11g uul ol or 1·elutin~ In thi.::
 Agreement         the Compnny's acrivities or properties mny bi: brought .:~ the sttlte COLlrlS of Dnllas
                    01
 Coi1nt)(,     Ti~:-cas
                    or, if it h<ls or can acquire jurisdiction. in i!~e United Stales f)istric: Ci:iurl Jocnterl in
 Unllas Coumy Texas. Et1:h lvJeinbe1· and Assignee incvoc\lbly submils H> th~! !.),'\\\lu!-!ivc jurisdii.:1io11 ol'
 eutli such cowl io nny .such f'l'oceed!ng, wn i v~s uny objci.:1100 h ll'l<•Y 1H>1\' 01· hen.'t11i·e,. ht:vc 10 vc11t1c (i i '
 tl1 co1wcnlc11:.:c or' fon1m. ngrecs lh£t! ni l <:1<1ims i;, rcspl.'.ct ol' t·hc P"<h~c~ding s~1ull he hcitrCl rn1d
dererminc<l only in any such C•Hlrl and <1gr1.:es not 10 brin~, ~iny· !lu\:h Procc~cling in any t1thcr l.!mirt. T he
Company m nny tvlembt:r m Assignee muy fil{! n copy or thilf Agn...,~m~ n t wilh uny 1.:011r1 os wri 11c11
cvld1mce t.11' the ngniement b~lween the pttJlies irl'evo<.:ttbly lo wuivc 11;;y objections to venu~ or to
co1wcnic11cc or !b:·m11 llroccss in <n'lY Prn·::ccding rck1 nxl to in 1hc !:!C:COl1d ~Clll't:11t:c ol' this Scctio;t 'M$\Y
bt: served on all.} ' party an)'\•vhcre in the wtirlcl.

         I 5.4.· W::ti"er. Any f~illtre by 11 pnrty rn insist itpon the strict performance of ,my coveumH or
clmd:tivn ol' lltitl Agt·cement, 01· tu cxcrc!se trny right u1· i·t:metiy upon " hl't.!~t\ih or HO)' :web covemmi: ot·
crn1d;t;on, docs nol constii;,;jc waiver of uny sm:h covc11nnt ~>r c~indition ;.1:· uny brem.:i1 lhen.."01'. ~\ purly
will 1101 be u~emcd to have wa.ivccl uny right oi· remedy tmdi;;r this l\µr•~cmcnt unless ihlll party l1ns
signed n wr:tl'Cm clocume;1t lo that eftect, and <1ny :such waiver is· u~r1 l i~n~. 1e only with 1·esp1:::ct ln the
specit!c provision one! insrnnc~ for which it Is given.

        I S.5. Enllrc Aurecn1e!~I. ·1his J\greeme111 ~t1pc1·scdcs ~II priOI' ngrccmenrs, wh~thc1· wrincn or
ornl, berwe(rn the 1n1rtics with respect to ils :$llbje<.:\ mHHcr Hl\d t:on:stitL1t~~s a l;Olnplclc <ind cxclrn;ive
:'JhllN11·:111 of the ''gl'eemc;it between the pattic:; with             1·<:~!;pect   lo its subiect l!Httlet'.

          15.6. s ~ c£CfiS()l'S rn:1d Asshr~. Nn 1vtemb0i' w· Assignee moy ns~lgn aiiy of Hs righ1s 01· delegate
;1ny ol'ils t>b1igntions undc1· lhi~ /\gr1.:e111t..:nl cxccpl lt)< c,'<pl'essly p<.!r111ilted :.1 !his A(;!rt!t:111t:!nl.

      15.7. Tl,lrcl-J>artics. Othc1· than >IS pro\'iC.:cd in Scctiop 5.7 (rdnting lP relirna:c 011 nuthorily ol'
the Bm1rd cl' Munag.ers) nnd Articlt> YI (re l ulm~ lo rights 01· I ndenrni lied l'erson~ ), none ol' : ' 1c
pl'Ovisions o!' this 1\grccmcn1 t'!l'e for the bcnctit of Cir cnforccublc by any creditors or th~ Company or
orht:r persons n~)l tl pnrly to this Agn.:~:11c1u. cxi,;ept such bcnclits m; i11ure to a sw~c~~sm m' pcrn~i'.:cd
assign in Hccnrdi:ncc with .Scc! io.u.J 5.6.

            15.8. ~~~L~.n1Q.i!Jl!~. 11' ml)' provision ur lhig Agn.'tJment is lidd ill valid or u11cnlon:cobl<.: by uny
emu t     or r:o111p<:lc11i jurisdicl(o1i, lhe olhcr provisions                or
                                                                      this f\grccmenl will rcrn11i11 in l\dl lt>t'i.:t.: und
efii.!ct, 1\ny pn:ivisiQn ul' this Agreement held lnvorid or 1,menlorceable on ly in ptlr1 onlcgr~e will 1·~mnin
111 ti.d· !C.m.'c aud effect to tht:! ~><lent not held iiwulid ur Llncnforceoble.



COMPANY AG~El':M~N'f OP Cl\/\"l'ltltlflN l'l\f'O.'\ TV.lt'.\lli'~•\I , L!,C.                                        PAGE 27
S2114GI   1/SP/a30,l/01:11/!l~1t111




                                                                                                                                    MR.115
                                                                                                                                  CALCE01463
.. ··
                           Consirnction. The lnnguugc in this Agreement /!.; 10 bt: cons1ruc<l ncc:Ol'ding In its liiii'
                        l 5.9.
          me~ming and is not (·,) be slriclly    ctmslrucd !'or or uguin:>L u:iy party. Nolh ing i11 this Ag:~cmcnt is lo be
          const!'l!Cd ns outhori.zing o~ l'cquiri11g nny ;lction thnt is prohibited by the Code or other npplicablc l11w,
          or as pl'Ohibiting uny nctio11 •!rnt is ri:quircd by !/1t) Code or u~licl' ;1pplk<1blt: !aw.

                   ·   . 15.1O. )*csutjon          9f 1\j,;rec111~1'1. This Agret?mcnl   mti)I'   be <::xect1i!!d in coun 1.erparts, ench   or
          \vhich will be deemed lo be                an
                                          original copy of th ls Agreemet:I, Hild ull oJ' which logeilw coristitlJIC one
        . agreement. Any signnlmc to this Agreement evidenced by n facsimile or othc1· electronic 1n111smissio11 of
          such signnlure ~hH!l be binding on the p<inies to the same extent as i r such signntu1·e WN~ un origirnil.
                  · is:l 1'. Furthei· Ass11t<l!.1C~. The p<:wtics shr:n execute and dclivt:i· nil documen1s1 p!'ovidc: all
          ['.1formntion, and toke or refrain ·frotn to~in~ ncticm us mny be nc1,;t:ss:1ry :):· upprorrh1t1;: 10 t1ehl1;:vc the
         ptu·poscs oi'this Agrccmc11t.




                                         . '· ..          .. .
          .   ..




                                                          .. .




        COMPANY AGREEMENT OFCf...Yri'uuo" Pi:cmfn:1~'111'1-,\I' LLC
        6211457~ 115Pf.,130321011l1/091'11 4




                                                                                                                                                 MR.116
                                                                                                                                             CALCE01464
                  SEP/ l l/2014/':'RIJ l J: l 5 PM                                 B,O,LLEt>.tEE INTEREST      P,\Y.   N~ .   313-429-1103   P. 0 ~2




                                                                                                            CENTURION 1,0GlST!C.S 'lLC




           ....

         .,
,•

         . ...
                                          . ..
            ~
     .     j'




                          MAN'AGER:


                                               .       '
                                                   "




                                              .    .   ~




                                                                                                                                                         /,
                                                                                                                                                         lo

                          COMPANY AcRl!ltM'EN1. 01" ommuoN:Ptcos'.l.'E.nl 11NALLLC
                          t11ft-.t.14~ • 1Vt"lt'l.,,l\"1' 'Jf"l.lf'\,lflU\•""' 4
                                                                                                                                                         I'
                                                                                                                                                         l·
                                                                                                                                                         l


                                                                                                                                                         MR.117
                                                                                                                                                       CALCE0146~
                                                                  COMPANY AGREfi:Ml!.:NT
                                                                         Ofi'
                                                             CENTURION PECOS TILll.MiNAL LLC
                .....
                                       . .                 EXH101T A
                                    M.E_MBEfil.:_CONTIUDUTlONS AND P~RC.J~NTAG ll;J NTll:IU!:STS

                             ...                                Kl'foctivc us ot' 1'hc li:l'fccHvc B}ltc
                 .              .
         M 'E MUER'NAM'E ANI) Al)ORESS
                                                                                                 lnitinl Cnpitnl   lnitinl Percf:nt~gc
                                                                                                  Contrihution          I ntcrcst
         Cc1~ t llrion     L'Ggi;stics' LI .C                                                        $400.00            40.00~1(,
          17950 Pl'esro11 Rond
.. ,.    Suite 1080
        · D<1llt1s Tc.1<aS 75252
                     1




         CAM Oll :mu Nntui·al Gns.' LLC "· ·"                                                        $600.00
         800 Sp1fog Street
         Suite 205             .                        ..
         Shrevcporti f.:m'iisionri 71101



                                                  ...



                                           ..     .




        COMPANY AGREEMENT                  or: c-.:NT11wh:-> P1;co!{'fr.m11;11,\1.·1,1,c
        G211~.ll 'l, 11SP/33<13210•1(11/09' 114




                                                                                                                                           MR.118
                                                                                                                                         CALCE01466
                                                          COMPANY .\.GRF.li:MI?NT
                                                                        1


                                                            OF
                                              CENTt;R!ON PCCOS TERMINAL LLC

                                                           APPEi'; HIX A
                                                                      ......_...
                                                    PRlNCIPUl:S OF ALLf)CATION          __
          A. l    lt111·odu<:tiqu. This Aj)pendix se;s forlh pri1wiplcs undui· which items of income, gain.
 loss.: deductioll nncl crcdil sh:tll be allocated nmong th1:: Memliers. This /\pp1.111dix •ll~o ;)rovides f:.)!' th(:
 dcterrn inntion Hcd mnintennnce of C11;)ilal Accounts , generally it\ m.:cordancc wit h ·l'l'emn1ry Rcuuhulons
 promulgated tllld~r !, R,C. S~lkm 704(b ), lhr pt1qmse~ or detamin1 ng !!llch altm:utior1s. For purpo!!<'!!> o I'
 this Appendix, 2111 Assignee shnl I be '. rc111cd in 1bc same munm:r i1s n lvkmbt::-.

           A.2   e     Dl:linitiOll!'.i. Cnpitnlized tk:rms used in          lhi~ l\r>P1!. 11 di~   htt\'C lhi: mcunings !:lel ri.1rlh below
 or in the Agrcc:1"cn1.
        ;,Adjt1~tcd Cuphnl A'<.:coH;1t Dtli5iil" tn~atw tiny dclic!t bnlmicc 111 ti Member's Cnpitul Acco.int ns
          .
of the end ni«t lllxable yeiir. cil1er giving. ~·lfoct to lhi.: lbilowi11g <1tijus1111c111s:

                       · C1•cdi1 ro the Capiwl /\ccount <iny l\tntll1rtls Lhe Member is obl igulc<I w rcs~ore
                     · (i)
          purs:mnt       ro
                      lhc Agrccm~nl or is deemed fo be obliglHcd lo rr:s:on.: 1nmw11111 to (11) 'l'rci1sury
           R~gulnnons 8cr.:tinn l. 704-1 (b)(2)(ii)(i.:) (rcl!it ·11g 1<1 <.1blignlions lo pny. pnrtncr :Jromlssory notes
          and otlic1         oblig~1tio11s   to   m~1ke   c<mtributioru; !0 tile Compi1ny), CH (b) the penultimate scnt(·:1ces of
          Tr..:a::.tll')' Rcg\d:tlions Sectk1n5 l.704-2(~)( I ) (rclming to par:ncrship minimum guin) <111c. I '704-
          2(i)(S) (relating lo p~utncr             Mmccour~c tk:bl      mi1\iim1111 gain); nnd

                (ll)   Debit ro s11ch Ci1piml Account the items clcscl'ibcd in T:·cns\1ry Rcgulnrions
          Seclkns l 704-1(b){2)(ii)(d)(4). 1.704-l(b)(2)(iiJ(cl}(5}, and J.704~l(b)l21(ii)(d)(6) .

Th~ tcwcgoing defin ition is intended to comply wilh Trensury Rcgularions Section J .70'-'-l(b)(2Wi)(d)
1111d shall be ln1erprete<J cmlsistcnl ly·therewith.

          "C~;rjrn l Al:COLt11l '' hns the mcnnmg get              forth in Scctim1 /\.3.

             ··Dcpre::ifllio111' rnean::;, for ~urh lnXiihlc year, u11 itJn\)Llllt cqu;il to the dcprr:<:intiun. nnw1·1i~utio 11 ,
or tHher COS( t·ectr:cr)' dc~b~tion ullownble with respect ln Fill flSSCl !Ol' st\Ch mi.:~1bk year, CXl.'Cp! !h•ll ii
lhc Gl'oss Asset Value or an ;;1ss~t clitfor:; thm1 its udjustc<l bl;sis for fodt::rr.J income lax purpo:;c:s nt the
bcgin11in~ oi" :1uch Lox;1bk yeur, De1"·eci11tion ·is ;:n umounl which beui·s the smne rmio !O su~h begi nning
Orn:ss A~sicl Valu~ as rlw federal incotn~ rnx deprcciut1011, :imorti1w1ion, or ofhe1· cos! ret..:overy dcdtti.:lion
!:;.)J' sttch HIX$bli: >'~~ar bems lo sut.:h begi1mi11g ndjuslc)d t~1.~ b.isis. Jr the adjus1~d lx1sis ro:· fodcral in..:ome
tnx purpose~ (') r l111 t1~1Scl !ll thi:l 1i~.:gi 1111 l 11g (i I' ~\li!h !t\Xttblc )'CHI' is r.ero. fkpr>·!<Jictll\111 sh<dl b~ dctcnrnn<:d
with 1·eforc11c:e to such beginning Gr'OSS Asse·t Vnl 1.1e using uny l\!ll!>(Hiable lilelhod selet..:ted by the F:kH11·ci
of \Vbmigers.

       ''Gro:-;s A:s:>yl Vu I tie" means c11l 1•ssct's <1tl]u!lh:d bnsis for l;.:!dernl im:rrrm: tux purr><1~es, r.::-.1:cpl us
follows:




CCMPANY AGREeM!?.NT OF C!::NTUIUON Plt<.'Oe\Tt:H1\ll1~\L              Lt.C
e2114!i7.1/SPl33032i01\l11091114




                                                                                                                                                 MR.119
                                                                                                                                               CALCE01467
                     (i)     "!'he- iniliul Clr11ss A:-1~c:t Vntuc of nn ns:;¢1 contributed bv u Member to the
               Coinp1my is the gross rair Value of such n:,ii;c1.· a:< dc1c1·111incd by 1he l!Olll!~ibll!fn~ Member and
               the.:   Bo~ll'tl   0J'M11nt1gers ulid   u~ llt!t   f<lnh n11 E:..:hibit /\.

                           (il)       The Grt)SS Asset Yulues or Conipnny a~scts shul l jc udju.slcd 10 C(!ll<tl thdr
                t'C!!pe·c1i-.·e gn:l!-IS, Fai1· VnhJcs (!<.king I.RC. q 77(\ l(!J) into <1ci..:ut111,), ;:1s <.klt:r:·:-: 'ncd by th\.: l3tn11·tl
               n( Mor1agcrs, ns of the l'ollowin~ riliics: <A) the ;1c:quisitiM or HI! additional intt•rcst 111 lh(•
               Compuny by tH1)' ne;:\.,,. or exbting Membl:!r in <!.'\clwng(;? !'or more limn n (/(! ;11ini111ili Cnpilal
               Contribution; (13) lht: distribution by the C):m1p•1t1y to 11 Mctnbcr ol' more thun 11 iii! minimls
             · nmou11t 111' property mi consideration for w1 i11tc1·cst in the Compn11y; (C) the 1iquidation f!f the
               Co111pm1y within the meaning of Tremn11y Reuulutions Seel io11 l. 704- ! (b)(2 )(ii)(g): <llld ( D) in
               connc1;tion with the grant of im interest in rhe Company 1,otJ1er tlrnn a de mi11n11is inlcresl} ns
               ~unsidr.:mHlun for the provision or st::rvh..'Cs Lo or for lhc buncfil ;;ii' the.: Company by a Me1nbcr
               acring in a. member capacity or in n11ticipati<.rn of being " Mcmbcl'. 1\dj1.1sl111cnts ptlt'St;nnt t1)
               clliWlCS (A), (i3), Md (D) above arc required only if the l)QHrd ol' TYforn1gcrs determines thr.t such
               acljustmc:~ts iwe necessary to accurntely 1·~f:ect the i·elative econon1iL. inr,~rests oi' the Membe'"s in
               till.! Comp~111y.

                         (!l ·)   Thie Grofls Asset Vi:luc of n C'omp;my '1ssc1 ~li:;trihut~d to .1 ~-'lc111hcr shall b'.'
              l\Cljusr1:xl lo cqL11~l 1he gross ruir Vul uc (ltlking Utt ~ 7701(g) into (ICCOlilil) or !iUCh 11.SSCI tm l11c
              dnte 411' dis1ribl1l10n m~ dete1·miiiud by th~ dis<:ibu1cc wid tht: l.!u:m.l M fvhm<lgl!i'~.

                      {iv) Th<Y Gross Asset Vniues ol Company ussets shall be incrcnsed (or decreased) to
              reflccL nny ~1djustments to !he ncij t:stcd bnsis of suc.:h nsset3 pursuilnt to l.R.C. Section 7J4('.)) 01·
              J.R.C. Section 743(b), blJI only to the extent that such :1djustments <H'e take!\ imo accoun( in
              determining Cr.pitnl           J\1.:coun!~    ptu·smml to T:·casury Regulutinns Section I.7(J4-l(b}(2){iv}(m).
              Gn.is8 Asset Values shn! l n~ll l-x: ~iclju~td p11r~uunt tn this r.nrngruph (iv) 111 the ~:->tent 1hat un
              nqjustmcnl is required pun!uunt to pnrngraph (H).

. 11' the Gros.!\ i\.ss~t Yalt1c <.11' an uss1~1· lrns b1.:1rn dctcr"t'111cd
                                                                  01· adjusted p1.: 1·sua1:t· to subpnrl'lgt·aph$ (i). (ii)7
 ~ll' t)v)
        or tllis delinilit111, the usset's Gwss ..\~SCI Value shnll Hie1•ei;iler· be: tidjus!ed by the f)cprc1:iuli11n
 tuken into accoun: with 1·cspccr lCI such nssc:l fol' pu~·1~oscs of Gl,mpuring Net Profit un<l l'~ct Loss.

         ''Net Profit'' and "N!!I Losi>" mean, fi.)r 1~tcl1 l<lXallle yeur or other relcvc;n t pt:r.ud, an 11111oi:nl
 cq1;AI to the Comp.any 1s rnxable income or loss for such taxable yenr or other relevant perivll,
 dt::ermincd .in <1cc-.ird~1m;1: with LrlC. Section 703(n) (:or Lhis purpose., mil ii~ms ol income, gain, loss, or
 dedl 1cl.i<111 t'equired 10 be suited separately pursuuut to I. R.C. S1::cti<111 703(u)( I ) shall be iw.:luded i11
 wxnbk: inc<.11ne or loss), wirh the follow:ng udjustme111s:

                    (i)    /\ny income or !hl' C:ompr-111y ihal i~.; exemp; n·or: fedcrnl income lax :md nol
             otherwise wken into l~cco~mt in compuling N~t l'rori t or Net Lo:is :ih~1t1 be add~d to su~h tnxi1~1l~
             incn111c or loss.

                      (ii)     /\ny cxpcnditu1·cs of' the Cmnpuny dcscrtbQd in LK.C, S~Ltion 705(n)(2)(B) or
             t1·e;1t~d m; t R.C. Secti<~n 705(al(2)(l:3) .;!;Xpe:·dil\ll'CS plll·~1111111 ~o 'I reu~ury Regultition::; Seel ion
             1. 704- J (b);2)(iv)(i), und not oth .:rwise t!lkcn into nccou11t in eompu1ing Ncl P1·oti1 t)I' N1:l Lo~::;.
             shall be subtrnctcd from st1ch lc1xnblc income or tos5.




COM~ANY AGREf:M~NT OF C1•.i'\"rt1h:ON •>1~oo~Tt;1t'llN;\l. l.1I,{
G11HS7 1/SP/l30J2!0'1!)110!l1114




                                                                                                                                                    MR.120
                                                                                                                                                CALCE01468
                      (i;i)    I!' thr. G1•oss Asset Value of ~111Y Company ussct is ncljustc'd pmsurul! lo
             :ntbp<lrttgmph (ii) o:· (iii) or the Section A 2 delfoition of Omt1s ;.\~set Vnlllt?. the amount of' such
             11dj ustmc11t s!rnll be tnkcn in10 uccrH1111 H!> gain m· loss lhim dlspl)siti(m <)J' the nssc.:1 li..;r 1rn11,os~!s
             c;f'c~m1puling N~:t Prnnt nml Net Loss.

                      (ivj . Otiir:• ()I' loss i·csulling lh1111 r:ny disposil ion or Co:~:p111 1 y propc:rly with rcsp(:Cl lo
             wh ich gHin or leis:; 1s recognized for leckMl incrll))I.! t<lx puqmscs sb<ii l be com.puted by 1·ctere11cc
             lo llw Gross Asset Vului:: of the properly disposed 01' (unreduced by iin)' liabi :i!ic~ Ult l'ib11t~1bic
             thc1\;tO), IJ<)lwithstunding 1h;1t tht: m.1.iu:-;tcd tu:-; bus is (1r si1ch propi.:1·1y di ll~rs 1'.·on~ hs Cross t\$sel
             Vftlue.

                    (\')     II' lieu or LIU.\ dcp1·~<;Ul1J<)n, a111c.11·tizmi()11, m1cl o!h~r t:oi;t recqwry deductions 1nlw11
            into t1ccount in computing such lmrnble iw,:ornc or los:3. there sJrnll be l(1ken into c.1ccmml
            Dcpl'Ct:iation compt1lcd in llCCN<lancc with the clcflnition             or  Dcp1·cciatio11 ill Rcctlon /\..2.

                      (,ii)    'f"o ihe ext~nt M Hdj11s1r: enl lo the hdju~ted tux lmsis of <tny Company i1SS(~I
                                                                     1


            pursw\nt to !.R.C. Section 734{b} is requiretl pursunnt La Trca:.ury RciJUlntion[I Section 1.704-
             l {b)(2)(iv)(m)(4) lO be taken illlo ~11.:count in cfo~tcrnii11ing Capital /\cc:ounts as a result ct: n
            chstrib11tion othc1· 1hnn in liguidnlion ol' a Member·,; lvlembersrip Jntcrnsl, th~~ im;mmt ot s~;ch
            adjustment shall be !rented llS tt.n ircm of' ~!till (jl'th!! ndjuSt!llenl incrt~USf:!:l thr.:: busis or lhl:.! !11'!1'<.'l)
            or lo~s (if the ndjusln~ent dec1·cases the bnsis of the asscl) from lhc dispo:;ition of' the nssct und
            sh<'ll! be tak<:n into l\CC.l>unl lbr pi:rposcs of compl1ling Net Profil er ".'Jct J.oss.

           ··Non1·ecnw·se Oedu~tions'' hns the meaning, !iel thrtb IH Trc•1sury Rcg11lati<lns Section I. /04-
 2(b)( I l ~in<l .shnll be detcf'mine<! n<:t'orC:ing 10th~ prnvisi0ns l>l .. 1 re<1s\1ry Rcgu lulions Scclio1t 1.704-2(1.:).

         "Nonre,comsc l,.1nhll.iJ.x'' hn:; 'the mcnning :;1~ L fortr in Tr~a:nll'y Rcgi.ilations Section : .704-·
2(b)(J ).

        ''.,&1rtncr 1'1011rccoqrs~••P.~" hm; the inern~ing ~t !Orth in Tre,1sury R1;!g~1lutions S;:ction I .704-
7.(b)(4}

            ''Part.ner Nonrecoui·sc Debt Minimum Gain'' hns the mco1i:11g set for!h 111Trcasll~·y Rcgult1lions
Sec1 :on L'704·2(i)(:!) n11d ~hnll he del'crrni;;cd in nccortluncc wilh Treasury Rcgul:ilinns "lcation I.'7CM-
2{i)l3 ).
          ·'f>artne~ Non1:gco11r;;;~ Deductions" hm; 1hc m1:aning set l.brth in frcr1Slll)' Rcguhttions &-c1io11
 J. 704-';:(i )( l) ~llld sl1t11l be det~rmine<I in accordtmc<: with Trt:usury Rc:'gulation:; Section l. 7iJ4·2(i J(2)

       "Pflr\ps;;l}hjp Min.imum Cli!i.D.'' !ms \he mctming sci forth in Trell!wry Regul;1tions Seclion I .704-
2(b)(2) arid slrnJJ be dctc1•111ined in accordance with Tr~t1su ry Regvlatio11s Scclioi1 I 704-2(d_).

          AJ        PlQitnl Accoums. The Company ::ilrn!I dctel'mim: und mnintain Cupitnl l\l~rnttnls.
'·Cap!:Hl Account" meuns lln 1:1ct;0t111l or e;1cl1 Mc111l>i.::r dcto.:1·n·.i11cd und 1nttint<1incd lh1'ol1ghnt11 th~ i'ull
lc:ln 1>1' the Conmiioy i11 ~iccordance wilh the C•'1pi l1.1l <1<.:cl11mling ru les 01· Tt·c~i:-;111 y Regulations Section
 I.'704-1 (b}(:?.)(iv) Withotl! limiting t he g~nernlity ol the lorcguing. 1l1c fbllowing mies apply:

                       <u)           The Capita1   /\<.:co~:nt
                                             nl' each Mcmhtr shull be: Lr~diled with (i) lll1 amount equi!l
to :-sud1     IYlcrnt:l~r'.)l Ct11~llr.I ContributiOl~l'l
                                            t111d the Fuit' Vnluc ~ir prnporty con1riln11c<.1 (if pcnnittcd
l1crc1.1ndcr) le the Compilny by :111ch Member, llii such Member's share n:· 1hc Gnmpuny·s Ne\ ProJil.

COMPANY AGR::EME;NT OF CC'\ffl•IUON Pr.co,-; Ttm1\lfl'W . l.l~C
G2·J '·45Y. l/$f'/~3U~U010110~1I1~                               .




                                                                                                                                           MR.121
                                                                                                                                       CALCE01469
  nnd (lii) IJw n111ot1nl (l['m1y Comp:in}i li<1oilitie!:\ nMuinccl by. <inch Mcmhct or thal :ll'c m::curcd by pwp(.)rly
  tlisll'ibutt:d lo ~Ll~h Mcn1~1er.

                {b)     The Cnpillll Ac<:oum ol' c~1ch Member ~hnlt be debited by (i) 1hc amount <>l C[lSh
 anti the Fnir Value of property distributed lu such tvkmb~I', (ii) su~h Mt'mrer·s shrm! of the Company's
 Net Loss, and (iii) the am(1t11it of iln)' lh.ibiltties (lf st;ch Member assum1ed by lh•~ Company O!' thut ure
 S'~cured by any property cont1·ibt11ed by sttch Member to the (\rnlpnny.

                  (c)     Upo11 the trm1slbr :Jy n tvicmber or nl I or pol'l of an in1eres1 in the Company tt 1\cr
 tht<Ef'fr:ctive Date, the Capital Ac<:ount trl the tum'.-!fcror thnt is ot1rlhutnblc to the trnn!-!·ICrred iih~r~~sl
 cnl'ric.~ over to the 11·~mstcrcc and thti Cnpirnl Account~ ol' 1hc 1Vli.:111bc1·s ::;hall be: 1\C(jus,cd 10 the extent
 pt·ovl<kd in Tn:u:mry R~gul<1t it)n$ Seel i'm J. 704-1 [b){2)(i v}(111).
                   ' (d')          In delern1ining th~ ~mo~mt er tiny 1i;1bi:iiy for PLll'POSCS l11' Se:.:tion~ A ..1(a) 1111d
 A.3(b), .1.R.C. S<:<.~lilm 752(<.!) ~ind m1y olh!.'!l' i1pplk:;1ble pwvb;iom; nr thc;: I.It('. nnd the Ti·cn!rnry
 Regulc11i0m.i 'ihnll be 1ak~n into oCC(>i.JIH.

                   ('.))    Except t1S ot!1erwisc rnquircd by Tn.1<1smy Regulntio11s Section l."/04·1tb")(2)(iv),.
 E1cl;lcstme111 to C;ipital Ac<::ounts in l'cspect ol' Comp;1ny income, gain, loss. dcdui::tion. nnd l.R.C. Sec lion
 705(n)(2){13) cxpcnditu1·es (or items thereoJ) shnll be: macle with rdc1·<:11cc w lhe fod<~rtd 'ux trcillnwnt of
 such ilems (nnd, in lhe tn!SC of book items. \Vilh rcforc1H:c: lo lht !eden.ii las 11·e.atn1co1 of the
 c:orrcspondit1g ll1:-. items) a: the Con:pa11y level, without rcgtml lo any :-:~nnd~tlliry or c:lective Ill:<
 trcr.1;;ie111 (lf ~uth ilem~ 111 rhe Member kvel.

                      (i)          "l'he prnvisi(.n:; C>l lhi!:i Appendix nnd or the   A~rt1(:1mi.:nt l't'iHLl!1g (()   lhc m;1imc.:nancc
 of Capital      Accounts arc i111.e11clcd to 1::omply with Treasury Regulmion:s Section l.704-1 (b)(2)(iv), ;,md
shall be interpreted mid applied il1 a manner consistf~nt with such TJ'cusury R~gL1ln!ions. 11' the Board of
tvhlnagci·.s detel'mincs thut it is prndent 10 modify the 111a1111e1· 111 which the Cupil<ll Accou,1ls, or <lny
dcbirs or c1·c..-dits thcrclo (lm;luc!ing ccbits or crcdjrn rclnlJng tti linbilitics rhat llrc .secured b)•
\;011tr1bulioar, Ul' lt1stributed propeny m lh<1t are Hl!!illln~l! ;:iy !he Company or rnty ivlcrnbcr), tin!
cornputc-d in orde1· to compiy with such l'rcHsury R.egulalio:1s, the 13omd or Mrnwgc;·s muy nrnkt..• sui.:h
111c1dificntion il'il is 1w1· lik~ly to huvc a mater1nl clfoct 011 the "rno~1111s di$tr1bu1cd nl' w he distrihutcd tn
(lny Mein be:- pursunnt ro the /\grc.::mcnL The 8ourd                  or Mnmi.gcrs ::ih<1ll n1ukc nny iidJustmcnts lhal are
·1cccs!inry or t1ppn1printi.: (i) t~)
                               rnrdnwin ~qunllty berwecn \he C11piWI /\ccouni~ of the Member!-1 und the
amount of Compmiy cnpital reflected on the C\)mpnny's bnhmct: sh1.:ct. ns computed for boo!~ pu:·pose~~
ir. uccordum:c with Trcusury R~gulutio11s Scdi011 l.704·1(h){2)(iv)(g). n;~d (ii) if' 11m1n1·cipatcd even !~·
(fo1 cxumplc, the ncqu:sition by fh4:: Cc1mp.111y o:' oil u1· gus properl ii.::1) might ,Hht:rwist.: (;uuse tbs
Agreement not ln i.:omply with Tl'cast11·y Rcgulati011~ Scctioli l. 704- i (b).

               (g)    The p1·cv1siuu:-; nl' the proposed Tl'Ci't!Hlr)' RQgul;1tk111s pub!i;:hed on Jc111ui1ry 22.,
2003 (68 l~ecl. Reg. 2930), as lhey nrny. subs~~qttcn!ly bl! muddied or adopted us temprnttry or t111ul
Trem;ury Regulutim1s, :ih~1ll uppl)' with rt!!:!pccl tunny ni.::ncumpi!n!\Hlory uplions is...;uetl by tile Co1r~pany.

           A.4       /\ llocarions of Net Profit a:~ll Ne\ L:-is~

          A.4.1      in Genernl
         After gfving effect tlJ the specinl t1l locations set fot•th i11 Sections J\.4.2 mtd 1\.4.3 hcrcot: Ner
Profi t ;md Net Los~ (mid to th\'! extent :iet:~:iliury, indi viduui it1::1~1s ul'im;ome. gain, loss, or dcdu1;1!011) fol'

CCMPANV AGREE;r/'ENT OF Cro:,'l'l't ·!{ION P!W{IS n:1~rn1'1Al. I.LC
e~11467, l/SP/:i30~~/0'01tl>911N




                                                                                                                                            MR.122
                                                                                                                                        CALCE01470
  any period ·shnll be illlocme<I lo lh~ Members in !:illch amou:~ts :is may he ne<.:c~:.ury lo ClillSt:' each
  Menibet'~ Otpitnl Account {ns adjustc:I tht'ough the 1;-11d or such period) lo ::.quul, :1s n~t1rl)' as po:::sibl1~.
  the sum (which m~~Y be either ~1 positive oi- negt·:ti ve amouni') Clf (I) tli(;! :1mou111 suc:h Mcmhe1• would
  receive i I° all Compm1y assets 011 h~md :11 lhe end o.f such period were sold for (;tt~h lit their Gross Asset
  Vulucs, 111! Company liabi\itil!JS were satisfied in i.;ash according to thdr K'rms (limited Jn the cuse ol'nny
  Nl~IH'CC()\ll'se Uablllty nncl PnrttWI' No:~1-ecou1·s~ Dc~I 10 the Gross Airnet v~1luc ur' thu propt~tty M!Curing
  such lial>llitic:s» till (lu l igntions (ifuny) of Members to comribu\e udditk1!·1\ll <.:;:ipitul to 1he Crnnp<1n)' were
  Sf.ttisticd, und uny rcm11ining- cush was clistributed to the Memncrs 11nd~l' Section 4.2 us of the li1s1 day r.!'
  sucl1 period, m11111$ (ii) the Member's share <ii'Par:·ne:ship Minirnw11 Guin nnd Purtnc1'Nlll1reemll'St' Dd11
  1\llini 11111111 Oi\in COlll))liled immcctiHtCIY pl"li)J" lO ::;ucn 'kerned :ml\: or m1~ct:>.
        A.4.2 IM.\llln.LQ.t.Y...611oct!lion:i. The !hllnwq~ sp~ciilt allocHt ions i;h.i:l lw flpplbl in lhc order in
 whith they nrc listed. Such tmle::l'f11g is Intended to c0111ply with the orderi11g rult:s in Tr<~~1sury
 Hcg11lmions Section ! . 704-2(j) ond sholl be uppH~d consist~mly thel'ewiih.

                     (n)       l'vri11i11mn\.,..Q~lmrg,:b~.                   E><cept as othc:rwis<~ prov!ckd i11 Trei1s~1ry
  Regulnl'ions Seclion 1.704-2(1), nnythit'g to lhe C(mt1·m·y in this Se<~llo11 A.4 no1wilhs1an<ling, if the1·e is a
 nd decrease in Partnership tvfirnmum Gain elm ing ony l<'lx•1ble year. cuch Mt!mber shall bl.! allocated
 it(;)ins of' incon11,: und gnin for llm1 tP:'\nbli;; )'~'.tif (1111d. i I' ncccs~mry. iiuhs,:4l1ent 1u~i1blc Y·~ar~) ~qrn1! 10 th,11
 Member1s slime              or
                            the ~lf;!~ dc::crease in PHrtnership Mininrnm (J<iin dc:1er:".1i11<:d in uccordancc \\'ilh
 Tr<:Of4u1y R~gulnrions Section I .704-2(g)(2). ThiR Section A.4.2(al is i1Hcnd~d to !.!omply with 1hc
 minimum g~iin chc:1·gebacl< 1·cquireme11t in Treasury Regulation~ Scctw11 1.704-2(!) ~rnd gh~1ll be
 ln:i::rprc:led 1,;(1rislstently 1hcn:wilh. including that !°l(l chnrgcb.:ck sfoill t")c required to '.he extent the
 1'equire01e11ts t'ot' ,·eq\1~slhg n wcliver descritiecl 111 ·frct1Nlll"Y Rt.:UL1:ations Sedfon I 704~2(1)(4) an: met or
 the requirement'!! ·!or nny other exception pre~cribcd by or pursunnt to Trcosury l~cgLdalions Scctilm
  l 704-2 (t) m·e inet.

                       (b)             .1?11.~oorc_coJ!l.~!?l ••TY.iJ.~~.imJ.1.m..9Jll!.J_f;h!lu;cbac~.   Except    Ll~   otherwise
  provldc~d in Tre~~ury Reg;1h11iom; Si:!ction i.704-2(i)(4), nnything lO ihc contrmt ::1 tlii~ .Sel.1ion
. nolwilhstiinding, Ir there is a nel dccrmls~ !11 Pnrt~er Nonrewur:-:e Oebt Minimum Gt1 in duri11g fl tuxu:-M
  >'~O:'. 1h0n1 iil Hcld :rion 10 the a1Mt\ttts, 1f'My, oll<)Catcd p~irsuivt 11; pnrugruph 4.2(n), m;y Me1nbcr wil'l u
  s!HU'e  or    lh:H P~ll'tne r NcmrecOUl'Se Dt:bt t-.-1iuilm11J) Onin (dcwm1inod in ;iccordoncc with Tt'Oll~ Ul'Y
  Regultnionr, S('Cli<\n 1.704-2(i)(5)) OS of the D~gi nnin~ or the 1nxub lc )'Cat' shell! be <1llocu1cd itc111s fll
  Com puny income ~ind g~1in for 1ha1 tnxabk: yenr (<incl, ii' nceessat'y, for subsc:quent tmwb!e yem!i) equal to
  thtll Member's sh<ire or the net dc1m~o~e ir1 the Pti1·1ncl' Nonrccoursc Debt Min1mllm G<1i1~. d1.:termincd in
  atcordance with Treasury Regulations Section I .704-2(i)(4) Tlii.:i S1::c1ion A.4.2(b) is lri1tmdtcl to
 cnmply with the clrnrgcback                      or
                                              1n1r111cr nonrccoursc d\!bl min imum gain rl:!qui ~·cd by. 'Tt·easw·y
  R.:igt1i~1tion.s S1;;~·titm i .704·2(i)(4j und i>huil be inl~rprctt:d conl'i:;ti;:n:!y therewith, ind•1d1ng lluit 110
 <.:lrnrgcbm.:k shull l>c rc:quir~d ro 1ho c~lcnt 1hc rcqufr~~mcnts lor 11ny ~,'\c.:i:: ptioni; prnvitkcJ in °1'('(:<1su1·y
  lh.:t+ulution St::ction I .704-2(i)(4) 1u·e 11wt.

                 (c)       Q<1flliJ:e<11ru:;mll£..Pfljg_L II uny Member wwxpcctediy rc<:civ..:s u;:y ndjusum;nt,
allot:alion, or distribt1tioi1 de~cribed in Treasu1-y R::g1tlalions Scut:0ns I,704· I(b)(2)(ii)(L'.)(4), (5). M (6),
it'~ms of Company income nnd guin slrnll be: sptdd!y allocated to sm:li Men1ber in rm nmoi111l ii11~!
mmmer !iUl'!i<:ient to ~jjminme, to the extent ruquil'cd by !he Treasur;1 Re~ulalions, th<: /\dj\lsted Cupitnl
Account D<~licit· of' sm:h Member !l:.i ttllicldy ns p(lssihle. An nlloc;1tion p•:r!i11ttn1 to the for1;1goi11;,:
sentence slmll be mt1de only ~o the extent thnt such Member wculcl hav~ :m Adjusted C:1pil<d Account
Oeficil alkr all olh~r altocntions provided fot in 8ection A.4 have: been ll'lllnt·ively 1m;dc as ii. lhi!!'
~cc1inn ;.\.4.2(c) \"'ere not in (;1i!-l A111X!ndi1'. This ullocmlon I~ inl<!ndf!d 111 1;011sti lu tu u "q unli!icd iri1:orn1;

COMPl\NY A<i~£EMcN1' OF Ct'.N'lT l<l<l:'I: l'l~t:os 'l'E l{1'\lli•,,\t, IA.C                                              1'.\t.~...t\-(J
6211457. l/llf'J~303~/010110311   I~




                                                                                                                                              MR.123
                                                                                                                                            CALCE01471
 offsi::l" wilhln the meaning o!' Tri.!a~mry Rcglllations Se,:lion 1.704-l (b)(2)(iii(d)(1) llncl shiill b~
 congtrucd in ncco.-do11cc- with 1hc. 1·cqt1irctnc11s thereof.

                       (d)                                               'i
                                    Q.i:tifil:Jucomu\Uuc>1tion. 1;· Member             hu~   un   r'\d,iu;-;t~xi C11pi~~1l Ac1;(lu1tl D<:li~! il
 nl lhe 1:.nd or tuty tnxuble yenr, each s11ch M~mbcr s11111l be spc<.:iully ;:illoc,1!..:d item~ of' C'rnnpu11y im:o1m:
 und gain in the.: mnoun~ of such Adjustt::d Capital Account Oclkit a~ qui<.:l<iy u~ possibk:; rm:v.idcd !IHI! :in
 allocation pu1·suiml'to this clm1se shalt be made only if rind lo lhc extent tlml the Member would how <11\
 Adj~1sted C'1pital Aei;(1uot Deficit nfter all othcl' alloc.:11tionl$ prmii<lt.'.d fol' Jn lltis 8oGtion /\.4 hava been
 niudc as it'rhis Section A.4.2(d) wc:re not in this /\ppcn{Jix.

                . (e)     I:.Ioor~.m11·se O~duclipflli· Nuurecourse Dedui.:11rn1s for nny lt\l\ablc yenr shull li1:
 allo<:atecl itmo11g the Membet·s in nr.cordnncc with tlwir Pen:cntugc lnlcl'ci.t~.

                '• (I)       £.grtner Nonrecoq1·~e Dedqctim~. P•1.rtner Nonrecours<:: o~:d11c\ions fo·· OJ!)'
 tH.X}'lble year shnll l::c specially i1llocntcd 10 the McmhcJ' whn hcors the e~::'li1l'.Jn'iic risk of lus~ with t'\!spci.::1
 to t!·c Pni'mcr Nonrccourse Debi to which such Partner Nonre..:ourn.: D>Jdurtfons ure t11tdbutahlc in
 nccorc.lnnr.:e wl;b Tre~1~ury Regulnli(Jns Sc(,;it<m I .704·2(i)( I),

                       un           Basis· l\qjus1mc13ts. To .he extent •In adj ~1st111c1H 1·n lhtl l1djwstccl 1nx br,sis lil' rmy
 C'on1iwr1y usset r:urs\1(mt ll) l.R.C. Scclion 734(b) or l.ltC. Si.:cti()H 743(hl is rcl1uircd under Trcnsury
 Regulations Section 1.704-1 (b)(2)(iv)(111)               10   be lak1.m intl1 ncctHit\! in cl<,:lt'1'111ining CnJ')itHI    A(:<~o1rnts,   '.he..•
,11nounl             acUusl111enl ,o 1be C<1pi1nl Accmmls ::; 1 ~:ill Gc l1'1:'11tcu tis rn1 i.1..111 of 1tt1i1t (if lhc ntijustmi;:nl
             ()j' such
111c1·c:1sc~ the basis o!' tl'tc eisscl) or loss (if the ;1djustmenl dccrc~1sc.~ s~i~ll b;.isis) und i;t;ch gain DI' k~ss
sh~t! I be sp<.:tinl ly ullocatcd 10 tht: Mcmbcr::i in a nrnnncr con~is!cnt wilh the 111m111~r in which their
Cnpltal f\cccunts nre reqL1i :·ed to he ~djHsted pmsuanl lo sucll Sc<:thm ()f lhe Treasury R(;g(1lat1c>r1s.

           A.4.3 Ci.1rnlive Allot:ntions. The allllc::nions ~ct Jbrth in Section A.4.2 hcrcol· (the "Rcg;1lntory
 Allocr.tiotis'!) .we lim~nded to comply with certnin 1-eqL1il'emems ot' the T1·~as1.11·y Rcgulmions. Tile
 Members inter1d that, lo tile extem possible, all Regul~1tory Allocalious slw.I be offset either with ntbe1·
 Regulatory Al!ccations or with special allocations or other items of Company incc.1mt , gain, loss, or
deduction pllrsuum te> this ~cction A.4.3. Tho:-efore, imy other prnvis ions ()f thli: SectiM AA (orhel' ~han
tl1~: .Re~tdulory Alloc~Hions) notwithsmnditig. !he Board (1f lVhrnagers ~h;1ll make :rnch offo~:llin!>, ~pcci~1I
allocnli(H!S' or Co1npnny incorne, gtiin, loss. or dcduclion in whatl'.:Vt:I' lllllllllCI' the Bn:ll'd o'f Mn1111gc1·s
detonninc:-; appropt•intc su thEJI. alhH' such olfse11ing t1llvt..'t'llio1is •m: made. e<1d1 Mcmb~r·s C:ipltl-11
/\cco1ml hul~mi.:e 1s, lei thl' cxicnl p1rnsihlc, cqrn1l t•1 tin.: Cupilctl Acl:ollnl b<lim11.:(; sut:h Mc:1r.bcr wo\ilu
have 1i~1d ii' 1hc Regulalory J\ll()Cl1li1m~· W:.!l\: lllll JK:l'l or the J\gree;mcnl un<l all Com;n111y item~ were
;lllo:.:alcd pu1w.ia11t t0 Scctiti:· A.ti. 1. Jr• t::\crc1sing its dlscrelio!'I undl.!r this Scc~ioi1 A.4.3 1 tilt: Buard ar·
Mun:.igi.::rs shu!I tnke into ~1l,.;<.:Ouni n.1l1.11'C Rcgulutory Alloi.:c11irn1s unckr S~:i:1;0n!i AA-.2(u) and A4.2(b)
1hm, al1hough 1HH ye~ nrnoc, nro hkdy \(1 of'f:il:'l oth~r Rcgul<itory Alloq1tkms pn:vim1sly m!:lck 1.111der
Scct;~ms      /\4.2{e) 1111d A.4.2('t).



                      {a)           Net Profll. Net Loss. nnd other itcrm; .shull he <:1!101.-illc.::d to the Members pL1r.sur1nl
to thi~~ 1\ppc1~d1x A ns of 1·he l<1st d::iy or each 1axabk ycai-. nnci al such tinws ns the Gross /\ssct V~du<;s
nf Cnmpuny !-'!11pcrlyi1re •1dj1.1s!ed pltri;w111l l<) sub1n1'11gn1ph (ii) nf the ~lt:C:1i1iu11 0f Gro:-i:; 1\s::;d \1;1h1c

                      (b)           11' duriug miy lnxubl\! ye.1r any /'vlembc1· I! Pcl'centngc lnkrcsl ..:hnngcs, .:ach
Membel'°~       shurc    or Ne1         Profit Ne1 1.u~lS, •Ind other ilenis (or S\t(;h Lnxnhlti y1~1tr shull be determined

COMPANY AGR~E\l/IENT OF C1:11n UIUON Pf~CO~ TEl~i'?IN.~I. t.LC
si114!l7.'J/SP/3~Q3~1010l1001·114




                                                                                                                                                        MR.124
                                                                                                                                                      CALCE01472
  HCC(>t'ding to their v11rying inicrcslS anti UtC.:. 8ection 706(ti>. using imy: ct111vcntion~ 1~ermlt1ed b>• inw
  ~ml s~lectcc.J       by lhc Board of Mu1rngcrs.

                      (1,;)   Fo1· pul'pO:!i\.'S of' dc(crmining <I Mc11~bcr':; .shc:1re or Company ''eXC(;SS. 11()111'1.'.:l.::)i.ll'S\.)
  l!11blli1k·.s .. within the menning of TrctisUt)' Rcguli\\ il)ll.S Sct.:j/tin I. 752-J(a)(J). lhc Members' shmcs or
  Cornpuny profits !>hni! bo deemed 10 cc in prnponiun lo their rc:o:pectivc l'ca;unlage Interests

                 '(d)    To the ex lent pcrmilled by Trcasur)' Hcgula!icins S~c1 ion I. 7(14 ..2(h)(J ), the l3rn1r<l
 of' Manageb;· muy · .i·cnt nny d1slt'rbution ol' the 1:ruc:c~ds 1.11' a :-.Jon r1.:~m1n;i;: L.rnbilily or u Partm;r
 Nor11'l!coursc Debt (thm would otlicrwisc be allm:ablc lo un increase in l'nr1ncrship .'v1 i11imum G~nn) ~1:s u
 di:itribU!Wn ;hnl is 1wt <11locablc lo on im.:r:!H~c in Partnership Mil'irnum Gnm lo the txtcnt lh~
 ~listrilmtion       docs not cnu~e 01· in<.:rer.se nn Adjusted Cnt:>ilal Accou:il D('ficit for a1\)· Me111bc1-.

              A.S · ' T_.Px Allocqtj.QM
                    (n) . 'In Geneh'tl. E:-wept ns othe:·wise prnvided in !his Section I'd, <:Heh item of
 i11c:orr1e, gttin, loss~ nnd ck(uction of the Compnriy !Or tederal income lnx purposes slmll be allocnted
 among the Members iu the san\e mnnner ns st.ch Items nrc :1l l0l:lltcd !or honk purpu;,e~ under lh~~
 Agreement and 1hi!1' Appendix.

                     (b)    · k~~n~·Tu!!~~.!;l.Qt.Ji~.'~W'id J.lrppc(lx. In «1<.:<.:cn.ltm(:;,: with J R.C. Scc!i,ln 704(c) a11d
 the rclmci:J Trcri.sw·y Rcguluuo11s, inccme, guin. IM::;. nml dcdllction w~th 1·cspcot t11 lHlY p1·or>1;:1'l,)'
 i;011tri!:iui1.xl to lhc c;:ipitnl ol' the C()rnpany shall, solely rui tax pllrf>O!'IC1;i, be ul!m:n:ed <IJl10llg the
 Membel's so as to Lake <1c1:01111 t or uny val'iation between the ildjustcd basis 01' such propet·ty fo lht:
 Compuny For fodt:rul ltt<.:~m1e ta'<. purpo3e~1 nnd ils Omss Asscl V11h.1c. II' lli:.: Omss ,t.\J:ss~; Vnluto: ol' 1lll)' ·
 Company- nsset is ocljust{:d plH'Stmnt to subpnrngrnph (ii) cil' d:c ckfln!iion ~,J' Gn.iss Asset Ynluc in
 Sect·ion A.2 hcreoi~ sL1bscqucnt <1llocutiom; of income. gnin, loss, mid dcth.:ction!:i with respect to such
 asset shal l take; nccounl of ~llly.. vmiation bctw~en lhe acljusti:d basis of such ns~et fi.11· l'cdel'al income lax
 purpm;cs and its Gross Asset Vrilue in the s41me mann~~· as 110cer l.ltC. Section 704(c) nnd lhc related
 Treasury Reguln1ions.                  Any elections 01· othc;- di;:eisions· relating lo olioctitions pt11~uant lo tliis
 Section /\.5 shnll "le made by the Roar<l of Mnnngcl'~i in irny manner that rcosow:ibly rc!let:t.s the 1:;urpm~~
 ~<rid intention or lhis Append:.'< nnd Lhe Agrei;·ment.

                  (c)    {;red its. Except as ~)lhcrwisc r~1.1 t1ired by Trea~ury Rcgul<Hfnns Scctio11 J. 704·
I (b)(4)(! i), Items           or
                         tnx cr1~~1it and (~x credit rccs:1plurc shal: be ~illl1cateci umong the Members in
accord1111cc wi'lh their Pctccntagc lntc1·cs1s.

                 (d)     Elfoct ,c f Ttix AllocatJQJ.lli. AlkH.:nlions pursumll lo this Section A 5 nre solely for
purposes of U.S. federal. str:11c, uncl local tHxcs trnd shHll mrt ut'fcct ~1ny Membcr~s Cnpitnl /\ccot11tl 01
sha1·~ vr Net Pro lit, N1!l l.o:;s, 01' (1thcr ll·~niS Of' distnbwion:-; purSU<tlll tn any Jll'<..>Vil'iOn or llii:-: Ap('l1:!11dix
nncl tho /\gn:cr;1~ml.




COMPANY AGREEMENT Of' CrXl'lllt!ON Pll.('(l.'> Tf:1n11~1\l LLC
\;211<16'i'.11SPll303li0101i\l0l t 14




                                                                                                                                             MR.125
                                                                                                                                        CALCE01473
     . In uccm dance with th1:. provision~ (Ir lilt dcllni1im t or ''Triggcri11g 6\1cnl Purdm~~ P1•i~i)" ol' l!w
  Comp<tny Ag1"Ccmc:nl ot'Cc11lu:-ion Peco~ Tcrminnl LLC (the.• ''.C..:mi@D:Y''). effective us oi'Scptcmbcr J2.
  2014, the liquidating value 1:ifthe Membership Interests is as follows:


         ·· :. l ·. · · Esti111~i:~l fair n'wrket '/aim~ of Cornµ<my tissets                  $
                                                                                            $-~-·--···
         ... 2. Less: es1i1't\n1ed selling expenses                                         ,,_$
              3     · Less: liabilities
              •I    Lc:i:;: reserves                                                          $
                                                                                            --~c----·---~
              5 · · Eqwds: total (tistribt.'11~\ble. ·proceeds (Su111 n!'lincs I -4}
              6 · Less : GAM Prel'crred Return Balance                                        $
              7 . · f .(~Ss: CAM Capital Cnntrib11rion HnhH'1.!C
                                                                                              $
              8      . f~q.w.1.fa: rcsidt.Ulf distTibution cmJOLl111 (Sum of lines 5 - 7)

             9 . Rc~ichinl disli:ibt1tion nnn)\.!tit
                  .. l,en.:en\uge        ln tcr~st   (line 8 + I 00)                         $
                                                                                                        ·~

          I0 J,.Aqtdl.lating Vuluc of CAM McmlH~rship Jntcrc~1
          l I ··CAM Prefori'cd Rctul'll Baluncc (iinc 6)                                     $
          12 C.Atvl Cupilul Contribution Bah111cc (line 7)
                                                                                             ---------
                                                                                             $
                                                                                                   ·-----~-
          J 3 CAM Perc1:ntage Interns! (!in~ 9 r. 60.00)                                     $
       .. 14 . TornJ (Sum of lines 11 - 13)                                                  $

            15       ' Liquid~tl n g. Vnluc of Ccrithadon J\.1cmhcn1hij) Jntcrc~t
            1G        Centurion Percentage Interest (line 9 x 40.00)




COMPANY J\GREl:MENT OF Cf.N'i't!IHON' PEC<l~ 'fV.l{~lli'lt\J. ·1~t ,C
E~1 '145:' .1/S!'t330S2il1'1\)1/0Si114




                                                                                                                   MR.126
                                                                                                               CALCE01474
              iN wrrNJ~~s WHERf..\CW. thtl Members htl.VO CXCCl!lcd lhis Cerlil'icnle ur 1:air M11rkc! Valt:e as
 of the date :irst written above.

  MU:MHERS:                                                      CF.N'Tl.IRION LOGISTfCS LLC


                                                                 Dy;_
                                                           ' '
                                                  ..   '




                                                                 Ti1lc;_____ ·--·-~- · - - - -

                                                                 CAM OIL ANJ) NATURAL GA8, LLC


                                                                 13y:



                                                                 Title:_---:----- - - -
                                        ...   '




                           ·   . .. .

       ,•   ...

                  '   '.




COMPANY.AMEE~feNT OF C!CN'l'(lfU()N' Pl•'.C0!-1 Tf,llAll~,\t LLC
Gi11457.1/SPl330J2/1110'/!J01114




                                                                                                                   MR.127
                                                                                                               CALCE01475
EXHIBIT C




            MR.128
                                       JflRST AMENDED AND RESTATED

                                          COMPANY AGREEMENT

                                                      OF

                                      CENTURION PECOS TERMINAL LLC

                                       n Texas Limited Linbility Company




THE MEMBERSHIP INTERESTS REPRESENTED BY THIS AGREEMENT IIA VE
NOT BEEN REGISTERED UNDER ANY SECURITIES LAWS, AND MAY NOT BE
SOLD, PLEDGED,   OR    OTHERWISE   TRANSFERRED    ABSENT SUCH
REGISTRATION OR AN EXEMPTION THEREFROM. THE TRANSFER OF
MEMBERSHIP INTERESTS IS FURTHER RESTRICTED BY Al{TICLE X OF THIS
AGREEMENT.




6ll l~S7 .tlSP/l3032/0ID110r.l I IS


                                                                           MR.129
                                                        TABLE OF CONTRNTS

                                                                                                                                                        Page

   ARTICLE I DEFINl'rlONS ············-····· ........................................................................................ 1
        J. I. Dcfi11ed Terms ......................................................................................................... J
        1.2.  Conslruclion ...................................................................................................       _.. 5      a • •• • •••••




  ARTfCLE JI ORGANIZATIONAL MAlTERS ...........................................................................6
       2.1. Fonnation ............................................... .................................................................. 6
            2.2.       Nanlc ......................................................................................................................... 6
            2.3.       Registered Office and Agent; Principal Office........................................................6
            2.4.      Tenn ..........................................................................................................................7
            2.5.      Pl.lr]>OSCS ... ......................................................... ......... .................... ............................. 7
            2.6.      11 owcrs ........................................................................................ ,................................ 7
            2. 7. Cornpnny Properly ................................................................................................... 7
            2.8.  Consent to Ad1nission of Members ......................................................................... 7
            2.9.  Status of Managers and Mcmbcrs ............................................................................7
            2.10. Cerlificates of Membership lntcrcsts ....................................................................... 7
            2.11. No State Law Partnership ........................................................................................ 8

 ARTICLE Ill CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS ...................................... 8
      3.1.   Initial Capital Conlributions .................................................................................... 8
      3.2.   Additional Capital Contributions .............................................................................8
      3.3. Capila) Accounts ................................................................................................... ,.....8
      3.4.   No Right to Return of or Interest on Capital Account .............................................8
      3. 5.  Member Loans ............................................................................................................ 8

 ARTICLE IV ALLOCATIONS AND DISTRIBUTIONS.............................................................8
      4.1.  Allocation of Profit or Loss ..................................................................................... 8
      4.2.  Distributions of Distributable Cash ......................................................................... 8
      4.3.  Withl1oldi11g ······················••t·•··················································································9
      4.4.  Limitnlion on Distributions......................................................................................9
      4.S. No rught to Partition or Distributions in Kind ...................................................... 10
      4.6. Recovery of Erroneous Distributions .................................................................... 10

ARTICLE V MANAGEMENT; ACTIVITIES OF MANAGERS AND MEMBERS ................ 10
     5.1. Management and Control of Company Business .................................................. 10
     5.2. Resignation, Removal, and Replacement of Managers ......................................... 1O
     5.3.  Actions of the Board of Managers ......................................................................... 12
     5.4. Limitations on Board ofMnnugers' Authority ...................................................... 12
     5.5.  Dclcgntion of Authority; Officers .......................................................................... 13
     5.6.  Reliance ................................................................................................................. 13
     S. 7. Compensation and .Expenses of Members and Managers ..................................... 1J
     5.8. Standards of Manager and Member Conduct ........................................................ 14

ARTICLE VJ LIABILITY AND 1NDEMJ\'JF1CATION ......................................... .................... 14


FIRST AJ\lf.Nl>lm AND RESTATEU COMP/\N\' AGnt;t:r.n:NT<W CE."ITUR10N PECOS TJ.:HMINAI. LLC                                                                         PAGE
6ll 14S7 41SMJOJ211>1Dli0721J5


                                                                                                                                                                 MR.130
                6.1 .        L..imitntion of Liability .... ,,., .................................................................................... 14
                6.2.         lnden1nificatio11 by Company ................................................................................ J 5
                6.3.         Conduct Not Protcctcd ..................................... ...................................................... 15
                6.4.         lnst1rance ................................................. ,.............................................................. l S
                6.5.        St1rvival ................................................................................................. ..................... 15

   ARTICLE vn BOOKS AND RECORDS; REPORTS ................................................................ 16
        7.1. Mni nlenance of cmd Access to Books and Records ............................................... t 6
        7.2.  Fiscal Year ............................................................................................................. 16
        7.3.  Financial and Operating Reports ............... ............................................................ 16
        7.4. 'fax Rcports ............................................................................................................ 16
        7.5. 'fransmission of Com1nunications ......................................................................... 16
   ARTICLE VIII TAX. MA·rrERS ................................................................................................. 17
        8.1.   'J·ax Classification ............................... ,.................................................................. I7
               8.2.         Company Returns ..................................................................................................... 17
               8.3.        Tax Elections .. ,. .......................................................................................................... 17
               8.4.        Consistent Reporting ......................................................................................... ...... .... 17
               8.5.        Tax Proceedings ........................................................................................................ 17
               8.6.        lnfonnation and Documents to Company .............................................................. I8
               8. 7.       Su.rvival .................................................................................................................. 18
  ARTICLE IX MEETINGS AND VOTING OF MEMBERS ...................................................... 18
       9. I. Mcetings ............................................................................................................ ,....... 18
              9.2.         Voting ......................................................................................................................... 19

  ARTICLE X              TRANSFER OF MEMBERSI UP INTERESTS ..................................................... 19
       10.1 .             Limitation on Transfers ......................................................................................... 19
       10.2.             Permitted Transfer of Membership Interest. .......................................................... 19
       10.3.             Right of First Refusal; Tag-Along Right.c1; Triggering Events ..............................20
       l 0.4.            Conditions lo Permitted Tnmsters of Membership lnterests .................................21
       10.5.             Eflective Date; Distributions ................................................................................. 21
       10.6.             Transferor's Obligntions ........................................................................................22
       10.7.             Assignee's Rights und Obligations ........................................................................22
       I 0.8.            Effect and Consequences of Prohibited Transfer ..................................................22

 ARTICLE XI              ADMISSION OF NEW MEMBERS ....................................................................23
      11. I.             Substituted Me1nbers ...................................... .......................................................23
      J1.2.              Additional Mc1nbers ..............................................................................................23
      11.3.              No Required Capital Contributions .......................................................................23

ARTICLE XJI WITHDRAWAL OR REMOVAL OF MEMBERS ............................................23
     12.J. Wit11draWc1I of"Mcml1era ...............................................................................,, .... ,....23
     12.2. Rc1novnl ofMembers........ ............................................................................              24             4 •••••• • • •



     12.3. St.illus of Fonner Membei· ........................................................................................24

ARTICLE XJJI WfNDING UP AND TERMINATION ................... ........................................... 24


FIRST AAr£NDF.D AND RESTATED Cmll'AN\' AGREEMENT OF CENTURION PECOS 'l'ERMJ:'JAL LLC                                                                                  PAGE
62l l457.<l/SP/3llll210101/U121 IS


                                                                                                                                                                   MR.131
              13. J.    Events Requiring Winding Up ............................................................................... 24
             13.2.      Winding Up Procedurcs .......................................................................................... 25
             13.3.      Continuation Without Winding Up ........................................................................ 25
             13.4.      Liquidation of Assets and Application nnd Distribution of'Procccds.................... 26
             JJ.5.      Certificate of1'enninution ..................................................................................... 26
             13.6.      Reinstutemcnt. ........................................................................................................ 26

   ARTICLE XIV VALUATION ..................................................................................................... 26
        14.1. Fair Value of Con1pany Property ........................................................................... 26
        14.2. Purchase Price of Membership Interest ................................................................. 27
        14.3. Valuation of Membership lnteresls ........................................................................ 27

  ARl'ICLE XV GENERAL PROVISIONS ...................................................................................27
         I 5.1. Amend1nents ...........................................................................................................27
         I5.2. Notice ......................................................................................................................27
        15.3. Governing Law; Consent to Jurisdiction ...............................................................28
        15.4. Waivcr .................................................................................................................... 28
        15.5. Entire Agreement ...................................................................................................28
        15.6. Successors and Assigns .........................................................................................28
        I 5.7. Third·Parties ..........................................................................................................28
        15.8. Severability ............................................................................................................28
        15.9. Construction .............................................................................                                   28
                                                                                                                 i • • • • • • • • • • •• • • • • • • • • • • • • • • • • •



        15.10. Execution of Agreemcnl ........................................................................................28
        15. I I. Further Assurances ................................................................................................ 29




Futs·r A!\IF.NDt:o AND RF-~TA'f't:D COl\11',\N\' AGREE.\tEl'ff or- CENTt.'RlO~              PECOS Tl-:HMINAI . LLC                                                              PAGE
6211457...ISl'i.3303214101107211.5


                                                                                                                                                                              MR.132
                                  FIRST AMENDED AND RESTATED
                                      COMPANY AGREEMENT
                                              OF
                                 CENTURION PECOS TERMINAL LLC

           This First Amended and Restated Company Agreement of Centurion Pecos Terminal LLC (this
   '•Agreement") is made and entered into effective as of November _ , 2014 (the "Effective Date''), by
   the persons identified on the signnturc pagc(s} hereof:

                                                    RECITALS

          WHEREAS, l.he Company was fonned pursuant to a Certificate of Formution filed with the
  Secretary of State of the State of Texas (the "Certificate of Formation") effective on September 12, 2014
  (the "Fom1ation Date"); nnd

        WHEREAS, the members of the Company as of the Formation Dntc entered into the Company
  Agreement (as herein defined}; and

        WHEREAS, in each case on nnd as of the Effective Date, in accordance with the Company
  Agreement and prior to the execution of this Agreement, sequentially,

               (a)     contemporaneously (i) CAM Oil and Natural Gns, LLC, a Louisiana limited
  HubHity company, without any reservation of any right, title, or interest therein, assigned all of its
  Membership Interest to Stampede (as herein defined) (the uMembership Interest Assignment"), (ii) in
 connection with the Membership Interest Asi;ignment, Centurion (os herein defined), acting in its
 capacity us u Member, ( 1) pursuunl to Section 10.2{n)(i) of the Company Agreement approved such
 transfer, and (2) waived all of its rights set forth in Section 10.3 of the Company Agreement in
 connection with such transferred Membershjp Interests, (iii) the Manager (as herein defined) so named
 in the Certificate of Formation dctennined that the Membership Interest Assignment satisfied the
 conditions set forth in Section 10.4 of the Company Agreement, nnd (iv) such Mnnugcr. pursuant to and
 in accordance with Section 11 .1 of the Company Agreement, approved the admission of~ and admitted.
 Stampede as a Substituted Member (as herein defined);

                (b)    The Manager so named in the Certificnte of Fonnalion resigned ns Mnnager
 pursuant to and in accordance with Section 5.2(a) of the Company Agreement; and

              (c)    the Majority-in-Interest (as herein defined) elected Centurion and Stampede as
 replacement Manngers pursuant to nnd in accordance with Section 5.3 oflhc Compnny Agreement; nnd

        WHEREAS, the parties hereto desire to hereby (i) amend and restate the Company Agreement
with this Agreement, and (ii) provide for the regulation und management of the affairs of the Company
according to this Agreement Wld the Code (as herein defined).

          NOW, TIJEREFORF., the parties agree ns follows :

                                             ARTICLE I
                                            DEf1"'1NITIONS

        J. l. Defined Terms. The following definitions, und the definitions set forth in Appendix A to
this Agreement, apply lo the tenns used in this Agreement for ull purposes.

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CENTURIOri PEC'OSTERMl:"il.r\I. LLC               PAGE1
G211457.4/SPl330321D101/D72115


                                                                                                        MR.133
           •'Additional Capitul Contribution" means the swn of cnsh and the fair Vnlue of nny property
   contributed hi Lhe Company with respect to a Membership Lntcrcst ns pcnnittcd under this Agreement,
   but docs not include an Initial Cnpital Contribution.

            "Additional Member.. meuns u person who acquires a Membership Interest from the Company in
   exchange for a Capital Contribution and is admitted lo the Company ns a Member pursuant to Section
   I 1.2 after the Effective Date.

        "Affiliate" mcnns a person who directly or indirectly Controls, is Controlled by. or is under
   common ControJ wilh 1he person in question.

        "Agreement., means this First Amended aml Restated Company Agreement, as it mny be
  amended. supplemented, or restated from time to time.

         "Assignee" means (a) n person to whom a Membership Interest hns been transferred by a
  Member or Assignee in a Pcnnittcd Transfer, or in n Prohibited Transfer that the Company is required
  by law to recognize, but who has not become n Member, and (b) a former Member as described in
  Section 12.3.

          "Board of Man:.igersn means nJI of the Mnnagers acting together. The Boord of Mnnngers ns        or
  the Effective Date is comprised of Centurion and Stampede.

         "Capital Contribution" means the sum of the Jnilinl Capital Contribution nnd Additional Capital
  Contributions, ir any, with respect ton Membership Interest

         "Centurion" means Centurion Logistics LLC, n Texas limited liability company, and u Member
 of the Company us of the Effective Date.

       "Certificate of Fonnotion" means the Certificate of Fonnation identified in the recitoJs to this
 Agreement, as such certificate may be corrected, amended, or restated.

         °Cerlilicate of Membership Lntercst•• means a certificate representing o Member's Membership
 Interest in o fonn npprovcd by the Board of Managers.

           ucode" means the Texas Business Organizations Code.

           ucomoony" means the limited liability company fonned pursunnt to the Certificate of Formation.

        "Company Agu;ement'' means that certain written agreement, dated as of the Formation Dute by
and between the members of the Com puny as of such date, providing for the regulation and management
of the affairs ofthe Company.

        "Change of Control" means with respect to a Member, that the owners of such Member (as
existing as of the date hereoO sh'111 (i) cease to own, directly or indirectly, 5 I .Oo/o of the outstanding
ownership interests of such Member, or {ii) cense to own or exercise voting control over 5 t .0% of the
outstanding voting interests of such Member.

          "Control" means the possession. directly or indirectly, of the power to direct or cause the
direction of the management and policies of a person, whether through ownership of voting securities,
by contracl, or otherwise.

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                                                                                                          MR.134
         "Dnmogcs•• meuns any expense or loss (including uny court costs, judgment or selllemcnt
  payment, penally, tine, tux, and reasonable attorney's fees or other dispute resolution costs) 1>aid or
  incurred in connccliun with or us a consequence of any Proceeding, net of any in.surunce or other
  recoveries received by the Indemnified Person with respect to the foregoing.

         "Distributable Cash" means the cash and cash equivalents held by the Company from operations
  rcasonnbly detcm1incd by the Board of Managers to be available for distribution to the Members after
  payment of the Company's debts, expenses, und other obligations, und aficr establishment and
  maintenance of such cash reserves ns the Board of Managers dctennines should be rctnined for the
  reusonablc current und future needs of the Company's business.

          ..E1foclivc Dute'' is defined in the introduction to this Agreement.

           "Entjty" mcnns any gcncrnJ partnership, limited partnership, limited liability partnership, limited
  liability company, corporation, joint venture, trust, business trus~ cooperative, association, foreign trust.
  foreign business organization, or other business entity.

          "Fair Value'' means, wirh respect to an !:ll)Set, its Fair Value delem1ined according to Section


          "Fiscal Year" is defined in Section 7.2.

         "Fonnntion Date" is defined in the recitals to this Agreement.

        ..Indemnified Person" means (a) a Member or Assignee; {b) n Mnnnger, (c) a Liquidator (if any};
 (d) nny Affiliate of the Company. u Member or Assignee, a Manager, or a Liquidator; and (c) any
 governing person, ollicer, employee, ugent, or owner of the Company, u Member or Assignee, u
 Manager, u Liquidator, or any Affiliate of any of the foregoing. A person is an Indemnified Person
 whether or not such person has the status required to be an Indemnified Person at the time ony
 Proceeding is made or maintained as described in Article VI or al the time any amendment to this
 Agreement is proposer.J under Sectfon 15. l. provided such person had the status required to be an
 [ndemnified Person at the time of the relevant actions referenced in the Proceeding.

         "Index Rate" means the rate specified in Section 302.002 oflhc Texas Finance Code.

        "Initial Cupjtul Con1ribution'' means the sum of any cash and the Fnir Value of any pmperty
contributed to the Company by a Member with respect to a Membership Interest in connection with the
original issuance of the Membership lntercst by the Company as set forth on Exhibit A.

        "J.R.C." means the lnternaJ Revenue Code of J986.

        "Liquidator" is defined in Section 1J.2(b).

       "'Majority-in-Interest" means one or more Members owning collectively more than 50% of the
Percentage Intere~1S owned by all Members entitled to vote 011 the pnrticuJnr issue.

       "Manager'' means the person or persons designated ns manager of the Company in the Certificate
of Formation and any person or persons who become a rcpJoccmenl Manager pursuant tu Section 5.3.



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                                                                                                            MR.135
         "Mandatory Distribution'' means nny distribution tlmt a Member is entitled to receive und as to
  which the Member has attained the slnttlS of n creditor under Section l 01.207 of the Code.

        ·~Member" meuns any person identified as n member on Exhibit A, and any other person who
  becomes a mcmher of the Company pursuant to this Agreement, who has not ceased tu be u Member.
  "Members" mcnns nil pt!rsons that arc Members, collectively.

          "Membership Jntercst0 means n Member's or Assignee's economic inlc1·cst in the Company. The
  tcnn includes the Member's or Assignee•s right to receive allocations of profits and losses and
  distributions as described in Article IV, and other rights and obligations under this Agreement or the
  Code of an Assignee who has not been admitted as a Member, but docs not include any right to
  participate in management or any other right reserved under this Agrcemenl or lhe Code exclusively to a
  Member.

         ·•otrcnng Member" is defined in Section 1O.J(cl(i).
        ••Percentage Interest" means, os to nny Member or Assignee, the percentage interest set fm1h on
 Exhibit A.

         "Pcm1ined TranslCr'' means any transfor of a Membership Interest that is described in Section


         "Person" or "person" means any individual or Entity, and the heirs, executors, administrnlors,
 legal representntives, successors, nnd assigns of such "Person," as and where the context so pcm1its or
 requires.

        ''Proceeding" means (o) any threatened, pending, or completed action or other proceeding,
 whether civil, criminnl, administrative, arbitrcitive, or investigative; (b) an nppcaJ of any such
 proceeding; and (c) an inquiry or investigation that could lend to any such proceeding.

        ''Prohibited Transfer"   me~ms   any transfer of n Membership Interest that is not a Pcnnined
 Transfer.

        ''Redemption Notice" is defined in Section I 0.3(c){i}.

        "Redemption Option·• is defined in Section 10.3(c)(i).

        "Stampede" means Stampede Energy, LLC, a Louisiana limited liability company.

        "Stampede Capital Conlribulion Balunce" means, with respect to Stampede, the total Cnpitul
Contribution of Stampede less the cumulative distributions of cash by the Company to Stampede in
return of Stampede's Cupital Contribution pursuant to Section 4.2Cu)(ii). For purposes of calculating the
Stampede Capital Contribution Balance, no deduction shall be made for any tax distributions made to
Stnmpede, whether pursuant to Section 4.2(bl of this Agreement or otherwise.

        "Stampede Preferred Return" means, with respect Lo Stampede an nmount equal to nn 8%
cumulative compounded annual relum on the amount of Stampede's unreturned tolol Capital
Contribulion accrued as of any date of determination. The Stampede Preferred Return will be calculuted
by treating all distributions of the Stampede Preferred Return pursunnt to Section 4.2(a) as first being a


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                                                                                                         MR.136
   payment of any undistributed nccumulntcd aruuml 1'Cturn as of the distribution date and then being a
   repayment of any and nil of Stampede's Capital Contributions as of the distribution dnte.

         "Stampede Preferrcd Return Bnlnnce" ml!uns. wilh respect lo Stampede, the cumulative nccrued
   Stampede Preferred Return less the cumulative distributions of cash by the Company to Stampede in
   payment of the Stampede Preferred Return pursuant to Section 4.2CnlCi). For purposes of calculating the
   Stampede Prcforred Return Balance, no deduction shall be made lbr any tux disuibutions mndc to
   Stampede, whether pursuant lo Section 4.2Cb) of this A!:,rreement or olherwise.

           "Substituted Member" means a person who is ndmittcd as a Member puJ·suant to Section 11.1
   with respect to the transfer of nn existing Membership Interest.
             0
                 Trcasury Regulations" means the Treasury regulations promulgated undcl' the l.R.C.

             "'Triggering Event" means the first to occur of (a) the date of a Prohibited Trnnsfer, incluc.Jing
  nny transfer to (i) a Member's trustee in bankruptcy, (ii) a purchaser at nny creditor's or court sale, {iii) a
  Member's spouse pursuant to a decree of u divorce court, or (iv) the guardian of an incompetent
  Member, (b) the date of denth of an individual Member, (c) the dale of' a Change or Control or
  tenninution of a Member that is no1 an individual; (d) the removal of u Member pursuant to Section
  12.2; or (c) the voluntary election of a Member that is not an individual to liquidate oil or substantially
  all of its assets and/or dissolve.

            "Triggering Event Closing•· is defined in Section 1O.J(c)(ii}.

         "Triggering Event Purchase Price" means, in the case of a Membership Interest to be purchused
 pursuant to Section 10.3(c), the urair market value" (as defined in this paragraph) of the Membership
 Interest as of the date of the Tdggcring Event, dctennincd assuming an onns length snle of nil of the
 Company's assets ton third party (ns n going concern und not as a Hquidation) for fair murket value and
 the application of the proceeds of the sale according to Section 13.4. The Triggering Event Purchase
 Price will be detennined (a) if there is in effect as of the date of the Triggering Event a valid Certi licate
 of Fair Market Value in substantially the form attached as Schedule A executed by all Members, by
 relerencc to the fair market valuc for such Membership Interest as set forth in such Certificate of Fair
 Markel VuJue, and (b) if there is no such Certificate of Pair Market Value effective with respect to the
Triggering EventJ (i) by agreement of the Company and U1c Offering Member or the Offering Member's
successor in interest, as applicable, or (ii) if no such agrccmeat is reached within 30 days aOcr the
issuance of the Redemption Notice, by ru1 Independent appraiser chosen mutually by the Company and
the Offering Member or the Offering Member's successor in interest, as applicable; provided. however,
thul in detennining the fair market vulue of a Member's Membership Inlerest, such appraiser shall take
into account the Stampcde~s Capital Contribution Balance nnd the Stampede Preferred Return Balance
and shall increase or decrease Triggering Event Purchase Price of each Member's Membership Interest
occordingly. Any foir market value agreed by the Members in a Certificate of Fair Murkel Vulue shall be
elTcctive until the earlier of (A) 90 days from the date set forth in any such Certificate of Fnir Market
Vnlu~, or (A) the date that a new Certificate of fair Market Value hns been executed by all of the
Members.

           1.2.      Construction. In this Agreement, unless n clear contrary intention appears:

                     (a)           the singular number includes the plural number and vice versa;


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                                                                                                              MR.137
                  (b)       reference   to   any per!'nn includes such person's successors nm! ussigns but, if
  tipplicuble, only if such successors and nssigns arc not prohibited by this Agreement, and reference to a
   person in o particular capacity excludes such person in any other capacity or individually;

                 (c)        reference to any gender includes the other gender and the neuter;

                 (d)   reference to any agreement or other document mcnns such agreement or other
  document as nmcnclcd or modified and in effect from time to time;

                 (e)     reference to any statute, rcgulotion, or other legal requirement means such legal
   requirement as amended, mm.lilied, codified, replaced, or reenacted. in whole or in pnrt, und in effect
  from time to time, including rules and regulations promulgated thereunder, and reference to any section
  or other provision of any legal requirement menns that provision of such legal requirement from time to
  time in cITccl and constituting the substantive amendment, modification, codiliculion, replacement, or
  reenactment of such section or other provision;

                 (r)  '"hereunder," "hereof:•· ~'hereto~·' and words of similur import refer tu this
  Agreement us u whole nnd not to any particulur Article. Section, or other provision hereof;

                 (g)     "including" (and with its correlotive meaning "include'') means including without
 limiting the genernlily of any description preceding such tcm1;

                 (h)    0
                            or" is used in the inclusive sense of''and/or'';

                (i)    with respect lo the determinution of aoy period of time, "from" means ''from and
 including" nnd "to" mcnns "to but excluding"; und

                (j)  references to ngreemenl.s or other documents re for us well to all addenda, e;'l(hibits,
 schedules, or amendments thereto.

                                               ARTICLE II
                                        ORGANIZATIONAL MATTERS

         2.1.   f'ormation. The Company was formed pursuant to the Certificate of formation effective
 us of the Fonnation Date.

        2.2.    Name. The Company's name is as set forth in the Ce11ificatc of Fonnation. The Donrcl or
 Managers may change the Company name at any time without the approval of any Member by filing a
certificate of amendment to the Certificate of Formation. The Board of Managers shall provide notice of
nny such change lo alJ Members. The Company's business may be conducted under its name and/or nny
other nume or names deemed advisable by lhe Board of Managers. The Board of Managers shall cause
ro be executed and fiJcd of record all assumed or .fictitious name certificates for the Company as are
required by law.

       2.3.    Registered Office nnd Agent; Principal OJTice.

              (n)      The street address of the initial registered office of the Company in Texas and the
name of lhe initial registered agent of the Company are as set forth in t11e Certificate of Formation. The
Board of Managers may change the Company's registered office or registered agenL ut uny time by filing


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                                                                                                           MR.138
    a Chunge of Registered Agent and/or Registered Office os provided in the Code. The Board of Managers
    shull provide notice of the chunge to nil Members.

                   (b)    ·n1c address of the principal office of the Company in the United States where
   records arc to be kcpl or made available under Section 101.501 of Lhe Code shall be as dctcnnined by
   the Board of Managers. The Board of Managers may change the Compnny's principal ollice in the
   United Stntcs at any time upon notice to the Members. ·n1c Company shall keep at its registered office
   and make available ton Memher on reasonable request the street address of the Company's principal
   office in U1c United Slates.

              2.4.       Tenn. The Company wiJl continue until terminated in accordance with Article XIIT.

          2.5.    Pumoses. The purpose for which the Company is organized is for the development aml
   opcrntion of the Projecl and the transaction of any and nil lawful business for which limited liability
   companies may be organized under the Code.

         2.6. Powers. Subject to nny limitations in lhis Agreement, the Company may exercise the
  power to do any and nil acts reasonnbly related to its purposes.

             2.7.       Company Property.

                 (a)  AJI Company property shall be 0V\11ed in the name or the Company and not in the
  name of any Member. No Member or Assignee wH1 have any interest in such Company property solely
  by reason of the Member's stalUN as a Member.

                (b)    The Board of Managers shnJJ cause all funds of the Company to be deposited or
 invested in an account or uccounts in the nwne or the Company. No funds other than the funds of the
 Company may be deposited therein. TI1e funds in such accounts shall be used exclusively for the
 business of the Company (including distributions to the Members) and muy he \vithdrawn only by
 persons approv~d by the Board of Managers.

        2.8.    Consent to Admission of Members. Each person executing this Agreement consents to
 the admission as members in the Company all of the other persons who are Members as of the date such
 person executes this AgreemenL

        2.9.    Status of Managers and Members. Except as otherwise provided by this Agreement, each
 Manager has the status, rights. and obligations of n monuger in a limited liability company us set forth in
 the Codt:, and each Member has the s1atus, rights, and obligations of u member in a limited liability
 company as set forth in the Code.

         2. I 0. Certificates of Membership Jntercsts. If provided by the Board of Managers, ench
Member's Membership Interest may be represented by n Certificate of Membership Interest. Each such
Certificate of Membership Interest, if any, shall be numbered and registered in the records of the
Company as lhcy are issued, nnd shall be signed by two oOicers of the Company. The holder of any
Certificate of Membership Interest shall promptly notify the Company of any loss or destruction of the
certificale, and the Company shall cause a replacement certificate to be issued to the holder upon receipt
of satisfactory evidence of the loss, destruction, or mutilation or the ccrtificmc and snlisfoction of other
reasonable conditions esUiblished by tht! Bourd of Mnnogers.



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                                                                                                             MR.139
          2.11. No Slate Lnw Pa11ncrship. The Members intend that the Company is not a partnership or
  joint venture, and thnt no Manager or Member is a pnrtncr or a joint venturer of any other Manuger or
  Member. for any purposes other than income tax purposes. No provision of this Agreement may be
  construed Lo suggest otherwise.

                                        ARTICLE Ill
                         CAPlTAL CONTIUllUTIONS; CAPlTAL ACCOUNTS

         3.1.     Initial Capital Contributions. Euch Member's Initial Cupit.al Contribution is set forth on
  Exhibit A.

         3.2. Additional Capital Contributions. No Member shull be required to muke Additional
 Capital Contributions. No Member has t.he right or is permitted to make any other Additional Cnpitul
 Contributions unless (a) the Board of Munugers approves such AdditionuJ Capital Contribution after
 notice to all Members of (i) the amount of the Additional Capital Contribution to be made, (ii) the effect
 of the Additional Capital Contribution on each Member's Percentage Interest, and (iii) other material
 information relevant to the proposed Additional Capital ConlribuLion, and (b) nil Members are afforded
 an opportunity to participate in the Additional Capital Contribution according lo their relative
 Percentage Interests.

       3.3. Capital Accounts. The Company shall establish a sepurule Cupitnl Account for each
 Member and Assignee. The Cnpitnl Accounts shall be maintained according to the provisions of
 Appendix A.

         3.4.    No Right to Return of or Interest on Capital Account No Member may demand or
 receive the retum orits Capital Contribution or any portion of its Capital Account, except as provided in
 this Agreement imd the Code. Neither any Manager nor any Member has any personal liability for the
 repayment of any CnpitaJ Contributions of any Member. No interest will accrue or be puid with respect
 to the Capital Contributions or Capitol Account of any Member.

        3.5.   Member Loans. The Company may borrow money from one or more Members ro the
extent the Board of Mnnagers deems appropriate to the conduct of the Company business on tcnns thnt
comply with the requir~ments of Section 5.8(b)(iii) (relating to related pnrty transactions). The amount
of any loun made to the Company by a Member will not constitute a Capital Contribution or otherwise
affect such Member's Capital Account or Membership Interest.

                                               ARTICLE JV
                               ALLOCATIONS AND DISTRIBUTIONS

        4.1.  AIJocntion of Profit or Loss. Cumpuny profits and losses shnB be allocnted among the
Members nnd Assignees in accordance with the provisions of Appendix A. The Members are awnre of
the income tax consequences of the allocations made by Appendix A and agree to be bound by the
provisions of Appendix A in reporting their shares of Company income and loss for income tax
purposes.

       4 .2.    Distributions of Distributable Cash.

                (a)     Except os otherwise provided in Section 4.2(b) (relat.ing to distributions lo pay
truces), Section 4.3 (relating to withholding), Section 4.4 (relating to limitations on distributions), or

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                                                                                                         MR.140
  Section 13.4 (relating to liquidnling distributions), Distributable Cash shall be distributed to ll1c
  Members as follows:

                         (i)  first, lo Slumpede in payment of the Stampede Preforrcd Return until the
         Stampede Prefcn·ed Return Baluncc has been reduced to zero;

                      (ii)   next, to Stampede in payment of Stampede's Capitnl Contribution until the
         Stumpcde Capital Contribution Balance has been reduced to zero; and

                        (iii)   finally, to the Members according to their Percentage Interests.

  The Board ofMonngers may provide for a record date with respect to distributions.

                   (b)    To the extent Lhe Board of Managers determines that any Member or Assignee
  has an unfunded tax liability as a result of allocations of Company lax items for any tax year. then, to the
 extent the Compnny has fonds JcgaUy available for the payment of distributions to Members, the Bourd
 of Managers .shall make a special tax distribution to all such Members and Assignees pro rntn accnrding
 lo their relative unfunded tax liabilities in the minimum amount necessary lo pay any .such unfonded tax
 liabilities. For this purpose, a Member or Assignee is deemed lo have an unfunded tax liabilily for a tax
 year to the extent (i) the cumulative umount distributed lo the Member or Assignee under Section 4.2{a)
 nnd advanced to the Member or Assignee under this Section 4.2(b} (nnd not previously recovered) rrom
 the inception of the Company thJ'ough the end of the such tax yeur exceeds (ii) the Member's or
 Assignee's tax liability with respect to such Member's or Assit,rnee's cumulative aJlocablc share of
 Company tax items for ull periods from the inception of the Company through the end of such tax year.
 Unless the Board of Managers dctcnnines otherwise, the taxes due for each Member and Assignee shall
 be calculated by assuming that the Member or Assignee is an individuaJ taxed nt the highest tux rate
applicable to tJ1c type of income involved. A.ny such tax distribution shall, to the extent it exceeds the
amount tlte Member or Assignee would otherwise be entitled to receive under Section 4.2(ll), be Lrentcd
as an n<lvnncc uguinst, un<l shall be recovered from, amounts subsequently distributable under Section
4.2(n). No interest shull be charged on nny such tax <li:nributions, and no Member or Assignee shall be
personaJly liable for the repayment to the Company or !he Members of uny such tax distribution. The
Board of Managers may make special lax distributions during the tax ycur in accordance with the
principles of this Section 4.2(b) to the extent necessary to fund payments by Members and A~-signccs of
estimated tax payments.

        4.3.     Withholding. The Company shall withhold from distributions, or pay on behalf of a
Member or Assignee, aJI amounts that the Board of Munugers detem1incs the Company is required lo
withhold or pay on behalf of such person (including federal and state income ta.'< withholding). All
amounts so withheld from distributions are deemed to hnve been distributed to the person otherwise
entitled lo receive the amount so withheld. To the extent an amount is paid by the Company on behalf of
a Member or Assignee but not withheld from a dislriburion, the amount paid constitutes a loan to such
Member or Assignee. Such loan bears interest at the Index Rate und is rcpoyable on demand or. at the
election of tJ1e Board of Managers, is repayable out of distributions to which such Member or Assignee
would otherwise be entitled.

       4.4.   Limitution on Distributions.

              (n)     ·rne Company may not make a distribution to a Member or Assignee if it would
render the Company insolvent, detennined in accordance with Section 101.206 of the Code. A Member

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                                                                                                             MR.141
   or Assignee who receives a distribution in violation or Section IO 1.206     or the Code is not required to
   return the distribution except as r~quired in Section 101.206 of the Code.

                  (b)    The Members shall look solely to the nssets of the Company for any distributions,
  including liquidating distributions. If the n.c;sets of tl1c Company remaining after the paym~nt or
  discharge, or the provision for payment or discharge, of the Company liabilities arc insufficient to make
  any distributions, no Member has any recourse against the separate assets of any other Member.

          4.5. No Right to Partition or Distributions in Kind. No Mcmbc1· hns any right, and waives any
  right that it might otherwise hnvc, to cause any Company property to be partitioned and/or distributed in
  kind. Except ns provided in Section I 3.4(d) (relating to liquidating distributions), the Company may not
  make any distributions in kind.

          4.6. Recovery of Erroneous Distributions. If tl1e C-Ompany has, pursuant to any clear nnd
  manifest accounting or similar error, disl.rihuled to any Member an amount in excess of the amount to
  which the Member is entitled pursuant to this Agreement, the Member shall reimburse the Company lo
  the extent of such excess, without interest, within 30 dnys after demand by the Company.

                                                ARTICLEV
                 MANAGEMENT; ACTIVITIES OF MANAGERS AND MEMDEH,S

         5.1.    Management and Control of Company Business.

                 (a)     Subject to the limitations set forth in this Agreement, the Board of Managers hus
  exclusive authority to manage and conduct the Company's business. The Board of Managers shall do all
  things appropriate to carry out the Company's purpose and the transactions contemplated by this
 Agreement. Except ns otherwise provided in lhis Agreement, ull actions that the Board of Munagcrs may
 take and all determinations that the Board or Managers mny make pursuant to this Agreement may be
 taken ood made in the absolute discretion of the Board of Managers. In the event the Board of Managers
 cannot reach unanimous agreement on any proposed action before them, the disposition of such
 proposed action shall be detennincd by a vote of the Members made in accordance with Section 9.1, and
 the vote of a Majority-in-Jntercst in connection with such proposed action shall be dcterminntivc as to
 the Company and binding on the Board of Managers.

                (b)     Except as provided in Sections 8.S(u) (relating lo lnx matters), the Members may
not take part in the management or control of the Company business or bind the Company in their
capacity as Members. The Members shnll not have the right to vote or otherwise consent or withhold
consent to any actions taken by the Board of Managers except with respect to such matters as arc
expressly stated in this Agreement.

        5.2.    Resignation, Removal, ruld Replacement of Manugers.

              (n)   Resignation. Any Manngc:r may resign as n manager of the Company upon notice
to afl Members, which resignation shall be effective immediately upon delivery of such notice. A
Mnnngcr is deemed to have resigned as a manager of the Company effectively immediately upon 1he
following events:




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                                                                                                           MR.142
                          (i)   any event specified in Section l 53.155(a)(4) or Section l 5J. J 55(a)(5) of
          the Code (relating to bankruptcy or insolvency proceedings with respect to a general partner).
          applied as if the Mnnngcr were u general partner;

                        (ii)    if the Mannger is an individual, the Manager's death, the appointment nf u
          guardian or general conservator for the Mnnuger, or u judicinl detcm1ination that the Manager is
          incapable ofperfonning the Mnnager·s duties under lhe Agreement; or

                         (iii) ii' the Manuger is nn entity, the tem1inution of the Mnnnger's existence or
          suspension of the Munager 1s right to <lo business.

  A resignation pursuant to purugrnph (ii) is not a violation of this Section 5.2(a}. provided the estate or
  personal represcntutive or other authorized person provides notice of the deemed resignation within 90
  days after the event giving rise to the deemed resignulion.

                 Cb)     Removal.

                       (i)     Removal for CatLC\C, Any Manager may be removed as manager of the
         Company upon the amrmutive vute or one or more Members owning colJectiveJy at lcnst 75% of
         the Percentage Interests if there is cause for removal as !lpecilied in Section 5.2(b)(ii) and the
         Company has received a written opinion of counsel that:

                                (A)     cause for removal as specified in Section 5.2(b)(ii) exists; und

                               (B)     the removul of the Manager is not prohibited under any loan
                 agreements, contracts, or other applicable legal requirements.

                        {ii)   Definition of Cause. Couse for removal exists only if one or more of the
         foJlowing conditions has occurred:

                                (A)     there has been a change in Control of the Manager;

                                (Il)   the Mannger has engaged in wrongful conduct described in Section
                6.J(n) tlmt adversely anrl mnteriaJly affected the Company business or the Members;

                                (C)    except as penniltcd by this Agreement, the Manager hus engngcd
                in conduct relating to the Company business that has made it not reasonably practicable
                to carry on the Company business wiU1 the Manager;

                                (D)     the Manager or an Afliliate of the Manager has been convicted of a
                felony; or

                              (E)     a final judgment of a court of competent jurisdiction has been
               entered that the Manager's removal is necessary lo comply with any requirements,
               conditions, or guidelines contained in any opinion. directive, order, ruling, or regulation
               of any federal or state agency or judicial authority or contained in any federal or state
               statute; or

                            (F)    the Manager commits a material breach of any provision of this
               Agreement. which breach is not cured within 30 days of notice d1ercof.

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                                                                                                              MR.143
           5.3. Election of Replacement Manager. If lht! Manager resigns or is removed us the manager
   or the Company. within 90 days following such resignation or removul a Mnjority-in-fnlcrest mny elect
   u replucemcnt Mnuagcr of the Company cfTectivc as of the date of the former Manager's resignation or
   removal. The replacement Manugcr shall flJe any required amendments lo this Agreement to rcJ1ect the
   resignation or removal of the fonner Manager and the election of the replacement Manager. Ir the
   Members fail to clecl a replacement Manager within 90 days following the resignation or removal of the
   former Manager, the Company shafl be wound-up according to Article Xlll.

             5.4.      Actions of the Board of Managers.

                   (a)    Except as set forth herein, meetings of' Lhe Board of Munngers shall be held in any
   manner allowed by the Act. including by merms of conference telephone or similar communication
   equipment if each Manager participating in the meeting can hear nnd be heard by all other Mnnngers
   participating in the meeting.

                  (b)     For purposes of establishing a quorum at any such meeting of the Bonrd of
   Managers. it is necessary that all Managers appointed by the Members be present.

                (c)     Approval by the unanimous vote or written consenl of the Managers shull be
  required to approve any action by the Bourd of Mnnngers. Jn the event an action is approved by the
  Board of Managers, the Managers, individually or collectively, shall be authorized to carry tllll such
  action on behnJf ofthe Company.

                 (d)    Any action of the Board of Managers to be taken by written consent must be
  signed by all of the Managers to be effective.

          5.5. Limitations on Board of Managers' Authority. The Bourd of Managers may not do uny
  of the following acts without the approval of all Members:

                 (a)    knowingly do any act in contravention or this Agreement or. when acting on
 behal r of the Company, engage in, or cause or permit the Company to engage in, any activity that is not
 consistent with the purposes of the Company;

               (b)     except as otherwise provided in tJ1is Agreement, knowingJy do any act thut would
 make it impossible to curry on the Company business: or

                 (c)     cause the Company to (i) not be taxable as a partnership for federal income tax
 purposes, or (ii) Lake n position inconsistent with such treatment.

                  (d)    cause the Company to (i) make n general assignment for tl1e benefit of creditors,
 (ii) file n voluntary bankruptcy petition, or (iii) seek an order for relief or dcclurntion of insolvency in a
 federal or stale bankruptcy or insolvency prncee<ling;

               (c)     file a plcnding seeking for the Company, or admilling or failing to contest the
material allegations of a petition liled by any other person seeking for the Company. a proceeding of the
type described by subparagraph (d) immedintcly above;

             (t)     except as provided in Article XIH, seek, consent to, or acquiesce in the
appointment of a trustee. receiver, or liquidator of the Company or of all or u subslanliul purt of the
Company's properties;

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                                                                                                              MR.144
                      (g)       cause the Compuny lo issue nny MembershiJ> Interest or admit nny Member other
   lhnn pursuant to Section 2.8 or Article XI;

                   (h)   cause the Compm1y Lo ~tcquire uny equity or debt securities uf nny Member or any
   Affiliate of a Member, or otherwise make loans to uny Member or any Alliliute of a Member;

                (i)    cause the Company to acquire from any person nny equity or debt s~curities or
  assets of any corporation, limited liability company, partnership, associolion, business. or business
  division, whether by stock purchase. asset purchase. contribution, or other business combinntion
  (excluding invcsuncnts and asset ncquisitions in the ordimtry cour.sc of the Company's business and
  lrummclions contemplated by this Agreement)~

                 (j)    cause the Company to participate in any merger, consolidution, transfer,
  continuance, or conversion of the Company with or into uny other person;

                  (k)   cnuse the Company to participate in nny reorganization in which Membership
  Interests are exchanged for or converted into cash, securities of uny other person, or other property; or

                (I)     sell or otherwise dispose or all or subs1anLially all of the Company property,
  except in connection with winding up the Compnny as pennitted in this Agreement.

           5.6.      Delegation of Authority; Officers.

                (a)    The Board of Mnnngcrs mny cause the Company 10 hire such employees and
 agents us the Board of Managers deems appropriute for the cone.fuel of the Company's business.

                 (b)     The Board of Managers may establish offices nnd uppoint officers of the
 Company, and may delegate to such uflicers any of its nuthority hereunder, us the Board of Managers
 deems appropriate. The oflicers muy be appointed for such terms and may exercise such powers and
 nuthority and perfonn such duties as detennined by the Board of Manager. An officer need not be a
 Member of the Company. Any two or more offices may be held by the same person. An officer may be
 removed, with or without cause, at any time by chc Bourd of Managers. Each officer will hold office
 until his successor is chosen and is qualified in his stead, or until his deuth, resignationt or rcmovul from
 office. Any vacwicy in an oflice because of death, resignation, removal, or otherwise may be filled by a
 person appointed by the Board of Managers. An officer is subject to the snme standards of conduct as
 apply lo a Munnger as described in Section 5.9.

         5.1.   Reliance. Persons dealing with the Company may rely conclusively on lhe authority of
lhe Board of Managers as set forth in tflis Agreement. Every document executed by uny Manager with
respect to nny business or properly of Lhe Company is conclusive evidence in favor of any person
relying on the document that (a) at the time of the execution nnd delivery of the document this
Agreement wmi effective, (b) the document was executed in accordance with this Agreement and is
binding on the Company, and (c) the Manager was nuthori7..ed lo execute and deliver the document on
behnl f of the Company.

        5.8. Compensation and Expenses of Members and Managers. Members and Munngcrs are not
entitled to any salary. fee, or other remuneration (other than distributions with respect to the Member's
Membership Interest) for providing property or services or other consideration to or for the bcnent of the
Company in their capacity us a Member or Manager, except that each Manager is enlittcd lo

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                                                                                                            MR.145
   reimbursement from the Company for rcLLc;onablc out-of-pocket expenses paid or incurred on behalf of
   the Company, including rcusonahle charges for services pl'Ovided by employees of the Manuger nnd
   overhead expenses. The Company shall pay ull oul-ot:.pockct costs incurred in orgnnizing the Company.
   This Section 5.8 docs not limit or enlarge a Mw1ager's or a Member's rights lo liability protection or
   indemnification under Article Vl, and docs not limit the Company's ability to ~nler into transactions
   with Members in their capacities other than os Members in accordance with Seel ion 5.9(iiil.

             5.9.     Standards of Manager and Member Conduct.

                  (a)     In General. 1l1e Board of Managers shall manuge und conduct the Company~s
   business in good faith and in n manner the Managers reasonably believe to be in the Company's best
   interest. A Manager does not violate this Section 5.8(a) unJess the Manager engages in conduct
   described in Section 6.3{o) (relating to improper conduct).

                      (b)         Oucside Activities of Mnnagcr and Members: Noncompetilion Covenants.

                                Each Manager shall devote to the Company's affairs only such time nnd
                                  (i)
            resources as the Manager dcoms necessary for the conduct and winding up of the Company
            business.

                           (ii)    Except as provided herein, the Managers and Members or their Assignees
           may engage in or have an interest in other business ventures of every nature und description,
           independently or with others, including the ownership and operation of businesses similar to or
           in compeCition with, directly or indirectly, the Company, and neither the Company nor any
           Member or Assignee has, solely as n result of such penmn's interest in the Company, any right to
           acquire any rights in or to nny such other business venture or to the income or profits derived
           from any such other business venture. A Manager or Member or Assignee has no duty to
           disclose any such similar or competing business venture to the Company or any Member or
           Assignee, or to offer to the Company or any Member or Assignee any prior opportunity to
           acquire an interest in such other business venture.

                                  Related Pnrtv Transactions. Except us otherwise provided in this
                                 (iii)
          Agreement, the Board of Managers, when accing on behalf of the Company, may purchase
          property from, sell property to, or otherwise deal with any Manager, Member, or Assignee,
          acting on its own behalf. or any Affiliate of uny Munuger, Member, or Assignee, but nny such
          transaction shall be on tcnns that are no Jess favorable to the Company chan if the transaction had
          been entered into with nn independent third party. No provision of this Agreement requires
          disclosure of any lrnnsaction to, and approval of the transaction by, uny disinterested governing
          pt!rsons oflhe Company or the Members as provided in Section 101.255 of the Code.

                                                   ARTICLE VI
                                         LIABILITY AND INDEMNlFlCATION
         6.1. Limitation of Liability. No Member or Manager is liable for any debts, obligations, or
liabilities of the Company. Subject to Section 6.3, an Indemnified Person is oot liable lo the Company or
any other Indemnified Person for any Damages arising from any Proceeding relating to the conduct of
the Company's business or relating to any act or omission by the Indemnified Person, including any act
or omission constituting negligence, within the scopt! of the Jndcmrufied Person's authority in the course


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                                                                                                           MR.146
   of the Company's business, or for uny miscom.Jucl or negligence on the parl of any other person who is
   an employee or agenl of the Company.

           6.2.    lndernnillcalion by Compuny. To l11e f'ullcst extcm permitted by applicable law and
   subject to Seclion 6.3, the Company indemnifies and holds hannless ench Jndemnified Person from and
   against uny Dumnges arising from any Proceeding reluting to the conduct of the Company's business or
   lo any uct or omission by such Indemnified Person, including uny uct or omission constituting
  negligence, within the scope of the lndemnificd Person's nuthority in the course of the Company's
  business or for nny misconduct or negligence on the part of any other person that is an employee or
  agent of the Company. An Indemnified Person's expenses paid or incurred in defending itself against
  any Proceeding shoU be reimbursed as pnid or incurred. The right to indemnification conferred in this
  Article VI is not exclusive of any other right that nny person may have or hercufier acquire under any
  statute, agreement, vote of Members, or otherwi~e.

            6.3.      Conduct Not Protected.

                 (n)     This Article VJ docs not operate to limil liability or lo indenmify n person to the
  extent the person is found liable pursuant to a final judgment of a court of competent jurisdiction for:

                          (i)     an act or omission tlmt involves gros:-; negligence, intcotionnl misconduct,
            or a knowing violation of law;

                                 a transfer or attempted transfer of all or u porlion or a Membership Jntercst
                                (ii)
           in a Prohibited Transfer, a Manager's resignation in violation of Section 5.2(u), or a \1cmber
           ceasing to be a Member in violation of Section 12.1 (n);

                         (iii) u willful or reckless mntcriol brcnch of this Agreement or nny other
           ugreement relating to the Company's business; or

                                (iv)   an act or omission for which indemnification is prohibited by law.

               (b)     No provision of this Agreement requires the Company to pay or incur any amount
 for which indemnificulion is not penniuec.l under this Article VI.

                 (c)   Any payments mHde lo or on bchulf ofa person who is Inter determined not to be
 entitled to such payments shall be repaid by the person to tbe Company. The Company may require, ns n
condition to the payment of any amounts pursuant to Section 6.2, that the Indemnified Person provide to
the Compnny (i) a written affinnntion by the Indemnified Person of the person's good faith belief thnl
the person ha.~ met the standard of conduct necessary for indemnification under this Section; and (ii) a
written undertaking by or on behalf of the fndemnified Person to repay the amount paid or reimbursed if
the person has not met that standard or if indemnification is otherwise prohibited by Jaw.

        6.4.    Insurance. The Company may maintain insurance lo prolt!Ct any person uguinst nny
expense, liability, or loss, whether or not the Company would have the power lo indemnify such person
against such expense, liability, or loss under t.hc Code.

        6.5.    Survival. The indemnities provided for in this Agreement survive the transfer of an
Indemnified Person's Membership Interest, the tcm1ination of the person's status as u Member or other
status giving rise to classitication n.~ an Indemnified Person, and the termination of this Agreement and
the Company.

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CENTURION PECOS TER.\llNAL LLC                              PAGE 15
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                                                                                                                  MR.147
                                               ARTJCLE VU
                                       BOOKS AND RECORDS; REPORTS

            7.1.    Maintenance of and Access tn Books and Records. 111e Compnny shall maintain such
    books and records regurding the Company's business and properties as is rensonablc, including all books
    nnd records required under the Code. Each Member shall have access thereto during ordinary business
    hours to the extenl und under the conditions provided in the Code.

           7.2. Fiscal Year. The Compuny shall adopt the calendar yearns its fiscal year for financial
   and tax accounting purposes (such liscaJ year of the Company being referred to as the uFiscnl Yenr").

           7.3. Financial and Operating Reports. As soon as practicable atler the end of each Fiscal
   YcRr, but in any event not later than 90 days after the end of the Fiscru Year, the Board of Managers
   shall deliver to each Member an annual report containing the following:

                  (a)     o. Company balance sheet ns of the end of such Fiscal Year, and Company
   statements of income, cash flows, uncl changes in Memhcrs• equily for such Fiscal Year, euch in
   reasonable detail und prepared according to United States generally uccepted accounting principles;

                   (b)    u general description of the Company's activities during such Fiscnl Year.
  including a description of the amount and circumstances of nny indemnification paymcnL'i paid or
  requested pursuant to Section 6.2. a description of any material insurance claims or recoveries during the
  fiscal quarter. nnd a description of nny Proceedings involving the Company; nnd

                (c)      a statement of changes in the Member's Capital Account (showing the balance in
  the Member's Capital Account os of the beghming of the Fiscal Year, contributions or distributions
  during the year. allocations of profits and losses during the year, any other adjustments to the Cupital
  Account balances during the year, and the balance in lhe Capital Account ns of the end of the year).

             7.4.       Tax Reports.

                (a)    Not later than the date (including exten.c;ions) for filing the Company's tax return
 with the Internal Revenue Service (Form I065), the Board of Managers shall deliver to each person who
 was n Member or Assignee at any time during the period covered by the return nil infonnation nt!ccssary
 for the preparation of such person's United States federal income lax returns, including n Fonn 1065
 Schedule K-1 (if npplicahle).

                 (b)     Upon the written request of any Member or Assignee, the Board of Managers
 shall deliver lo such person infonnalion necessury for lhe preparation of any tax returns that must be
 lilecl by such person, including information necessary for estimating unc.l paying estimated taxes.

        7.5. Transmission of Communicalions. Each person who holds u Membership Interest on
behalf of, or for the benefit of, anoU1cr person or persons shall be responsible for conveying any report,
notice, or other communication received concerning the Compwiy's affairs to such other person or
persons.




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                                              ARTICLE Vlll
                                             TAX MA·f,'ERS

          8.1. Tux Clussiticalion. The Members intend that the Company be classified as n partnership
  for federal income tnx purposes. The Board of Mnnagcrs shall take nil actions rensonubfy necessary or
  appropriate lo ensure the Company is so cfussiflcd (including the filing of elections or tax rt!lurns). No
  Manager, oflicer, or Member shnll tuke uny action incom.;slent with the clnssificntion of the Company as
  a parUtership for fedl!ral income tax purposes.

          8.2.   Company Returns. The Board of Managers shall cause the Compnny to file such tax
  returns as may be required by law.

         8.3.    Tax Elections.

                 (a)    General. Except as otherwise provided in this Agreement, the Board ol' Managers
 shall cause the Company to timely make or revoke nil elections, and tnke all tux reporting positions,
 necessary or desirable for the Compuny as determined by the Board of Mnnugers. Nu election shnll be
 made lo have the Company exclude<l from the application of any provision of Subchapter K of lhc l.R.C.
 or any equivalent tax provision in nny other tax jurisdiction. 111c Company shnll make the election
 referred to in T.R.C. Section 754 upon the request of any Member in connection with n trnnsfor of the
 Member's Membership Interest in accordance with this Agreement.

                 (b)       Safe Harbor Election for Compensatory Membership fntcrcsts. If Proposed
  Treasury Regulation l.83~3(1) is adopted as a temporary or final regulution, the Company shnll make the
  safe harbor election described in such rcgulationsJ and the Company und each Member (including any
 person to whom an interest in ll1e Company is lransfcrrcd in connection with the performnncc of
 services) shall comply with all requirements of the snfe harbor with respect to all Membership Interests
 transferred in connection with the performance of services while lht election remains effective. TI1c
 Board of Managers shelf prepare, execute, and file any required documentation to cause lht! election to
 be effective. The Board of Managers may tcnninnte the safe harbor election at w1y lime if it detcnnines
 in good faith that it is in the bes( interests of the Company and the Members to do so.

          8.4.  Consistent Reporting. Each Member shall, on the Member's tax returns, trcnt each
 partnership item (as defined in l.R.C. Section 6231 (a)(3)) in a manner consistent with the treatment of
 the item on the Company's return in all respects, including the amount, timing, and charucter of the
 item. No Member shn.11 file a request for an administrative adjustment of partnership items under l.JtC.
 Section 6227(a) if such rcque.st would cause the Member's trcutmcnl of the item to be inconsistent with
 the treatment of the item on Lhe Company's return.

        8.5.    Tux Proceedings.

                (a.)   The Manager shall be the Company's tax matters partner as defined in J.R.C.
Section 623 I, and shall luke such actions us are required to be designated the tnx matters partner under
applic-Jble Treasury Regulations. The tax matters partner shall represent lhe Company in connection
with all proceedings with any tax authority relnted to the Company's tux returns und taxes payable,
including administrative examinations and appeals and judicial proceedings. Subject to Section 8,5{c),
the tax matters partner has the exclusive right to conduct such proceedings and to dctenninc whether the
Company (either on its own behalf or on behalf of the Members) will contest or continue to contest
adjustments proposed or imposed by any tnx authority. The tax matters partner shall keep the Members

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                                                                                                         MR.149
   infonned on n timely basis of nil material developments with respect to any such Proceeding. Each
   Member shall cooperale with the tax molters partner and do or refmin from doing all tirings reasonably
   requesled by lhe lnx matters partner with respect to the conduct of any Company tax Proceeding.

                  (b)    The tax mutters partn~r muy not hind nny other Member to a settlement agreement
  relating to taxes without obtaining the written concurrence of such Member.

                   (c}   Any deficiency for taxes imposed on a Member (including penalties, additions to
  tax or interest imposed with respect to such taxes) shaJI be paid by such Member and, if paid or required
  to be paid by the Company. is rccovcrnblc from such Member pursuant lo Section 4.3 or by other lt:gul
  means.

         8.6. Infonnntion and Documents lo Company, Each Member shall timely provide to the
  Company all information and documents that such Member is required to provide by applicable tax
  requirements, and shall also provide to the Company upon request such nddirional infonm1tion and
  documents as the Board of Managers muy reasonably request in connection with the Company's
  compliance with applicuble tax requirements or filing of any pennilted lax elections.

        8.7. SuryivaJ. This Article VIIT shull survive the tennination of the Company und the
 renninalion of uny Member's interest in the Company and remain binding for such period of time as is
 necessary to reso)ve all tax matters with applicable taxing authorities.

                                        ARTICLE IX
                              MEETINGS AND VOTING OF MEMBERS

         9.1.   Meetings.

                 (a)    Meetings of the Members may be coiled at any time by the Board of Mum1gcrs. or
 by one or more Members holding at least 25% of the Percentage Interest held by the Members. Meetings
 shall be held at the Company's principaJ pince of business or at such other reasonable place set fonh in
           or
 the notice the meeting.

                 (b)     Any action that may be taken at a Members• meeting mny be taken without
 holding a meeting if Members having ut least the minimum Percentage Interest that would be necessary
 to take the action at a meeting, in which each Member entitled to vote on the action is present and votes,
 sign a written consent or consents staling the action taken.

                (c)     Except as otherwise provided in this Agreement, meeting nolices and procedures,
 including procedures for obtaining wrillcn consents in lieu of a meeting. shall be in conformity with
Chapters 6 and 10 I (H) of the Coch!. Sections I0 I .353 through 101.356 of the Code (relating to quorum
nnd minimum voting requirements) shall not apply lo the extent such provisions arc inconsistent with
this Agreement. The Board of Manogcrs is solely responsible for convening nnd conducting meetings of
the Members. conducting the solicitation of consents, detennining the validity and effect of responses Lo
any solicitation of consents, and determining other matters regarding meetings, voting. and consents.

                {d)    Notice or the results of any vote tuken at a meeting, or the results of uny
solicitation of consents in lieu or a meeting, shall be given to the Members not later than with the
delivery of the next following report of financinl infonnation given pursuant to Section 7.3.



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                                                                                                          MR.150
          9.2.   Voting. A Member mny vote at a meeting in person, or by a proxy execuLed in writing by
  the Member and received by the Donrd of Managers prior lo the time when the votes of Members are to
  be counted. The provisions of the Code pertaining lo the validity and use of proxies by shareholders of a
  corporation govern the validity and use of proxies given by Members. Only Members of record on the
  date of the meeting (or if the vote is conducted without a meeting then on the dote of the notice soliciting
  the Member consents) may vote.

                                          ARTICLEX
                              TRANSFER OF MEMBERSHIP INTERESTS

         I0. J• Li mi lulion on Transfers.
               (a)     The tenn "transfer," when used in this Agreement in reforencc to a transfer of a
 Membership fnleresl, means on assignment (whether voluntarily, involuntarily, or hy operation of law
 and whether or not effective under this Agreement) of nil or any portion of a Member's or Assignee's
 Membership Interest, or any interest therein, to unother person, and includes a sale, assignment,
 conveynnce, gifi, exchange, abandonment, or other disposition, a lransfor by merger or other business
 combination, u transfer pursuant to bankruptcy, insolvency~ incapucity, divorce, or death, and uny
 pledge, hypothccation, or other encumbrance.

                 (b)     No Member may transfer all or any portion of its Membership Interest unless the
 transfer is a Pennitted Transfer. A transfor of a Membership interest thnt is not a Pcnnittcd Trunsfer is a
 Prohibited Trnnsfer.

         I0.2.   Pem1illed Transfer of Membership Interest.

                (a)     A transfer of a Membership Interest is a Pcnnittcd Traru;for only if the transfer
 satisfies the conditions set forth in Section 10.4 and is described in one of more of the following
 paragraphs of this Section:

                       (i)     the transfer is approved by the other Members;

                       (ii)    lhe transfer occurs in accordance with the procedures sel forth in Section


                      (iii)   if the Member is a corporation, the transfer        1s lo   a member of the
        Member's affiliated group (as defined in l.R.C. Section I 504(u));

                        (iv)    if the Member is a trustee of one or more employee benefit plans, the
       transfer is to n co-trustee or a successor trustee to such plans; or

                       (v)    if the Member is an individual, the transfer is of n community property or
       other inlerest from the Member• s spouse or former spouse to the Member pursuant to the death
       of the Member's spouse or tenninalion of the marital relationship of the Member and the spouse.

            (b)     Upon a Pennittcd Transfer by a Member of all of its Membership Interest, the
Member ceases to be u Member as of the etlectivc date of the transfer determined according lo Section
jfil.



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                                                                                                           MR.151
          10.3. Righi of First Rcfi.i:ml; Tag-Along Rights: Triggering Events.

                   (a)    Jn the event a Member desires to sell ull or any portion or its Membership lntcresl
   to another Person, the selling Member shall first offer to sell such interest to the other Members nn the
   terms on which it is prepared to sell such interest to such Person by sending written notice lo each other
   Member describing the ofler and its tcnns. AdditionnUy, upon receipt of un offer from u Lhird purty to
   purchase all or any portion of n Member's interest in the Company, which such Member desires to
  accept, such Member shall promptly deliver a copy of the third party offer to each other Member. Ench
  other Member will have 15 business days from the date of receipt of notice of the proposed sale of u
  Member's Membership Interest or the third party offer, as the case may be, to notify the selling Member
  in writing thnt such other Member elects to (i) purcha.~c the selling Member•s Membership Interest upon
  the tenns nnd conditions of the proposed sale or third party offer, or (ii) sell in the contemplated transfer,
  nt the same price in the same form of consideration and on the same terms (including ff the transfer is
  made to nnother Member making an election under clause (i), Membership rnterests representing a
 Percentage Interest in the Company equal to the product of (A) the quotient determined by dividing the
 Percentage Interest owned by such party by the aggregate Percentage Interests owned by all parties
 participating in such transfer. and (B) the aggregate Percentage Interests to be sold in the contemplated
 transfer, as the case may be. ff the other Members fail to give notification within 15 business dnys of an
 election to purchase the scJling Member's Membership Interest or participute in the contemplated
 transfer, then the selling Member shall be permitted, for a period of 90 days. to sell u)) of its
 Membership Interest to the third pru1y upon the terms and conditions of the proposed sale or third party
 ofTert as the case mny be.

                (b)    If more than one Member mukes un election lo purchase the selling Mcmber·s
 Membership Interest under Section I0.3(a)(i), each of the purchasing Members shall purchase a portion
 of the selling Member's Membership Interest that is proportional to thut Member's Percentage Interest.

                 (c)     (i) Upon the occurrence of n Triggering Event with respect to any Member (the
"Offering Member"), Company shall have the right but not the obligation to purchase all of the Ofiering
Member's Membership Interest in the Company at Lhe time of the Triggering Event (Lhe "Redemption
Option..). Within 60 days after the Company receives written notice of the occurrence of (and date oJ)
the Triggering Eventt the Company shull provide written notice of its election of the Redemption Op lion
to the Offering Member or· the Offering Member's successor in interest, as applicable (the "Redemption
Notice"). In the event the Company elects tu exercise lhe Redemption Option, the Company shall
purchase, nnd the OfTering Member or the Offering Member's successnr interest, as applicable, shall
sell1 all of lhe Membership Interest owned by the Offering Member ut the time of the Triggering Event
at a price equal to the Triggering Event Purchase Price.

                       (ii)    A closing (a "Triggering Event Closing") shall be held 60 days af\er the
       later of the date of the Redemption Notice or the date that the Triggering Event Purchase Price
       has been established.

                           At the Triggering Event Closing, the Offering Member or Offering
                       (iii)
       Member·s successor in interest, as applicable, shall deliver lo the Company an assignment of
       Membership Interest owned by the Offering Member, duly endorsed for transfor to the
       Company.

                     (iv)    At the Triggering Event Closing, the Company shall pay the Triggering
       Event Purclmse Price to the Offering Member m· the Offering Member's successor in interest, us

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CENTIJIUON PECOS 'fER)UJ\'AL LLC                     PAGE20
811'f.CS7•.CISPl330321111Gfl072116

                                                                                                             MR.152
           applicable, in immediately available funds (by wire, certified or bank cashier's check or other
           means acceptable) and the parties shall execute such documentation as may be necessary ur
           desirable, ns determined by the Company, in the Company's sole discretion~ to eITectuntc the
           tr.msfer of such Offering Member's or Offering Member successor in interest's Membership
           Interest.
          J0.4. Conditions lo Pem1iUc..-d Transfers of McmhersJ1ip Interests. A transfer shall not be a
  Permitted Transfer unlcs~ the RonnJ of Mnnngers detem1ines thnt all of the following conditions arc
  satisfied:

                   (a)    The transler complies with ull applicuhle laws, including any applicable securities
  laws.

                 (b)     The transfer will not cause the Company to be trcutcd us other than a partnership
 for Uni led States fodcrol income tax purposes.

              (c)   The transfer will not cause the Company lo bt: subject to regulation under the
 Investment Company Act of 1940.

              (d)    The transfer will not cause any assets of lhe Company to be deemed "plan assets•~
 under the Employee Retirement Income Security Act of J974.

                  (c)  ·Ibe transfer will not result in a tem1ination of the Company under LR.C. Section
 708. unless the Board of Managers determines thal such lc1mination will not have an adverse impact on
 the Members.

                (f)    The trnnsfer will not cause the application of the tax-exempt use property rules of
 I.R.C. Sections 168(g){l)(B) and 168(h) to the Company or its Members, unless the Board of Managers
 delennincs that such rules will not have an adverse impact on tl1e Members.

                 (g)      The transferor and transferee have delivered to the Company any documents that
 the Board of Managers requests to confirm that the tnmsfer satisfies the requirements of this Agreement,
 lo give effect to the transfer, nnd to confinn the lransferee's agreement to be bound by this Agreement ns
an Assjgncc.

              (h)     If requested by the Board of Monagers, the Company has received a transfer fee
in an amount detennined by the Board of Managers to be sufficicnl to reimburse the Company for the
cstinmted expenses likely to be incurred by the Company in connection with such transfer.

          I0.5.   Effective Date; Distributions.

                 (n)     A Permitted Transfer of a Membership Jntcrest is effective as of the first day of
the calendar month following the calendar month during which the Board of Managers receives notice
of such transfer (in such fonn and manner as the Board of Managers may require) unless the Board of
Managers dctcnnines thul the transfer should be effective as of an earlier or Jntcr date (for cxnmple, on
nny dntc the transfer is effective as H matter of state law, or where the notice of transfer specifies that the
transfer is to be effective on a future date).




FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CE~ffUIUON PF.COS Tt-:kl\ll~AL l..LC                  PAGE21
621 tc57.C/SP/3303Z/Otat/07211S


                                                                                                               MR.153
                   (b)      Distributions with respect to n transferred Membership Interest that nre made
   before the effective date of the transfer shall be paid to the transferor. and distributions made ancr such
   date shall be paid l(l the Assignee.

                  (c)    Effective ns of the effective date of a transfer of n Membership lntcrcsl, the Board
  of Managers shalJ amend Exhibit A to reflect the reduction in the transferor's Percentage Interest und to
  reflect the Assignee's Percentage Interest.

                 (d)     Neither the Company nor lhe Boord of Managers has any liability for making
  allocations and distributions to the Member.i determined in accordance with this Section 10.5, whether
  or not the Board of Managers or the Company has knowledge of any transfer of any Membership
  lntcrcsl.

       l 0.6. Trnnsforor's Oblit:utions. The lmnsferor of a Membership Interest who ceases to be n
  Member continues lo be obligated with respect to its Membership Interest or its status as u fonncr
  Member as provided in the Code and applicable law.

         10.7. Assignee's Rights and Oblignlions. Unless nn Assignee becomes a Member pursuant to
 Article XI. such Assignee shall not be entitled to any of the rights granted to a Member (other than as
 required by the Code), and shaU have no right to parlicipntc in the management of the business of the
 Compuny or to become a Member, unless the Members specifically approve the admission of such
 Assignee as a Member or such assignment or transfer is accomplished in accordance with the permissive
 provisions of this Agreement. An Assignee not admitted as a Member hereunder shall huve no
 membersh.ip rights and shall not be a Member with regard to the Membership lnle1'Csts transferred to
 such Assignee (other than us required by the Code).

         10.8.   Effect und Conseguenccs of Prohibited Transfer.

                 (a)     Except as othenvise required by Jew. the Company and the Board of Mnnagers
 shall treat u Prohibited Transfer ns void and shall recognize the transferor as continuing to be the owner
 of the Membership Interest purported to be trJnsforrcd. If the Company is required by lnw to recognize a
 Prohibited Transfer, the lransl'Cree shall be treated as nn Assignee with respect to the Membership
 Interest transferred and mny not be treated ns o Member with respect to the Membership Jntercsl
 Lransferred unless admitted as a Member in accordance with Article XI.

               (b)      The Company may remove the transferor antl Assignee with respect to u
 Prohibited Transfer as provided iu Article XII.

                (c}     The transferor and transferee with respect to a Prohibited Transfer shaJl be jointly
and severa!Jy liable to the Company for, and shall indemnify and hold the Company harmless ugainst,
any expense, liability, or loss incurred by the Company (including reasonable legal fees and expenses)
as a result of such transfer, their removal nnd liquidation of their Membership Interests (if applicable).
and the efforts to enforce the indemnity granted in this Section I0.8(c).




FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CF.!li"llllUON P•:cos Tl-!H~lf~AI. LLC             PAGE22
121141i1."1!Pll3D3210101 ID72115


                                                                                                           MR.154
                                                     ARTICLEXJ
                                             ADMISSION OF NEW MEMBERS

           11.1 . Substituted Members. An Assignee of a Membership Interest shall be admitted us a
   Substituted Member with respect to such Membership Interest on the date on which all of the following
   conditions are satisfied:

                      (u)         The Board of Managers has approved in writing the admission of the SuooLiluted
   Member.

                  (b)   The Assignee ha.ci delivered lo the Company any agreements and other documents
   lhar lhe Board of Munugers requests lo confirm such Assignee us a Member in the Company and such
   Assignee•s agreement to be bound by this Agreement as a Memher.

                (c)    If' requested by the 13ourd of Managers, the Company has l'Cccivcd nn admission
  fee in an amount detennined by the Board of Munugers to be sufficient lo reimburse the Company for
  the estimated expenses likely to be incurred by the Company in connection with the admission of the
  Assignee as a Substituted Member.

       11.2. Additional Members. The Board of' Manager.; shall admit a person as an Addilionat
  Member upon satisfaction of all of the following conditions.

                  (a)    A Majority-in-Interest hos approved the admission of the Additional Member
  after notice to nil Members of (i) the Initial Capita! Contribution to be made by the proposed Additional
  Member, (ii) the effect of the admission on each Mcmbcr•s Percentage Interest, nnd (iii) other material
  information relevant to the proposed admission.

                (h)    The admission of the proposed Additional Member satisfies the applicable
 conditions of Section l 0.4.

               (c)   The proposed Addilionul Member has delivered to the Company any agreements
 and other documents lhat the Boord of Managers requests to confirm the person as a Member in the
 Company and the person's agreement to be bound by this Agreement as a Member.

        11.3. No Required Capitol Contributions. A person may be udmitted as a Member, including
 as lhe sole Member, and mny acquire a Membership Interest without mnking a contribution to the
 Company or asswning an obligation to make a contribution to the Company.

                                                  ARTICLE XU
                                      WITRDRA WAL OR REMOVAL OF MEMBERS

          12.1.     Withdrawal of Members.

              (a)     No Member may withdraw from the Company or otherwise cease to be a Member
except upon the following events:

                                (i)     a transfer of nil of the Member's Membership Interest in a Pcnnitted
         Transfer; or



FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF C•:NTCIUON PECOS TERMINAL LLC                         PAGE 23
121 t45UISP/330321010t/072115


                                                                                                             MR.155
                                  (ii)   removul of the Member as a Member as provided in Section I2.2 of this
             Agreement.

                  (b)     A Member shnl1 he deemed lo withdraw from the Company upon the occurrence
   of nn event specified in Section t 2.1 (a}.

             l 2.2.     Renwvnl of Members.

                  (a)   A Member may be removed as a Member by the Board of Managers under the
   following circumstunces:

                          (i)     the Member has transferred or aucmpled to transfer all or any portion of
            its Membership Interest in u Prohibited Transfer;

                                 (ii)    the Member has materially breached the tenns of this Agreement;; or

                                  the Board of Munngcrs detennines thnt removal is necessary to comply
                                 (iii)
            with any requirements, conditions, or guidelines contained in any opinion, directive, order,
            ruling, or regulation or any United Stales federal or stnte agency or judicial authority or
            contained in any United States federal or state statute.

                (b)    lf the Board of Managers proposes to remove a Member pursuant to this Section,
 the Board of MwlUger.; shall notify the Member in wri1ing of the proposed removal. and if npplicable
 shall provide such Member n rcasmmblc opportunity to cure the event giving rise to removal. •tbc
 removal of the Member is effective at such time as detennined by the Board of Munngers in accordance
 with applicnblc lnw and taking inlo account the Member's opportunity lo cure the event giving rise to
 removal.

         12.3. Status of Fonner Member. A Member who withdraws or has been removed from the
 Company or otherwise ceases to be a Member hns the status of an Assignee with respect to any
 Membership Interest held by such fom1er Member. Except ns provided in Seccion I 0.3(c) (relating to
 optional redemption of n Member's Membership Interest upon the occurrence of u Triggering Event) or
 Article XJJI (relating to winding up and le1minntion), such former Member is not entitled to receive uny
 payments under Section 101 .205 of the Code.

                                                     ARTICLE XIII
                                         WINDING UP AND TERMINATION

       I3.1. Events Requiring Winding Up. The Company slmll commence winding up procedures in
accordance with this Agreement and the Code upon the first to occur of the following even ls:

                      (a)       the Members wuuumously vote to wind up and terminate tl1c Company;

                      (b)       a decree by n court requiring the winding up of the Company;

                      (c)       lhe termination of memben;hip of the Inst remaining Member; or

             (d)    Uie resignation or removal of all Monugers if the Members fail to appoint uny
replacement Manager as provided in Section 5.3.


FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CKIVl'UIUON Pl·:cos TltllMINAl. LLC                    PAGE24
B211'57.~SPl330l2/0101/D7Zl16



                                                                                                                MR.156
           13.2.    Winding Up Procedures.

                  (n)    On the occurrence of nn event requiring winding up of the Company, unless there
  is nn action to continue the Company without winding up in accordnncc with Section 13.3, the Board of
  Managers (or other Liquidator us pmvided below) shall, as soon as reasonably practicable, wind up the
  Company's business nnd alTnirs (including disposing of the Compnny's nsscls and applying the proceeds
  as provided in Section 13.4) nnd tenninnte the Company in accordance with this Agreement nnd the
  Code. TI1e Company shall cease to cnrry on its business (except to the extent necessary to wind up its
  business), cotlcct and sell its property to the extent the property is not to be transferred or distributed in
  kind, and pcrfonn any other act required to wind up its business and uJTairs.

                    (b)  lftlle Board of Managers has wrongfully caused the winding up of the Compuny
  or if there is no Manager, (i) o Majority-in-Interest may vote to elect a person or persons to accomplish
  the winding up of the Company, or (ii) jf the Members fuil lo elect a person to accomplish winding up
  the Company. lhen any Member or Assignee may pelition o court to wind up the Company ns provided
  in Section I 1.054 of the Code. The person or persons winding up the Company. whether lhe Board of
 Managers or un elected or court nppoinLed person or persons, is referred to in this Agreement ns the
 "Liquidator."

                   (c)    The Liquidator may determine the time, mruUlcr, and tcnns of any sale or sales of
 Company property pursuant t<> such winding up. The Liquidator (if not the Board of Managers) is
 entitled to receive reasonable compensation for its services; mny exercise ull of lhe powers conforred
 upon the Board of Managers under this Agreement to tl1e extent necessary or desirable in the goud faith
 judgment of the Liquidator to perfonn its duties; and ~~th respect to acts taken or omitted while acting
 in such cupacily on behalf of the Company, is entitled to the limitation of liability and indemnification
 rights set forth in Article VI.

                 (d)     The Liquidator shall provide quarterly reports to the Members und Assignees
 during the winding up procedure showing the assets and liabilities of lhe Company, providing
 information aml documents required by the Members and Assignees to comply with their tax reporting
 obligations, nnd such other infonnation as the Liquidutor deems appropriate. Within a reasonable time
 ufler completing the winding up, the Liquidator shall give each Member and Assignee a final statement
 setting forth the assets, liabilities, and reserves of the Compw1y as of the dale of completion of winding
 up.

        13.3.      Continuation Without Winding Up.

                (a)     ff there is u decision to wind up and terminate the Company ns described in
Section 13. )(a), the Company may be continued as provided in Section I 01.552 oflhe Code.

              (b)    If lhere is a termination of tbc continued membership of Lhe last remammg
Member as described in Section 13.l{c}, then prior to completion of the v.inding up process but not later
than 90 days ufier the event of termination, the Board of Managers moy continue the Company by
admitting one or more Members effective as of the occurrence of the event of termination. Any
Assignee whose Percentage Interest would be diminished by reason of the admission of an Additional
Member under the circumstances described in this Section must approve the admission or lhc Additional
Member.



FIRST AMENDED ANO RESTATED COMPANY AGREEMENT OF Cf.l"n'URION PECOS 'l'l-:R.\llNAI. LLC               PAGE   25
8211"57-41SP/330S2/010110721t5


                                                                                                                 MR.157
              IJ.4.    Liquidation of AsscL.; and Application nnd lJisrribution of Proceeds.

                 (a)      In General. On winding up the Company, tl1e Liquidator shall di:-;posc of the
   Company's properties und apply and distribute the proceeds, or transfer the CompW1y properties, in the
   following order of priority:

                              (i)    lo creditors {including Members who are creditors) in accordance with
             their relative rights and priol'itics to satisfy the liabilities of the Company. including expenses
             associated with the winding up nnd termination of the Company, but excluding uny Company
             linbility for any unpaid Mandatory Distributions;

                              {ii)   to Members, Assignees, and former Members to satisfy the Company's
             liability for any unpaid Mandatory Distributions; und

                                 (iH}   to Members and Assignees as provided in Section 4.2(a).

                (b)      No Member Deficit Restoration Obligation. No Member is liuble to the Company
  or MY other person for the rcpaymenr of any deficit in the Member's Capital Account, except as
  provided in Section l 01.206 of the Code.

                 (c)    Reserves. Tn the discretion of the Liquidator, a pro rata portion of the
 distributions tbat would otherwise be made pursuant to Section 13.4CalCiil and (iii) may be withheld to
 provide a reasonable reserve for Company liabilities (contingent or otherwise) nnd future expenses,
 including a reasonable reserve for any claims for indemnification under Article VI and for uny future
 expenses ussocintcd with nny tax audit or other Proceeding lhnt is pending or may arise.

                      (d)        Payments and Qistributions to Members in Kind. The Liquidator may not make
 nny payments or distributions lo Members or Assignees pursuant to Section I 3.4(a)(ii} or (iii) other than
 in cash unless all Members and Assignees receiving the property approve the transfor in kind. The
 Liquidator shall detennine the Fair Market Vulue of uny property transferred l<> Members or Assignees
 in kind according to the valuation proceuures set forth in Article XIV.

                 (e)   Character of Liquidating Distribution~. Except as otherwise required by the
 J.R.C., amounts paid to Members pursuant lo this Section 13.4 shall be treated as made in exchange for
 the interest of the Member in Compnny property pursuant to J.R.C. Section 736(b)(l), including lhe
 interest of such Member in Company goodwiU.

      13.5. Certificate of Tenninution. The Liquidntor shall tile a Certificate of Tcnnination of a
Domestic ~ntity on the completion of the winding up of the Company.

       I3.6. Reinstatement.              Jf the Company is tcnninnte<l, it may be reinstated in lhl! manner
provided in the Code.

                                                    ARTICLE XIV
                                                     VALUATION
        14.1. Fair Value of Company Pl'Opcrty. The Fnir Value of property contributed 10 the
Company by a Member as part of such Member's lnitilll Capital Contribution is the amount of such
Member's Initial Capital Contribution. as set forth on Exhibit A, minus Lhe umount of any cash
contributed to the Compnny as part of such Member's Initial Cnpilul Contribution. In all other cases, the

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CE"TlllUON            r1o:cos n:RMINAL LLC            PAGE   26
82t1457.41SPl33D~2/010tl072116



                                                                                                              MR.158
   Fair Vnlue of un us.set as of nny dnte is its lair mnrkel vulue as detennincd by the Board of Managers in
   good faith using any reasonable valuation method. If any affected Member docs not ngrce with rhe
   valuation set by the Doard of Managers, the Fair Value shall be dctemlincd using procedures similar to
   chose set forth in Section 14.2, nnd Lhc cost of any such delenninuLion shall be borne entirely by the
   affected Member unless the Board of Managers or n Mnjority-in-Jnteresl of all Members other than lhe
   affected Member approves an alternative allocation of such costs.

               14.2.     Purchnsc Price of Membership lnreresL

                    (n)    For purposes of any redemption of n Membership Interest pursunnl to Section
    I0.3(c), the purchase price shall be the Triggering Event Purchase Price.

                 (b)     If the Offering Member nnd the Company cannot cooperutively designate an
   appraiser wiU1in 15 days foJlowing the date uf the Redemption Notice, then the Offering Member and
   the Company shall each select nn appraiser, un<l such two (2) appraisers shall sclecl a third appraiser
  who shall select the appraiser to perfonn such uppmisal. The cosl of each uppraisal shall be shared
  equaJ!y by the Company and the Offering Member.

          14.3. Valuation of Membership Tnlcrescs. For all purposes uf this Agreement other than the
  valuation of Membership Interests in connection with a Triggering Event. the fair market value of the
  Membership Interests shall be dcrcrmined by Lhe Managers pursuant to un independent third party
  appn1isal of the assets of the Company. The Board of Managers shall no less than annually cause the
  assets of the Company lo be appraised hy on independent third party.

                                                  ARTICLE XV
                                              GENERAL PROVlSIONS

             15. 1.    Amendments.

              (a)    In General. Subject to the following exceptions and limitations, this Agreement
 mny be amended only with the written approval of all Members.

                        Exceptions and Limitations. The Board of Managers mny amend Exhibit A from
                       (b)
 time to time to retlccl the admission and withdrnwal of Members, and changes to any Member's
 Percentage lnteres1, in accordw1ce with this Agreement. No amendment of Article VI (relating to
 liability and indemnification) may adversely affect the rights or obligations of any Indemnified Person
 without the Indemnified Person's prior written approval.

        15.2. Notice. Any notice, report, or other communication required or permitted to be mude lo
any person by this Agreement shall be in writing and is deemed given when (a) delivered to the person
by hand, (b) the third business duy afler delivery to the United States Postal Service (or other designated
delivery service as defined in l.R.C. Section 7502(1)), postage prepaid, in nn envelope properly
addressed to the person at the pcrson·s address set forth in the Company's records as of the date of
delivery, or (c) successfully transmitted by facsimile or electronic message to the person's facsimile
phone number or e-mail address (as applicable) set forth in the Company's records as of the date of
transmission. Any communication to the Board of Munagers or the Company may be de1ivered to the
Company's registered office designated pursuant to Section fri 13.




FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF Cl!.N"fVRION P•:cos1'ERllllNAL LLC                PAGE27
fl2t1•57.418P/S:IO:J2/0tOtlD72115


                                                                                                          MR.159
          15.3. Oovcming Law; Consent to Jurisdiction. This Agreement is govcmcd by and shall be
   construed under the Juws of the State of Texas without regard to legal rt!quirements that would require
  the application of the law of any other jurisdiction. Any Proceeding i1rising out of or rcluting to this
  Agreement or the Company' s activities or properties may be brought in the stutc courts of Dallas
  County, Texas or, if it hus or can acquire jurisdiction~ in the United Stntcs District Court located in
  Dallas County, Texas. Each Member und Assignee irrevocably submits to the exclusive jurisdiction of
  each such court in any such Proceeding, waives any objection it may now 01· hereafter have to venue or
  lo convenience of forum, agrees thal all cluims in respect of the Proceeding shnll be heard and
  detennincd only in any such court und abrrecs nol lo bring uny such Proceeding in any other court. The
  Company or any Member or Assignee muy file a copy of this Agreement wiU1 any court as wriUcn
  evidence of the agreement between the parties irrevocably to waive uny objections lo venue or to
  convenience of forum. Process in nny Proceeding refen·ed to in the second sentence of this Section may
  be served on nny party anywhere in the world.

         15.4. Waiver. Any foilul'c by n party to insist upon the strict perfom1unce of uny covenant or
 condition of this Agreement, or to exercise any right or remedy upon a breach of any such covenant or
 condition, docs not constitute waiver of nny such covenant or condition or any breach thereof. A purty
 will not be deemed to huve waived uny right ur remedy under this Agreement unless that party has
 signed H written document to that effect, and any such waiver is applicnblc only with respect lo the
 specific provision and instance for which it is given.

         15.5. Entire Agreement. This Agreement supersedes nil prior agreements, whether written or
 oral, between the parties with respect to its subject matter and constitutes u complete nnd exclusive
 statement of the agreement between the parties with respect to its subject matter.

         15.6. Successors nnd Assigns. No Member or Assignee may assign any of ils rights or delegate
 ony of its obligations under this Agreement except ns expressly pcm1itted in this Agreement

         15. 7. Third-Parties. Other than ai; provided in Section 5.7 (relating to reliance on authority of
 the Bonrd of Munugen.i) and Article VJ (relating Lo rights of Indemnified Persons), none of tbc
 provisions of this Agreement nre for the benefit of or enforceable by nny creditors of the Company or
 other persons not a party to this Agreement, except such benefits as inure to n successor or permitted
 assign in accordnncc with Section 15.6.

         15.8. Severability. If any provision of this Agreement is held invulid or unenforceable by any
court of competent jurisdiction, the other provisions of this Agreement will remain in full force and
cflect. Any provision of this Agreement held invalid or ummforceable only in part or degree will remain
in full force and effect lo the extent not held invalid or unenforceable.

         15.9. Construction. The language in this Agreement is lo be construed according to its fair
meaning and is not to be strictly construed for or aguinst uny party. Nothing in this Agreement is to be
construed as authorizing or requiring any action that is prohibited by the Code or other applicable law,
01· as prohibiting any action tJiat is required by the Code or other applicable law.

        15.10. Execution of Agreement. This Agreement may be executed in counterparts, each of
which will be deemed to be an original copy of this Agreement, and all of which together constitute one
agreement. Any signature to this Agreement evidenced by a facsimile or other electronic transmission of
such signature shall be binding on the parties to the same extent ns if such signature were an original.


FIRST AMENDEO AND RESTATED COMPANY AGREEMENT OF CEl\TUIUOJ\' P•·:cos Tt:ltMJl\'/\I. LLC          PAGE 28
G211457•.USPIS3032/0101/0721 fll

                                                                                                         MR.160
           I5.11. further Assurances. The pa11ies shall execute and deliver all documents, provide all
    information, and tnkc or refrain from taking action os may be necessary or upproprinte to achieve the
    purposes of this Agreement.

                              !This Spncc Left UJank lntcnOoually. Signature Page Follows.I




FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CE.~'l'UIUON        ri::c:os TmtMINAl. LLC     PAGE29
12I1467.418P/3303210101/072I1 S


                                                                                                      MR.161
         Executed n.o.; of the Effective Dale sel forth nbove, by nnd nmong Lhe persons signing below.

  MEMBEltS:                                           CENTURION LOGISTICS LLC




                                                      STAM PEDE ENER




                                                      Name:   ~=-=-........
                                                                          .wo.o=----...,.._,.q.-~~~~-




                                                     T itIe: ?res.1 ~-r


 MANAGERS:                                           CENTURION LOGJSTICS LLC




                                                     B.
                                                     Nwne:    ..LIMLs l:\ciJ'-
                                                    Title:   ~rt=c;;, &n,t -             ---




FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CENTURION PEcosn:HMINAI. LLC                       PAGE30
8211•5UISP/l3032IO f0tf072115


                                                                                                            MR.162
                                 FIRST AMENDED AND RESTATED
                                     COMPANYAGRF.EMENT
                                             OF
                                CENTUlUON PECOS TERMINAL LLC

                                     EXHIBIT A
                 MEMBERS' CONTRJ.BUTlONS AND PERCENTAGE INTEl{ESTS

                                     Effective ns oi' the Effective Date

                                                                  lnifinl Capital        (nitJaJ Percentage
  MEMBER NAME AND ADDRESS
                                                                   Con tribu ti on            Interest
  Centurion Logislics LLC                                            $400.00                  40.00%
  17950 Preston Road
  Suite 1080
  Dallas, Texas 75252

 Stampede Energy, LLC                                                $600.00                 60.00%
 800 Spring Street
 Suite 205
 Shreveport, Louisinnn 7110 I




FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CENTUIUO:'\ P•:ros n :1ui •~Al.   Ll.C
0211457 .418Pl33032J0101107211 S


                                                                                                         MR.163
                                     FIRST AMENDED AND RESTATED
                                         COMPANY AGRJ£EMENT
                                                 OF
                                    CENTURION PECOS TERl\tllNAL LLC

                                               APPENDIX A
                                        PIUNCJPLES OF ALLOCATTON

             A.J  Introduction. This Appendix sets !OrU1 principles under which items of income, gain,
   loss, deduction and credit shall be allocated among the Members. This Appendix also provides for the
   determination and maintenance of Capital Accounts, generally in accordance with Treasury Regulations
   promulgated wider l.R.C. Section 704(b), for purposes of determining such ollocations. For purposes of
   this Appendix, an Assignee shnH be treated in the snmc manner as a Member.

            A.2       Definitions. Capitalized terms used in this Appendix huve the meanings set forth below
  or in the Agreement.

          "Adjusted Capital Account Deficit'' means ruiy deficit balance in a Member's Capital Account as
  of the end of a taxable year, after giving effect to lhc following adjustments:

                     (i)    Credit to the Capital Account any amounts the Member is ohlignled to 1-cstore
           pursuant to the Agreement or is deemed to be obligated to restore pursmml to (a) Treasury
           Rcgulatic>ns Section 1. 704-1 (b)(2)(ii)(c) (relating to obligations to pay partner promissory notes
           nntl other obligations to mnke contributions lo the Company), or (b) the penultimate sentences of
           Treasury Regulations Sections 1.704-2(g)( I) (relaring lo partnership minimum gain) and 1. 704-
           2(i)(5) (relating lo partner nonrecourse debt minimum gain); und

                  (ii)    Debit to such Capital Account the items described in Treasury Regulations
           Sections l. 704-l(b)(2)(ii)(d)( 4), 1. 704-J (b)(2)(ii)(d)(5), and 1. 704-1 (b)(2)(ii}(d)(6).

 The foregoing definition is intended to comply with Treasury Regulations Section l.704·l(b)(2){ii)(d)
 and shall be interpreted consistently thel'cwith.

           ucapital Accow1t" has the meaning set forth in Section A.3.

        "Depreciation'' means. for each taxable year, an amount equal to the depreciution, amo11ization,
 or other cost recovery deduction allowable with respect to an asset for such tnxable year, except that if'
the Gross Asset Value of an asset di ffors from its adjusted basis for federal income tax purposes ul the
beginning or such taxable yeur, Depreciation is un umount which bears the snmc ratio to such beginning
Gross Asset Value as the federal income tax depreciation, umortizulion, or other cost recovery deduction
for such taxable year bears to such beginning adjusted tax basis. If lhe adjusted basis for t'Cderal income
tax purposes of an asset at the beginning or such taxable year is zero, Depreciation shnll be determined
with reference to such beginning Gross Asset Value using uny reasonable method selected by the Board
of Managers.

       "Gross Asset Value" means an asset's adjusted busis for federal income lax PllllX>Ses, except as
follows:



FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF C.:N"l'l:IUON PECOS Tl-'. ltMINAI. LLC              Pl\GEA-2
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                                                                                                            MR.164
                 (i)    The initiul Gross Asset Value of an asset conlribute<l by a Member to the
          Company is the gro.ss Fuir Value of such asset, as dctem1incd by lht: contributing Member and
          the Board of Managers and ns set forth on Exhibit A .

                 (ii)    The Gross Asset Values of Company assets shall be m.ljustcd to equal their
          respective gross Fair Values (tuking l.R.C. § 770l(g) into account), us detennined by the Board
          of Managers, as of the following times: (A) the acquisition of an additional interest in the
          Company by any new or existing Member in exchange for more lhan o de minimis Capital
          Contribution; (B) the distribution by the Company lo a Member of more them a de minimis
          amount of property us consideration for an interest in the Company; (C) the liquidation of the
          Company within the meaning of Tren."ury Rcguluti(ms Section I. 704-1 (b)(2)(ii)(g); and (D) in
         connection with the grant of nn interest in the Company (other thnn a de minimis interest) ns
         consideration for the provision of services to or for the benefit or the Company by a Member
         acting in n member capacity or in a111icipation of being a Member. Adjus!ments pursuant to
         clauses (A). (B), nnd (D) above arc required only if the Board of Managers dctcnnincs thnt such
         adjustments arc nccessUI)' lo nccuratcly reflect the relative economic interests of the Members in
         the Company.

                 (iii)   The Gross Asset Value of a Company asset distributed lo n Member shall be
         adjusted to equal the gross Fair Valuc (taJ<ing LR.C. § 770 I(g) into account) of such asset on the
         dntc of distribution as detem1ined by the distributce und the Board of Ma11agcrs.

                (iv)   ·n1e Gross Asset Values of Company assets shall be increased (or decreased) to
        reflect any adju$lments lo the adjusted basis of such assets pursuant to J.R.C. Section 734(b) or
        J.R.C. Section 743(b), but only to the extent that such adjustmenLc; arc tnken into account in
        detcnnining Capital Accounts pursuunl lo Treasury Regulations Section 1.704-1 (b)(2)(iv)(m).
        Gross Asset Values sha11 not be adjusted pursuant to this paragraph (iv) to the extent that an
        adjustment is required pursuant to paragraph (ii).

 If the Gross Asset Value of un asset hns been detcn11ined or adjusted pursuant to subparagraphs (i), (ii),
 or (iv) of this definition, the asset' s Gross Asset Value shall thercalkr be adjusted by the Depreciation
 taken into nccount with respect to such asset for purposes of computing Net Profit and l\el Loss.

         "Net Profit" and "Net Loss,, me~ for each ruxable yenr or other relevant period, M amount
equal to the Company's taxable income or loss for such taxable year or other relcv~mt period,
detennined in uccordancc with I.R.C. Section 703(a) (for this purpose, all items of income, gain, loss, or
deduction required to be slated separately pursunn\ to l.R.C. Section 703(a)(l) shall be included in
t·axable income or loss), with the following adjustments:

              (i)    Any income of the Company thul is exempt from federal income tax and not
       otherwise taken into account in computing Net Profit or Net Loss shnll be added to such taxable
        income or loss.

               (ii)    Any expenditures of the Company described in l.R.C. Section 705(a){2)(B) or
       treated as LR.C. Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section
       l.704-1(b)(2)(iv)(i), and not othenvise taken into account in computing Net Profit or Net Loss,
       shall be subtracted from such tnxnblc income or loss.



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                                                                                                          MR.165
                         (iii)  If the Gross Asset Value of any Company asset is adjusted pursuant cu
                  subparagraph (ii) or (iii) of the Section A.2 definition of Gross Asset Value, the amount of such
                  adjustment shall be taken into account ns gain or loss from disposition of the ac;set for purposes
                  of computing Net Profit nm.I Net Loss.

                         (iv)    Gain or loss resulting from nny disposition of Company property with respect 10
                 which gain or loss is recognized for federnl income tax purposes shall be computed by rcl'Crence
                 to the Gross Asset Value or the property disposed of (unreduced by any liabilities nttrihutablc
                 thereto), notwithstnnding that the adjusted tax basis of such property differs from its Gross Asset
                 Value.

                         (v}    Jn lieu of the depreciation, amortization, and other cos! recovery deductions lnken
                 into account in cotnputing such taxable income or loss, there shall be lnken into occount
                 Depreciation com puled in occordnncc with the definition of Deprccintion in Section A.2.

                          (vi) To the exlent an adjustment to the adjusted tux b'1sis of any Company asset
                 pursuant to l.R.C. Section 734(b) is required pursuant to Treasury Regulations Section I.704-
                  l(b)(2)(iv)(m)(4) lo be taken into nccount in determining Capital Accounts as a re~mlt of n
                 distribution other than in liquidation of a Member's Membership Interest, the amount of such
                 adjustmenl shnlJ be treated ns an item of gain (if the adjustment increases the basis of the asscl)
                 or loss (if the adjustment decreases the busis of the nsset) from the disposition of the asset and
                 shall be taken into account for purposes or computing Net Profit or Net Loss.

          "Nonrecoursc Deductions'" has the meaning set forth in Treasury Regulations Section J. 704-
 2(b)( I) nn<l slmll be determined according to the provisions of Treasury Regulations Section 1. 704-2(c}.

         "Nonrecourse Liability" has the meuning set forth in 'l rcasury Regulations Section l.704-
 2(b}(3).

             ..Partner Nonrccourse Debt" has the meaning set forth in Treasury Regulations Section 1.704·
 2(b)(4).

        "Partner Nomccourse Debt Minimum Gain" has the meaning set forth in Treasury Regulations
 Section I. 704-2(1)(2) and shall be detennincd in accordance with Treasury Regulations Section 1. 704-
 2(i)(3 ).

         "Partner Nonrecourse Deductions" lms the meaning set forth in Treasury Regulations Section
 I. 704-2(i)( J) and shall be dctcnnined in accordance with Treasury Regulations Section I. 704-2(i)(2).

         Pnrtnership Minimum Gain" has the meaning set fortJ1 in Treasury Regulations Section I. 704-
             0


2(b)(2) and shnll be determined in accoruancc with Treasury Regulations Section J.704-2(d).

         A.3     Capital Accounts. The Company shall determine nnd maintain Capital Accounts.
"Capitnl Account" means an account of each Member dctem1incd nnd milinlnined throughout the full
tenn of the Company in uccordance with the capital accounting rules of Treasury Regulations Section
I .704-1 (b)(2)(iv). Without limiting the generality oflhe foregoing, the fo!Jowing rules apply:

               (a)   The Capital Account of each Member shul1 be credited with (i) an amount equal
to .>uch Member's Capital Contributions and the Fair Value of property contributed (ff permitted
hereunder) to the Company by such Member, (ii) such Member's share of the Company's Net Profit,

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CF."T\JRION PECOS TERMl~At. LLC                          rAGf; A-4
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                                                                                                                 MR.166
   and (iii) the amount of any Company liabilities assumed by .such Member or that arc secured by property
   distributed to such Member.

                 (b)      The Capital Account of each Member shall be debited by (i) the nn1otml of cash
   and the Fair Value of pl'Opcrty distributed to such Member. (ii) such Member's share of the Compnny's
   Net Loss, and (iii) the amount of any liabilities of such Member assumed by the Company or that arc
   secured by nny property contributed by such Member to the Company.

                  (c)    Upon the transfer by a Member of all or part of an interest in the Company ofter
  the Effective Dale, the Capital Account of the transferor that is attributable to the transferred interest
  carries over to the transferee and the Capital Accounts of the Members shall be aqjustcd to the extent
  provided in Treasury Regulations Section l.704-l(b)(2)(iv)(m).

                (d)      Jn dctennining the amount of nny liability for purposes of Sections A.3(a) and
  A.3(b), I.R.C. Section 752(c) and any other applicable provisions of the I.R.C. and the Treasury
  Regulations shall be taken into account.

                 (e)      Except as otherwise required by Trcnsury Rcgulntions Section l.704-1(b)(2)(iv),
  adjustment to Cnpitnl Accounts in respect of Company income, guin, loss, deduction, und T.R.C. Section
  705(a)(2)(B) expenditures (or items thereof) slmll be made wilh reference to the Je<lernl tux treatment of
  such items (and, in the case of book ilems, with reference to the federal ln.'C treatment of the
  c~orrcsponding hl.'< items) at the Company level, without regard to any mandatory or elective tax
  treatment of such Hems at the Member level.

                    (f) The provisions of this Appendix and of the Agreement relating to the maintenance
 of Capitol Accounts are intended to comply with Treasury Regulations Section 1.704-1 (b)(2)(iv), and
 shall be interpreted nnd applied in a manner consistent witb such Treasury Regulnlions. If the Boord of
 Managers dctcnnincs that it i.s prudent to modify the manner in which the Cnpilal Accounts, or any
 debits or credits thereto (including debits or credits relating to liabilities that are secured by
 contributions or distributed property or that are assumed by the Company or any Member), arc
computed in order to comply with such Treasury Regulations, the Board of Managers may make such
modificntion ifit is not likely to haven material effect on the amounts distributed or to be distributed to
any Member pursuant tu the Abrrcement. The Board of Munngers shall make any adjustments that ure
necessary or uppropriate (i) to maintain equality between the Capital Accounts of the Members and the
amount of Company capital reflected on the Company's balance sheet, ns computed for book purposes,
in accordance with Treasury Regulations Section l.704-l(b)(2){iv)(g), un<l (ii) if ummticipated events
(for example, the acquisition by the Company of oil or gas properties) might otherwise cause this
Agreement not to comply with Treasury RegulHlions Section l.704-l(b}.

              (g)     The provisions of the proposed Treasury Regulations published on January 22.
2003 (68 Fed. Reg. 2930). as they may subsequently be modified or adopted as temporary or final
Treasury ~egulations, shall apply with respect to any noncompensatory options issued by the Company.

         A.4       Allocations of Net Profit and Net Loss

         A.4.1 In General

        After giving eJTect to the special allocntions set forth in Sections A.4.2 ond A.4.3 hereof, Net
Profit and Net Loss (ond to the extent necessary, individual items of income, gain, loss, or deduction) for

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CENTURION PECOS TEHMINAI. LLC
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                                                                                                          MR.167
   any period shall be ullocated to the Members in such amounts as may be necessary to cuusc each
   Member's Capitul Account (as udjusced through the end of such period) to equul, ns nearly as possible,
    the sum (which may be either a positive or negative amount) of (i) the amount such Member W(1uld
   receive if all Company assets on hand at the end of such period were sold for cash at their Gro.ss Asset
   Values, all Company liabilities were satisfied in cash 11ccording to their terms (limited in the case of any
   Nonrecourse Liability and Partner Nonrecourse Debt to the Gross Asset Value of the properly securing
   such liabilities), all ohligntions (if uny) of Members to contribute additional capital lo the Company were
   satisfied, and a.JJy remaining cash was distributed to the Members under Section 4.2 us or the last day of
   such period, minus (ii) lhe Member's share of Partnership Minimum Gain and Purtner Nonrecoursc Debt
   Minimum Gain computed immediately prior to such deemed snlc of assets.

          A.4.2 Regulatory Allocations. The following special allocation.c; shall be applied in the order in
   which they arc listed. Such ordering is intended to comply with the ordering rules in Treasury
   Regulations Section I.704-2(j) and shall be applied consist<!ntly therewith.

                  (o)    Minimum Gain Chargcbnck.             Except as otherwise provided in Treusury
   Regulations Section I. 704-2(J), anything to the contrary in this Section A.4 nolwithstunding, if there is a
   net decrease in Partnership Minimum Gnin during any taxable year, each Member shall be allocated
   items of income and guin for that taxable year (and, if necessary. subsequent taxable years) equal to that
   Member's share of the net decrease in Partnership Minimum Gain determined in accordance with
  Treasury Regulations Section l.704-2{g)(2). This Section A.4.2(a) is intended to comply with the
  minimum gain chargebock requirement in Treasury Regulations Section 1.704-2(1) und shall be
  interpreted consistently therewith, including that no chnrgcback shall be required to the extent the
  requirements for requesting a waiver described in Treasury Regulations Section I. 704-2(1)(4) arc mcl or
  the requirements for any other exception prescribed by or pursuunl to Treasury Regulations Section
  l.704-2(() are met.

                (b)     Pai1ncr Nonrccour.se Dehl Minimum Gain Chargcback. Except us otherwise
 provided in Treasury Regulations Section 1.704-20)(4), anything to the conlrury in this Section
 notwithstanding, if there is a net decrease in Partner Nonrecourse Dehl Minimum Guin during a rnxable
year, then, in addition to the amounts, if any. allocated pursuant to purugrnph 4.2(n), any Member with a
share of that Partner Nonrecoursc Debt Minimum Gain (determined in accordnncc with Treasury
Regulations Section l.704-2(i)(5)) ns of U1e beginning of the taxable year shalJ be allocated items of
Compuny income and gain for that taxable year (and, if necessary, for subsequent tnxnble years) equal to
th.at Member's share of the net decrease in the Partner Nonrecourse Debt Minimum Gain, delennined in
uccordancc with Treasury Regulations Scclion l.704-2(i)(4). This Section A.4.2(b) is intended to
comply with the chnrgcback of pnrtncr nonrecourse debt minimum gnin required by Treusury
Regulations Section I. 704-2(i)(4) und shall be interpreted consistently therewith, including thut no
chargebnck shaU be required to the extent the requirements for any exceptions provided in Treasury
Regulation Section J. 704-2(i)(4) urc met.

                     (c)          Qualified Income Offset. lf any Member unexpectedly receives any adjustment,
aJlocation, or distribution described in Treasury Regulations Sections I. 704-J (b)(2)(il)(d)(4), (5), or (6),
items of Company income and gain shall be specially allocated to such Mcmbel' in an amount and
manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital
Account Deficit of such Member us quickly ns possible. An allocation pursuant lo the foregoing
sentence shall be made only to the extent that such Member would huve an Adjusted Capital Account
Deficit after all other ullocations provlded for in Section A.4 have been tentatively made as if this
Section A.4.2(c) were not in this Appendix. This allocation is intended to constitute a "quolilied income

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                                                                                                                 MR.168
  offset" within the meaning of Treasury Regulolions Section 1. 704-1 (b)t2)(ii)(<l)(3) and shall be
  construed in accordance with the requirements thereof.

                 (d)     Gross Tncome Allocation. If a Member has un Adjusted Capital Account Deficit
  nl the end of any taxable year, each such Member shall be specially allocule<l items of Company income
  and gain in the amount of such Adjusted Capital Account Deficit as quickly us possible; provided thut an
  allocation pursuant lo this clause shall be mm.le only if on<l to the extent that the Member would huvc an
  Adjusted Capital Account Deficit after nil other allocations provided for in this Section A.4 huve bc.-eo
  made as if lhis Section A.4.2(d) were not in this Appendix.

                (c)    Nonrecourse Deductions. Nonrccourse Deductions for nny 1nxable year shall be
  allocated among lhe Members in nccordnnce with their Percentage Interests.

                 (f)     Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any
  Lwcublc year shall be specially allocnled to the Member who bears the economic risk of loss with respect
  to the Partner Nonrecourse Debt to which such Partner Nonrecoursc Deductions are attributable in
  nccordance with Tren.i;ury Regulations Section I. 704-2(i)( I).

                (g)     Basis Adjustments. To the extent an adjustment to lhe adjusted tax ba.<iis of any
 Company asset pursuant to I.R.C. Section 734(b) or l.R.C. Section 743(b) is required under Treasury
 Regulations Section l.704-l(b)(2)(iv)(m) LO be taken into account in determining Capital Accounts, the
 runount of such adjustment to the Cupital Accounts shaJJ be treated as an item of gain (if the adjustment
 increases the basis of the nsset) or loss (if the adjustment decreases such basis) and such gnin or loss
 shall be specially nllocuted to the Members in a manner consistent with the manner in which their
 Capital Accounts are required lo be adjusted pursuant to such Section of the Treasury Rcgulutions.

         A.4.J Curative Allocations. The allocations sec forth in Section A.4.2 hereof (the "Regulatory
 Allocations·•) are intended lo comply with cerlain requirements of the Treasury Regulations. The
 Members intend that, to the extent possible. all Regulatory Allocations shall be offsel either with other
 Regulatory Allocations or with special ullocntions of other items or Cumpany income, gain, loss, or
 deduction pursuant to this Section A.4.3. Therefore, any 01hcr provisions of this Section A.4 (other thnn
 the Regulatory Allocations) notwithstanding, the Board of Managers shall make such offsetting spcciuf
 allocations of Company income. gain, loss, or deduction in whatever manner the Board of Managers
dctennincs appropriate so that, after such offsetting allocations are made, euch Member's Capital
Account bnlance is, to the extent possible, cquaJ to the Capital Account balance such Member would
huve had if the Regulatory Allocations were not part or the Abrrecmcnt nnd nil Company items were
n!Jocnted pursuwtt to Section A.4. 1. fn exercising ils discretion under this Section A.4.3, the Bonrd of
Managers shall tuke into account future Regulatory Allocations under Sections A.4.2(a) EJnd A.4.2(b)
that, although not yet made, arc likely to oITset other Regulatory Allocations previously made under
Sections A.4.2(c) nnd A.4.2(1).

        A.4.4 Other Allocation Rules

               (a)     Net Profit. Net Loss, and othcl' items sholl be allocated to the Members pursuant
lo this Appendix A as of the last day of each taxable ycart and ut such times as the Gross Assel Values
of Company Property art adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value.

            (b)    If during any taxable year any Member's Percentage Interest changes, each
Member's share of Net Proflr, Net Loss, and other items for such taxable year shall be determined

FIRST AMENDED ANO RESTATED COMPANY AGREEMENT OF CEN'l'lllUOl'' Pf:c:os Tl~RMINAI. LLC            PAGF. A·7
11211'657.4/SP/3303210101/07211 &


                                                                                                         MR.169
  nccording tu their varying interests and l.R.C. Seclion 706(d), using nny convenlions penniltcd by law
  and select<..-d by the Board of Munngers.

                  (c)     f'or purposes of dctcnnining a Member's share of Company "excess nonrccourse
  liabilities" within the meaning of Treasury Regulations Section 1.752-J(n)(J), the Members' shures of
  Company prolils shall be deemed to be in proportion to their respective Percentage Interests.

                  (d)    To the extent permitted by Treasury Regulations Section I.704-2(h)(3). the Board
  of Manngcrs may treat any distribution of the proceeds of a Nonrecourse Liability or a Purtner
  Nonrccoursc Debt (that would otherwise be allocnblc to nn increase in Partnership Minimum Guin) as n
  distribution thnt is not allocable lo an increase in Partnership Minimum Gain to the extent the
  distribution does not cause or increase an Adjusted Capital Account Deficit for any Member.

         A .5   Tax Allocations

               (n)     111 General. Except ns otherwise provided in this Section A.5, euch item of
 income, gain, loss, and deduction of the Company for federal income lax purposes shall be allocated
 among the Members in the snme manner ns such items are allocutt:d for book purposes under the
 Agreement and this Appendix.

                (b)     Contributed or Rcvnlucd Property. fn uccordunce with I.R.C. Section 704(c) and
  the related Treasury Regulations, income, gain, Joss, and deduction with respect to any property
  contributed to the capital of the Company shall, solely for tax purposes, be allocntcd among the
  Members so ns to take account of uny variation between the udjustcd basis of such property to tht!
  Company for federal income tux purposes nnd its Gross Asset Value. Ir the Gross Asset Value of any
 Company asset js adjusted pursuant to subparagraph (ii) or the definition of Gross Asset Value in
 Section A.2 hereof, subsequent allocations of income, gain, loss, and deductions with respect lo such
 asset shall take account of any variation between the adjusted basis of such asset for federal income tux
 purposes nnd its Gross Asset Value in the snme manner as under l.R.C. Sect.ion 704(c) and the reluted
 Treasury Regulations. Any elections or other decisions relating to allocations pursuant to this
 Section A.5 shall be made by the Board of Managers in any manner thnl reasonably reflects the purpose
 and intention of this Appendix and U1c Agreement.

                 (c)    Credits. Except as otherwise rtquired by Treasury Regulations Section I.704-
1(b)(4)(ii), it\!ms of tax credit and tax credit recapture shall be alJocutcd among the Members in
accordance with their Percentage Interests.

               (d)     Effect or Tax Allocations. Allocations pursuant tu this Section A.5 arc solely for
purposes of U.S. federal, stutc, and local taxes and shall noL affect uny Member's Capital Account or
share of Net Profit, Ne! Loss, or other items or distributions pursuant to any provision of this Appendix.
and the Agreement.




FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF Cl~l\"lltlUO~ rECOS TERMINAL   LLC               PAGJ-: A-8
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                                                                                                          MR.170
                                                  SCHEDULE A
                                       CERTIFICATE OF FAIR MARKET VALUE

           In accordance with the provisions of the definition of "Triggering Event Purchase Price" sel forth
    in the Pirst Amended and Restated Company Agreement of Centurion Pecos Terminal Ll. .C (the
    "Company") effective ns of November _ , 2014, the liquidating vnlue of the Membership Interests (ns
    defined in such company agreement) is as follows:


               I     Estimated fair nmrket value of Company nssets                   $
                                                                                    ---~----------~
              2      Less: estimated selling expenses                                $
              3      Less: liabilities
                                                                                    ----------
                                                                                     $
                                                                                    ~~----------~

              4      Less: reserves                                                  $
                                                                                    ---~---------
              5      Equals: total distributable proceeds (sum of lines I -4)       _$__________
              6      Less: Stampede Preferred Return llalnncc                        $
                                                                                    --------------~
              7      Less: Stampede Capital Contribution Bulance

              8      Equals: residual distribution amount (sum of lines 5 - 7)
                                                                                     $
              9      Residual distribution amount per percentage point of
                     Percentage Interest (line 8 + I00)                   $
                                                                                    ---------
             I0     Liquidnting Value of Stun1pcdc Mcmbcl'Ship lntcrcsf
             Jl     Stumpedc Preferred Return Balance (line 6)                       $
            12      Stampede Capital Contribution Ilalancc (line 7)                  $
                                                                                      ---------
            13      Stampede Percentage Interest (line 9 x 60.00%)
                                                                                    --------------
                                                                                    $
            14      Totnl (sum of lines 11 - 13)
                                                                                    --------------
                                                                                    ---------
                                                                                    $

            I5      Liquidating Value of Centurion Membership Interest
            16      Centurion Percentage lnl'erest (line 9 x 40.00%)



                              (This Space Left Blunk lntentionully. Signature Pugc Follows.I




FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF Ct1'1'lfHION Pf.COS TF.HMINAL LLC
6:Z11<117.<llSP/33032/0101107:Z1f5


                                                                                                          MR.171
           JN WITNESS WHEREOF, the Memhi:rs have executed this Certificate of Fnir Mnrkct Value as
   of U1c dnte first written nhove.

   MEMBERS:                                           CENTURION LOGISTICS LLC


                                                      By:_ _ _ _ _ _ _ _ _ _ _ _ _ __

                                                      Nnmc:
                                                              --------------
                                                      Title:_ _ _ _ _ _ _ _ _ _ _ _ __

                                                      STAMPEDE ENERGY, LLC


                                                      By:_ _ _ _ _ _ _ _ _ _ _ _ __




                                                     Title:




FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF Ct~TUIUON Pe.:cos Tmo11:'-l,\l. LLC
6211457,.U8P/3303ZID1DflD1ZH Ii


                                                                                               MR.172
                                                                                                                 FILED
                                                                                                     DALLAS COUNTY
                                                                                                    11/22/2017 1:55 PM
                                                                                                        FELICIA PITRE
                                                                                                     DISTRICT CLERK

                                                                                             Marissa Pittman
                                        CAUSE NO. DC-16-07706

CENTURION LOGISTICS LLC,                               §      IN THE DISTRICT COURT OF
individually and derivatively on behalf of             §
CENTURION PECOS TERMINAL LLC,                          §
a Texas Limited Liability Company,                     §
                                                       §
           Plaintiffs,                                 §
                                                       §
v.                                                     §
                                                       §
JAMES BALLENGEE, BALLENGEE                             §
INTERESTS, LLC, JOHN CALCE,                            §      DALLAS COUNTY, TEXAS
STAMPEDE TX ENERGY, LLC,                               §
CENTURION MIDSTREAM GROUP,                             §
LLC, CENTURION TERMINALS, LLC                          §
                                                       §
           Defendants,                                 §
                                                       §
and CENTURION PECOS TERMINAL                           §
LLC, a Texas Limited Liability Company                 §
                                                       §
           Nominal Defendant.                          §      44th JUDICIAL DISTRICT

          DEFENDANT/COUNTER-PLAINTIFF JOHN CALCE’S FIRST AMENDED
             COUNTERCLAIM AGAINST CENTURION LOGISTICS LLC AND
                      CENTURION PECOS TERMINAL LLC

           John Calce (“Counter-Plaintiff” or “Calce”) files his First Amended Counterclaim

complaining of Centurion Logistics LLC (“Centurion Logistics”) and Centurion Pecos Terminal

LLC (“Centurion Pecos”) (collectively, “Counter-Defendants”) and, in support thereof, would

respectfully show the Court as follows:

                                                 I.
                                          DISCOVERY LEVEL

           1.         Discovery in this matter is to be conducted under Texas Rule of Civil Procedure

190.4 (Level 3).




DEFENDANT/COUNTER-PLAINTIFF JOHN CALCE’S FIRST AMENDED COUNTERCLAIM
AGAINST CENTURION LOGISTICS LLC AND CENTURION PECOS TERMINAL LLC                              PAGE 1
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                                                                                                        MR.173
                                                 II.
                                           MONETARY RELIEF

           2.         Calce seeks both monetary and non-monetary relief. The monetary relief sought

by Calce is, at this time, over $100,000 but not more than $200,000. But the monetary relief

sought by Calce continues to increase as he is required to incur additional expenses in defending

himself against the claims brought against him in this lawsuit.

                                                    III.
                                                  PARTIES

           3.         Plaintiff Calce is an individual residing in Collin County, Texas.

           4.         Counter-Defendant Centurion Logistics is a limited liability company organized

under the laws of the State of Texas with its principal place of business in Dallas, Dallas County,

Texas. Centurion Logistics has made an appearance in this matter.

           5.         Counter-Defendant Centurion Pecos is a limited liability company organized

under the laws of the State of Texas with its principal place of business in Dallas, Dallas County,

Texas. Centurion Pecos has made an appearance in this matter through Centurion Logistics

bringing claims against Calce and the other Defendants derivatively on behalf of Centurion

Pecos.

                                                 IV.
                                       JURISDICTION AND VENUE

           6.         This Court has jurisdiction over this matter because the amount in controversy

exceeds the minimum jurisdictional limits of this Court.

           7.         Calce asserts that Dallas County is not a proper venue for this lawsuit pursuant to

Section 15.011 of the Texas Civil Practice and Remedies Code. The bases for such assertion are

set forth in Calce’s Motion to Transfer Venue. The Motion to Transfer Venue has been denied

and is an interlocutory order.

DEFENDANT/COUNTER-PLAINTIFF JOHN CALCE’S FIRST AMENDED COUNTERCLAIM
AGAINST CENTURION LOGISTICS LLC AND CENTURION PECOS TERMINAL LLC                                  PAGE 2
9513752.1/SP/38371/0105/112217

                                                                                                            MR.174
                                                V.
                                       FACTUAL BACKGROUND

           8.         On June 27, 2016, Centurion Logistics, individually and derivatively on behalf of

Centurion Pecos, filed its Original Petition complaining of Calce and the other Defendants.

Centurion Logistics has brought claims against Calce for (1) breach of fiduciary duty; (2) unjust

enrichment; and (3) aiding and abetting fraudulent concealment.

           9.         Plaintiff generally claims that Calce and the other Defendants carried out a

scheme that resulted in Centurion Pecos and Centurion Logistics losing their interest in the

Reeves County Property, thereby allegedly depriving such entities of the opportunity to construct

a railway terminal for the shipping of crude oil on the Reeves County Property. 1 Among other

things, Plaintiff alleges that Calce breached the fiduciary duties that he allegedly owed Centurion

Logistics as a manager of the company. See Pl.’s Orig. Pet. ¶¶ 36 – 42. Plaintiff further claims

that Calce took various allegedly unauthorized acts on behalf of Centurion Pecos. See id. ¶ 24.

           10.        On September 20, 2016, Calce filed his Motion to Transfer Venue and Brief in

Support Thereof and, Subject Thereto, Original Answer (the “Original Answer”). Since the time

of filing his Original Answer, Calce has incurred significant expenses in defending against the

claims that have been brought against him in the lawsuit.

CALCE’S RIGHT TO INDEMNIFICATION/IMMEDIATE REIMBURSEMENT                         OF   EXPENSES   FROM
CENTURION LOGISTICS

           11.        Calce is a manager of Centurion Logistics.        Section 1.1 of the Company

Agreement of Centurion Logistics (the “Logistics Agreement”) defines an “Indemnified Person”

as follows:



1
 The term “Reeves County Property,” when used herein, should be understood to have the same meaning
as the term is used and defined in Plaintiff’s Original Petition.

DEFENDANT/COUNTER-PLAINTIFF JOHN CALCE’S FIRST AMENDED COUNTERCLAIM
AGAINST CENTURION LOGISTICS LLC AND CENTURION PECOS TERMINAL LLC                                 PAGE 3
9513752.1/SP/38371/0105/112217

                                                                                                          MR.175
           “Indemnified Person” means (a) a Member or Assignee; (b) a Manager; (c) a
           Liquidator (if any); (d) any Affiliate of the Company, a Member or Assignee, a
           Manager, or a Liquidator; and (e) any governing person, officer, employee, agent,
           or owner of the Company, a Member or Assignee, a Manager, a Liquidator, or
           any Affiliate of any of the foregoing. A person is an Indemnified Person whether
           or not such person has the status required to be an Indemnified Person at the time
           any Proceeding is made or maintained as described in Article VI or at the time
           any amendment to this Agreement is proposed under Section 15.1.

See Section 1.1 of the Logistics Agreement (emphasis added). A true and correct copy of the

Logistics Agreement is attached hereto as Exhibit A. Calce, as a manager of the company, is

therefore an “Indemnified Person” under the Agreement. See id.

           12.        Section 6.2 of the Logistics Agreement is entitled “Indemnification by Company”

and provides as follows:

           To the fullest extent permitted by applicable law, and subject to Section 6.3,
           [Centurion Logistics] indemnifies and holds harmless each Indemnified Person
           from and against any Damages arising from any Proceeding relating to the
           conduct of [Centurion Logistics’] business or to any act or omission by such
           Indemnified Person within the scope of the Indemnified Person’s authority in the
           course of [Centurion Logistics’] business or for any misconduct or negligence on
           the part of any other person that is an employee or agent of [Centurion Logistics].
           An Indemnified Person’s expenses paid or incurred in defending itself against
           any Proceeding shall be reimbursed as paid or incurred. The right to
           indemnification conferred in this Article VI is not exclusive of any other right that
           any person may have or hereafter acquire under any statute, agreement, vote of
           Members, or otherwise.

See Ex. A § 6.2 (emphasis added).              Accordingly, pursuant to Section 6.2, Calce—as an

Indemnified Person—is entitled to immediate reimbursement of “expenses paid or incurred in

defending [himself] against any Proceeding.” See id.

           13.        Section 1.1 of the Agreement defines “Proceeding” as follows: “(a) any

threatened, pending, or completed action or other proceeding, whether civil, criminal,

administrative, arbitrative, or investigative; (b) an appeal of any such proceeding, and (c) any




DEFENDANT/COUNTER-PLAINTIFF JOHN CALCE’S FIRST AMENDED COUNTERCLAIM
AGAINST CENTURION LOGISTICS LLC AND CENTURION PECOS TERMINAL LLC                                   PAGE 4
9513752.1/SP/38371/0105/112217

                                                                                                            MR.176
inquiry or investigation that could lead to any such proceeding.” See Ex. A § 1.1. This Lawsuit

clearly constitutes a “Proceeding” under the Logistics Agreement.

           14.        Under the terms of the Logistics Agreement, Centurion Logistics is required to

reimburse Calce for any and all expenses paid or incurred by Calce in defending himself in this

lawsuit—as such expenses are paid or incurred. If it is ultimately determined that Calce is not

entitled to such payments, the Logistics Agreement expressly provides Centurion Logistics with

an appropriate remedy. See Ex. A § 6.3(c) (providing that “[a]ny payments made to or on behalf

of a person who is later determined not to be entitled to such payments shall be repaid by the

person to [Centurion Logistics].”).

CENTURION LOGISTICS’ REFUSAL TO REIMBURSE CALCE’S DEFENSE COSTS

           15.        On August 22, 2017, Calce—through his counsel—requested that Centurion

Logistics, pursuant to Section 6.2 of the Agreement, (1) reimburse Calce the full amount of

expenses that he had been invoiced as of July 31, 2017, plus an additional $50,000 to be applied

to future expenses as they are incurred; and (2) agree to reimburse Calce the additional expenses,

in excess of such $50,000 advancement, that he pays or incurs in his defense of the Lawsuit as

such expenses are paid or incurred (referred to hereinafter as the “Reimbursement Request”).

           16.        The Reimbursement Request provides that, “[p]ursuant to Section 6.3 of the

Agreement, Mr. Calce hereby affirms that it is his good faith belief that he has met the standard

of conduct necessary for indemnification under Section 6.3.” The Reimbursement Request also

provides that “Mr. Calce further agrees to repay any amount that is paid or reimbursed by

Centurion Logistics, pursuant to Section 6.2, if it is determined by a court of competent

jurisdiction that Mr. Calce did not meet the aforementioned standard or if indemnification is

otherwise determined to be prohibited by law.”


DEFENDANT/COUNTER-PLAINTIFF JOHN CALCE’S FIRST AMENDED COUNTERCLAIM
AGAINST CENTURION LOGISTICS LLC AND CENTURION PECOS TERMINAL LLC                             PAGE 5
9513752.1/SP/38371/0105/112217

                                                                                                       MR.177
           17.        Centurion Logistics denied Calce’s request for reimbursement.       To date,

Centurion Logistics has not reimbursed Calce any amount for the expenses he has paid and

incurred in defending himself against the claims brought against him in the Lawsuit.

CALCE’S RIGHT TO INDEMNIFICATION/IMMEDIATE REIMBURSEMENT                     OF   EXPENSES     FROM
CENTURION PECOS

           18.        When Centurion Pecos was initially formed, Calce was the sole manager of the

company. See the Company Agreement of Centurion Pecos (the “Pecos Original Agreement”),

which is dated effective September 12, 2014, a true and correct copy of which is attached hereto

as Exhibit B. Calce was also appointed as the president of Centurion Pecos. Such appointment

was effective as of September 11, 2014.

           19.        In November 2014, the First Amended and Restated Company Agreement of

Centurion Pecos (the “Pecos Amended Agreement”) was executed. A true and correct copy of

the Pecos Amended Agreement is attached hereto as Exhibit C. The First Amended and Restated

Company Agreement removed Calce as a manager of Centurion Pecos, but Calce remained the

duly appointed president of the company.

           20.        Section 1.1 of both the Pecos Original Agreement and the Pecos Amended

Agreement defines an “Indemnified Person” as follows:

           “Indemnified Person” means (a) a Member or Assignee; (b) a Manager; (c) a
           Liquidator (if any); (d) any Affiliate of the Company, a Member or Assignee, a
           Manager, or a Liquidator; and (e) any governing person, officer, employee,
           agent, or owner of the [Centurion Pecos], a Member or Assignee, a Manager, a
           Liquidator, or any Affiliate of any of the foregoing. A person is an Indemnified
           Person whether or not such person has the status required to be an Indemnified
           Person at the time any Proceeding is made or maintained as described in Article
           VI or at the time any amendment to this Agreement is proposed under Section
           15.1, provided such person had the status required to be an Indemnified Person at
           the time of the relevant actions referenced in the Proceeding.

See Ex. B § 1.1 (emphasis added); see also Ex. C § 1.1 (emphasis added).


DEFENDANT/COUNTER-PLAINTIFF JOHN CALCE’S FIRST AMENDED COUNTERCLAIM
AGAINST CENTURION LOGISTICS LLC AND CENTURION PECOS TERMINAL LLC                               PAGE 6
9513752.1/SP/38371/0105/112217

                                                                                                        MR.178
           21.        Moreover, Section 6.2 of both the Pecos Original Agreement and the Pecos

Amended Agreement is entitled “Indemnification by Company” and provides as follows:

           To the fullest extent permitted by applicable law and subject to Section 6.3,
           [Centurion Pecos] indemnifies and holds harmless each Indemnified Person from
           and against any Damages arising from any Proceeding relating to the conduct of
           [Centurion Pecos’] business or to any act or omission by such Indemnified
           Person, including any act or omission constituting negligence, within the scope of
           the Indemnified Person’s authority in the course of [Centurion Pecos’] business or
           for any misconduct or negligence on the part of any other person that is an
           employee or agent of [Centurion Pecos]. An Indemnified Person’s expenses
           paid or incurred in defending itself against any Proceeding shall be reimbursed
           as paid or incurred. The right to indemnification conferred in this Article VI is
           not exclusive of any other right that any person may have or hereafter acquire
           under any statute, vote of Members, or otherwise.

See Ex. B § 6.2 (emphasis added); see also Ex. C § 6.2 (emphasis added).

           22.        Like the Logistics Agreement, the terms of the Pecos Original Agreement and the

Pecos Amended Agreement require Centurion Pecos to reimburse Calce for any and all expenses

paid or incurred by Calce in defending himself in this lawsuit, as such expenses are paid or

incurred. Furthermore, also like the Logistics Agreement, both the Pecos Original Agreement

and the Pecos Amended Agreement provide Centurion Pecos with an adequate remedy if it is

ultimately determined that Calce is not entitled to such payments. See Exs. B and C § 6.3(c)

(providing that “[a]ny payments made to or on behalf of a person who is later determined not to

be entitled to such payments shall be repaid by the person to [Centurion Pecos].”).

           23.        To date, Centurion Pecos has not reimbursed Calce any amount for the expenses

that he has paid and incurred in defending himself against the claims brought against him in this

lawsuit.

           24.        The Pecos Amended Agreement identifies Centurion Logistics and Defendant

Stampede TX Energy, LLC (“Stampede”) as the only members of Centurion Pecos. Pursuant to

the Pecos Amended Agreement, Stampede is the majority-in-interest member holding a 60%

DEFENDANT/COUNTER-PLAINTIFF JOHN CALCE’S FIRST AMENDED COUNTERCLAIM
AGAINST CENTURION LOGISTICS LLC AND CENTURION PECOS TERMINAL LLC                                PAGE 7
9513752.1/SP/38371/0105/112217

                                                                                                         MR.179
membership interest in Centurion Pecos, and Centurion Logistics holds the remaining 40%

membership interest.

           25.        Stampede—on behalf of Centurion Pecos—has already agreed that Centurion

Pecos will reimburse Calce for the amount of expenses that he has paid or incurred (or will pay

and incur) in defending himself against the claims brought against him in this lawsuit. But

Centurion Logistics claims that Stampede was removed as a manager of Centurion Pecos on June

13, 2016. Stampede disputes the propriety of the alleged removal and does not recognize same.

Accordingly, Calce’s claim for contractual indemnification and reimbursement/advancement of

defense costs against Centurion Pecos is significantly intertwined with and dependent upon the

outcome of the competing declaratory judgment claims of Stampede and Centurion Logistics

regarding which entity has control of Centurion Pecos.

                                                  VI.
                                           CAUSES OF ACTION

                                 COUNT 1: DECLARATORY JUDGMENT

           26.        Calce restates and incorporates the allegations contained in the preceding

paragraphs.

           27.        As shown by the facts set forth above, Calce is entitled to indemnification from

Centurion Logistics and Centurion Pecos pursuant to the terms of such entities’ own company

agreements. Calce is further entitled to reimbursement of the expenses he has paid and incurred

(and those that he will pay and incur in the future), as such expenses are paid and incurred, in

defending himself against the claims brought against him in this lawsuit.

           28.        Calce therefore seeks a judicial determination that:




DEFENDANT/COUNTER-PLAINTIFF JOHN CALCE’S FIRST AMENDED COUNTERCLAIM
AGAINST CENTURION LOGISTICS LLC AND CENTURION PECOS TERMINAL LLC                               PAGE 8
9513752.1/SP/38371/0105/112217

                                                                                                         MR.180
           (a)        Centurion Logistics is required to reimburse Calce the expenses, including but not

                      limited to attorneys’ fees, that he has paid or incurred to date in defending himself

                      against the claims brought against him in this lawsuit;

           (b)        Centurion Logistics is required to reimburse Calce the expenses, including but not

                      limited to attorneys’ fees, that he pays or incurs in the future in defending himself

                      against the claims brought against him in this lawsuit;

           (c)        In the unlikely event that any liability be found on the part of Calce, Centurion

                      Logistics is required to indemnify Calce and hold him harmless from any

                      damages that relate to either (i) the business of Centurion Logistics and/or (ii) any

                      alleged acts or omissions that were purportedly taken or made by Calce in his

                      capacity as a manager of Centurion Logistics (not including any damages arising

                      from any conduct set forth in Section 6.3(a)(i)-(iv) of the Logistics Agreement);

           (d)        Centurion Pecos is required to reimburse Calce the expenses, including but not

                      limited to attorneys’ fees, that he has paid or incurred to date in defending himself

                      against the claims brought against him in this lawsuit;

           (e)        Centurion Pecos is required to reimburse Calce the expenses, including but not

                      limited to attorneys’ fees, that he pays or incurs in the future in defending himself

                      against the claims brought against him in this lawsuit; and

           (f)        In the unlikely event that any liability be found on the part of Calce, Centurion

                      Pecos is required to indemnify Calce and hold him harmless from any damages

                      that relate to either (i) the business of Centurion Pecos and/or (ii) any alleged acts

                      or omissions that were purportedly taken or made by Calce in his capacity as a

                      manager of Centurion Pecos (not including any damages arising from any conduct


DEFENDANT/COUNTER-PLAINTIFF JOHN CALCE’S FIRST AMENDED COUNTERCLAIM
AGAINST CENTURION LOGISTICS LLC AND CENTURION PECOS TERMINAL LLC                                     PAGE 9
9513752.1/SP/38371/0105/112217

                                                                                                               MR.181
                      set forth in Section 6.3(a)(i)-(iv) of the Pecos Original Agreement and Pecos

                      Amended Agreement).

                 COUNT 2: BREACH OF CONTRACT (CENTURION LOGISTICS)

           29.        Calce restates and incorporates the allegations contained in the preceding

paragraphs.

           30.        The Logistics Agreement constitutes a valid and enforceable contract. Centurion

Logistics breached the Logistics Agreement by failing to reimburse Calce the amount of

expenses he has paid and incurred in defending himself against the claims brought against him in

this lawsuit. Calce performed, tendered performance of, or was excused from performing any of

his obligations under the Logistics Agreement.

           31.        As a result of Centurion Logistics’ breach, Calce has suffered actual damages.

Calce is entitled to recover such damages from Centurion Logistics.

                     COUNT 3: BREACH OF CONTRACT (CENTURION PECOS)

           32.        Calce restates and incorporates the allegations contained in the preceding

paragraphs.

           33.        The Pecos Original Agreement and the Pecos Amended Agreement constitute

valid and enforceable contracts. Centurion Pecos breached the Pecos Original Agreement and

the Pecos Amended Agreement by failing to reimburse Calce the amount of expenses he has paid

and incurred in defending himself against the claims brought against him in this lawsuit. Calce

performed, tendered performance of, or was excused from performing any of his obligations

under the Pecos Original Agreement and the Pecos Amended Agreement.

           34.        As a result of Centurion Pecos’ breach, Calce has suffered actual damages. Calce

is entitled to recover such damages from Centurion Pecos.


DEFENDANT/COUNTER-PLAINTIFF JOHN CALCE’S FIRST AMENDED COUNTERCLAIM
AGAINST CENTURION LOGISTICS LLC AND CENTURION PECOS TERMINAL LLC                              PAGE 10
9513752.1/SP/38371/0105/112217

                                                                                                         MR.182
                                                 VII.
                                            ATTORNEYS’ FEES

           35.        Calce restates and incorporates the allegations contained in the preceding

paragraphs.

           36.        Pursuant to Section 37.009 of the Texas Civil Practice and Remedies Code, Calce

seeks an award of his reasonable and necessary attorneys’ fees and costs incurred in prosecuting

his declaratory judgment claim and for any appeal.

           37.        Calce is further entitled to and hereby requests judgment for his reasonable and

necessary attorneys’ fees incurred in bringing this counterclaim and for any appeal pursuant to

Section 38.001 of the Texas Civil Practice and Remedies Code. Calce either has or will present

his claim to Plaintiff or to a duly authorized agent of Plaintiff in accordance with Section 38.002

of the Texas Civil Practice and Remedies Code.

                                               VIII.
                                       CONDITIONS PRECEDENT

           38.        All conditions precedent to maintaining this action have occurred and been

satisfied or have been excused or waived.

                                                     IX.
                                                   PRAYER

           Counter-Plaintiff John Calce requests that, upon final hearing, Calce have judgment

against Counter-Defendants Centurion Logistics LLC and Centurion Pecos Terminal LLC as

follows:

           1.         A declaration that Centurion Logistics is required to reimburse Calce the
                      expenses, including but not limited to attorneys’ fees, that he has paid or incurred
                      to date in defending himself against the claims brought against him in this
                      lawsuit;




DEFENDANT/COUNTER-PLAINTIFF JOHN CALCE’S FIRST AMENDED COUNTERCLAIM
AGAINST CENTURION LOGISTICS LLC AND CENTURION PECOS TERMINAL LLC                                  PAGE 11
9513752.1/SP/38371/0105/112217

                                                                                                             MR.183
           2.         A declaration that Centurion Logistics is required to reimburse Calce the
                      expenses, including but not limited to attorneys’ fees, that he pays or incurs in the
                      future in defending himself against the claims brought against him in this lawsuit;

           3.         A declaration that, in the unlikely event that any liability be found on the part of
                      Calce, Centurion Logistics is required to indemnify Calce and hold him harmless
                      from any damages that relate to either (i) the business of Centurion Logistics
                      and/or (ii) any alleged acts or omissions that were purportedly taken or made by
                      Calce in his capacity as a manager of Centurion Logistics (not including any
                      damages arising from any conduct set forth in Section 6.3(a)(i)-(iv) of the
                      Logistics Agreement);

           4.         A declaration that Centurion Pecos is required to reimburse Calce the expenses,
                      including but not limited to attorneys’ fees, that he has paid or incurred to date in
                      defending himself against the claims brought against him in this lawsuit;

           5.         A declaration that Centurion Pecos is required to reimburse Calce the expenses,
                      including but not limited to attorneys’ fees, that he pays or incurs in the future in
                      defending himself against the claims brought against him in this lawsuit;

           6.         A declaration that, in the unlikely event that any liability be found on the part of
                      Calce, Centurion Pecos is required to indemnify Calce and hold him harmless
                      from any damages that relate to either (i) the business of Centurion Pecos and/or
                      (ii) any alleged acts or omissions that were purportedly taken or made by Calce in
                      his capacity as a manager of Centurion Pecos (not including any damages arising
                      from any conduct set forth in Section 6.3(a)(i)-(iv) of the Pecos Original
                      Agreement and Pecos Amended Agreement);

           7.         Judgment against Centurion Logistics for the amount of expenses, including
                      attorneys’ fees, paid or incurred by Calce in defending himself against the claims
                      brought against him in this lawsuit;

           8.         Judgment against Centurion Pecos for the amount of expenses, including
                      attorneys’ fees, paid or incurred by Calce in defending himself against the claims
                      brought against him in this lawsuit;

           9.         Judgment against Counter-Defendants for Calce’s reasonable and necessary
                      attorneys’ fees incurred in pursuing this counterclaim;

           10.        Judgment against Counter-Defendants for pre- and post-judgment interest as
                      provided by law;

           11.        Judgment against Counter-Defendants for Calce’s costs of suit; and

           12.        Such other and further relief to which Calce may be justly entitled.


DEFENDANT/COUNTER-PLAINTIFF JOHN CALCE’S FIRST AMENDED COUNTERCLAIM
AGAINST CENTURION LOGISTICS LLC AND CENTURION PECOS TERMINAL LLC                                   PAGE 12
9513752.1/SP/38371/0105/112217

                                                                                                              MR.184
                                          Respectfully submitted,


                                          /s/ David N. Kitner
                                          DAVID N. KITNER
                                          State Bar No. 11541500
                                          david.kitner@strasburger.com
                                          CHASE J. POTTER
                                          State Bar No. 24088245
                                          chase.potter@strasburger.com
                                          STRASBURGER & PRICE, LLP
                                          901 Main Street, Suite 6000
                                          Dallas, TX 75202-3794
                                          (214) 651-4300
                                          (214) 651-4330 Fax

                                          ATTORNEYS FOR DEFENDANTS
                                          JOHN CALCE, CENTURION MIDSTREAM
                                          GROUP, LLC, CENTURION TERMINALS,
                                          LLC, AND STAMPEDE TX ENERGY, LLC

                                 CERTIFICATE OF SERVICE

        The undersigned counsel certifies that on the 22nd day of November, 2017, a true and
correct copy of the foregoing was forwarded to all known counsel in compliance with the Texas
Rules of Civil Procedure.

                                          /s/ Chase J. Potter
                                          Chase J. Potter




DEFENDANT/COUNTER-PLAINTIFF JOHN CALCE’S FIRST AMENDED COUNTERCLAIM
AGAINST CENTURION LOGISTICS LLC AND CENTURION PECOS TERMINAL LLC                     PAGE 13
9513752.1/SP/38371/0105/112217

                                                                                                MR.185
EXHIBIT A




            MR.186
                       COMPANY AGRF:F:MF:NT

                                   OF

                         Centurion Logistics LLC

                    a Texas Limited Liability Com pan~'

                       Effoctivc September· 16, 2013




THE MEMBERSHIP INTERESTS REPRESENTED BY THIS AGREEl\ilENT HAVE
NOT BEEN REGISTERED UNDER ANY SECURITrns LA ws AND MAy NOT HE
SOLD,   PLEDGED    OR   OTHERWISF:  TRANSFERRF.D     ABSENT     SUCH
l~EGISTl~ATION OR AN EXEMPTION THEREFROM.       THE TRANSFER OF
rvmMBERSIIIP INTERESTS IS FORTHER RESTRICTED B\' ARTICLI~'. x OF THIS
AGREl<:MENT.




                                                                        CALCE01478
                                                                           MR.187
                                                   T AHLE OF CONTENTS

                                                                                                                                             Page

AH.TIC~ LE      l DEFINITIONS ........................................................................................................ t
     1. l.        Delined Tcnns ......................................................................................................... l
     1.1.          Usage ..................................................................... .................................................. 4

ARTICLE fl ORGANIZATIONAL MATTERS ...................................................................... 5
    2.1.            Fonnation ................................................................................................................ 5
    2.2.            Naine ....................................................................................................................... 5
    2.3.            Registered Office and Agent; Principal Office ....................................................... 5
    2.4.            Tenn ........................................................................................................................ 5
    2.5.            Purposes .............................................................. ...... ........................... .................... 5
    2.6.            Po\vers ..................................................................................................................... 5
    2.7.            Co1npany Properly ................................................................................................... 5
     2.8.           Initial l'vlc111bers ............................. .......................................................................... 6
    2.9             Options to Acquire Additional Uni1s ....................................................................... 6
     2.10           Consent of lvfanagers ............................................................................................... 6
    2. l 1.         Status of Managers and Members .......................................................................... 6
    2.12.           Unit Certificates .......................................................................... ,........................... 6
    2. l J.         No State Law Partnership ........................................................................................ 6

ARTICLE III CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS .............................. 6
  J . l.   Initial Capital Contributions .................................................................................... 6
  3.2.     Additional Capital Contributions ............................................................................ 6
  3J .     Capital Accounts ............................................................................................... ...... 7
  3.4.     No Right to Return of or Interest on Capit~tl Account ........................................, ... 7
  3.5 .    Me1nbcr Loans ............................... .................................................................. .. ...... 7
  3.6.     i\1e1nber Notes ......................................................................... ................................ 7

ARTICLE IV ALLOCATIONS AND DISTRIBUTIONS ....................................................... 8
  4.1.    Allocation of Profit ()r Loss ..................................................................................... 8
  4.2.                                    or
          Disnibutions Distributable Cash ......................................................................... 8
  4.3.    \Vithholding ............................................................................................................. 8
  4.4 .   Limitation on Distributions ..................................................................................... 8
     45.             No Right to Partition or Distributions in Kind ........................................................ 9

ARTl(~LF.        V l\ilANAGEiVIENT............................................................................................... ~ ... 9
     5. I .        Management and Control of Company Business .................................................... 9
     5.2.          Delegation of Authority ......................................................................................... I 0
     5.3.          Limitations on Manager Authority ........................................................................ 10
     5.4.          Reliance ................................................................................................................. 10
     5.5.          Co111pens<1tion and Expenses of Members and Managers ................................. .... 10
     5.6.          Standards of Manager and Member Conduct ........................................................ 10
C0:\11'.\'\\ Al;HH:\IDl OF C•:'>ll HIO:\ Loc;JSTICS LLC
                                                     P _\(;E i




                                                                                                                                                        CALCE01479
                                                                                                                                                           MR.188
     5.7.            Resignation, Removal, an<l Replacement of Manager ......... ................................. 11

ARTICLE VI LIABILITY AND INDEMNIFICATION ....................................................... 13
  6. l.   Limitation of Liability ........................................................................................... 13
  6.2.    [ndcmnitication by Company ............................... ,. ............................................... 13
  6.3.    Conduct Not Protected .......................................................................................... I J
  6.4.    Insurance ............................................................................................................... 14
     6,5.           Survival ................................................ .,............................................................... 14

AH.TICLE VII BOOKS AND RECORDS; REPORTS .......................................................... 14
  7.1.     tvlaintcnance or and Access to Books and Records ........, ...................................... 14
  7.2.     Fiscal Year ............................................................................................................. 14
  7.3.     tinancial and Operating Reports ........................................................................... l 4
  7.4.     Tax Reports ........................................................................................................... 15
  7.5.     Transmission of Communications ......................................................................... 15

AH.TJC~LE       VIII TAX l\1ATTERS ............................................................................................. 15
     8.1.         Tax Classification .................................................................................................. 15
     8.2.         Company Returns .................................................................................................. 15
     8.3.         Tax Elections ......................................................................................................... 15
     R.4.         Consistent Reporting ................................................................................... ,......... 16
     8.5.         Tax Proceedings .................................................................................................... 16
     8.6.         Information and Documents to Company ............................................................. 16

ARTICLE IX MEETINGS AND VOTING OF MEMBERS ................................................. 17
  9.1.    iv1cetings ................................................................................................................ 17
  9.2.    Voting .................................................................................................................... 17

ARTICLE X TRANSFER OF MEMBERSHIP INTERESTS............................................... 17
  I0.1 .  Limitation on Transfers ......................................................................................... l 7
  I 0. 2. Permitted Transfer of !V1embership Interest ......................................................... 18
  l 0.3.  Conditions to Permitted Transtcrs or Membership Interests ................................. 19
  l0.4.   Hfoctive Date; Distributions................................................................................. 19
  I 0. 5. Transferor's Obi igations........................................................................................ 20
  l 0.6.  !\ssigncc's Rights and Obligations ........................................................................ 20
  I 0. 7. Effect and Consequences of Prohibited Transfer .................................................. 20
  I 0. 8. Agreements of Spouse: Sok Management Community Properly ......................... 21

ARTICLE XI ADl\illSSION OF NE\V ~IEMBERS ............................................................... 21
  11. 1.  Substituted Members ............................................................................................ 21
  11 .2.  Additional Members .............................................................................................. 22

ARTICLE XII WITHDRAWAL OR IU:MOYAL OF MEMBERS ..................................... 22
  12.1.   Withdrawal of Members ........................................................................................ 22
  12.2.    R~moval of ivkmbers ............................................................................................ 23

C0.\11' ' ·' " AGIU'.DIL\T OF C1sn IUO\ l.OClST!CS LLC
                                                                   P \CE   ii




                                                                                                                                                     CALCE01480
                                                                                                                                                        MR.189
     l 2.3.         Optional Redemption of l'vlembership Interest.. .................................................... 24
     12.4.          Status oi" Fonner Member ...................................................................................... 24

ARTICLE XIII WINDING lJP AND TERMINATION ......................................................... 2-t
  l 3.1.  Events Requiring Winding Up .............................................................................. 24
     13.2.          Winding Up Procedut'cs ........................................................................................ 24
     Ll.3.          Continuation Without Winding Up ....................................................................... 25
     114             Liquidation of Assets and Application and Distrihulion nf Proceeds ................... 25
     13.5.          Certificate of Termination ..................................................................................... 26
     l 3.6.         Rcinstaletncnt ........................................................................................................ 26

ARTICLE XIV VAl,U1\TION .................................................................................................. 26
  l4. l.                             or
          foir Value Company Property .......................................................................... 26
  14.2.   Fair Value of Membership Interest. ...................................................................... 27

ARTJC:LE XV (;ENERAI, PllOVISJONS .............................................................................. 28
  15. I.   J\n1end1ncnts.......................................................................................................... 2 8
   15.2.   Notice .................................................................................................................... 28
   l 5.3.  Governing Law; Consent to Jurisdlction ............................................................... 29
  15.4.    Waiver ................................................................................................................... 29
  15.5.    l ~ntire 1\grcc1nent .................................................................................................. 29
   15.6.   Successors and Assigns ......................................................................................... 29
   15.7.   ·rhird-Parties .......................................................................................................... 29
   15.8.   Scverabi!ity ............................................................................................................ 29
  15.9.    Construction .......................................................................................................... 29
   15.10.  Execution of Agreement ..................... ., ................................................................. 30
   15.11.  Further Assurances ................................................................................................ 30
   15.12.  Po\vcr of 1\ttorney ................................................................................................. 30

EXHIBIT A MEMBEHS' CONTRIBUTIONS AND PERCENTAGE INTEl{ESTS ......... 32

EXHIHIT B SPOUSAL .JOIN DER AND CO!\SENT ............................................................... l

APPl•:NDIX A PRINCIPLES OF ALLOCATION ............................................................... A-t
   A.l      lntroduction ......................................................................................... " .............. 1\-l
   A.2      Definitions ........................................................................................................... A·\
   A3       Capital Accounts ............................................................................... .................. A-4
   A.4      Allocations of Net Profit and Nel Loss ............................................................... 1\-5
     AS              ·rax Allocations ................................................................................................... .1\-8




Cm1l'.\'\ Ac1u:Dus1 or CD irmo\ Lo(;1sncs LLC
                                                                  r.\(;~:   iii




                                                                                                                                                  CALCE01481
                                                                                                                                                     MR.190
                                    COM PANY AGREEMENT
                                             OF
                                  CENT URION LOGISTICS LLC

        Th is agreement ("Agreement'') is entered into el't"ective HS  or    September 18. 201] (the
""IJfoctive Date"). by the persons identilied 0 11 the signature pag,e(s) hereo f.

                                           RECITALS

       1\.      rhe Company was fo rmed pursuant to a Certificate 0r Formation lilcd with             th~
Sccn:tary of State of the Stale or Tcxas effective as ol'S1;ptcmber 16. 2013.

         13.   I hl' parties desire to provide for the regulation <'Intl managemerH of the affairs or
th\.! Company accorJing to this Agreement and the Code.

       NOW, l'I IEREFORE, the parties agree as fo llows:

                                          ARTICLE I
                                          DEFI NITIONS

        1.1.   Defined Ter111s.

        I he following definitions and the defrnitions sci forth in Appendix A to this Agreement.
apply to the terms used in this Agreement Cor· all purposes.

       ··Additionul Capital Contribution" means the sum of cash and the Fair Value or art)'
property contributed to the Company \'v ith respect to a Membership Interest as permitted under
this Agreement. but docs 1101 include an Initial Capital Co11lrib111io11.

       ·Additional Member" means a person whll nt:quires a Membersh ip Interest from the
Company in exchange for a Capital Contribution and is admitted to the Compnny as a Member
pursuant to Section I 1.2 artcr the Effective Date.

       ··Arfiliatc'' means a person who di rectly or indirectly contro ls. is controlled by. or is
under common control with the person in question.

       "Agrei.:ment" means this Agreement. as it ma) he amended. supplemcmed or restated
from time lo time.

       "Assig,ni.£' means a person to who111 a Membership lnten.:st has been transferred by tt
Member or Assignee in a Permitted Transfer. or in a Prohibited I rrmsfer that the Compan} is
required by la\\ to recognize. but who has not become a 1ember.

        "Capital Contributi on" means the sum or the Initial Capital Contribution tmd Additiona l
Capitul Contributions. if a ll). with respect to a Membership l ntl?I'C'il.


                                                                                             Ex 1111111 /\
                                                                                      11~()84~\2   2111201,1


                                                                                                               CALCE01482
                                                                                                                  MR.191
     ""Certificate or Formation·· me::ins thl: ccrti licnte or lormatio11 li led with respect to tht:
Company as provided in Section 2. 1. as such certificate may be corrected. amended. or restated.

     ··ce11ilicate or Membership Interest" means a certificate rcpn:scnting each Membe(s
Mcmhersb ip Interest in a form approved by 1hc Mnnagers.

       ··code·· means the Texas 13usiness Orgnnizations Code. as amended from time to time.
nnd any successor law,

      ··companv··          m eA n s   the limi ted liability company fo rmed   plll'S U\llll lo   the Certificate    or
Formation.

        "Control" means the possession. directly M indirectly. of the power to direct or cause thi.:
direction of lhc managenhml and policies or a person. whether through ownership of voting
securities. by contrnct. m otherwise.

         "Damages" means any expense or loss (including any court costs, judgment. or
settlement payment, penalty. fine, tax, and reasonable attorney"s fees or other di spute resolution
costs ) pa id or i11cmrcd in connection with or us H consequence of any Proceed ing. net of any
insurance or other recoveries received by thiJ lndcmniliecl Party with respec t to the foregoing.

         ··Distributable Cash.. means the cash and cash equ ivalents held by t.he Company
(dctermined in accordance with its accounting policies lbr reporting cash !lows), less any amount
o l' such cash that the Managers determine shoulu be reLained for the nwso1iable currcnl and
future needs of the Company business.

         ··f:ffective Date·· means the effccti\'c dale of thi s Agreemcm as set fo rth                         111   the
i1Hroductio11 to this Agreement.

        "Fair Value" means, with respect to an asset. its Fair Value tktcrmined according to
Article X I V.

     ··Formation Oat..:·· means the effecti \'c date M the original Certificate               or Formation or the
Company.

          ··Jndemnilicd Person·· means (a) a Member or Ass i gnee~ (b) a Mn11nger. (c) a Liquidator
(i t' any): (d) any Afliliate or the Compan). a Member or Assignee. n Manager. or a Liquidator:
and (e) any governing person. officer. employee. agent. or owner or the Company. a Member or
Assignee, a Manager, a Liquidator. or any A f!i liatc or any of the fo regoing. J\ person is un
lndemniiied Person whether or not such p~r:so n h<i · the s latus required to be a 11 lndenmificd
Pt:rson at the time any Proceeding is mm.le or maintai ned as described in Article VI or at the time
any amendment to this Agreemt!nt is proposed 1111dcr Section 15.1.

          "Index Rate" means the rate spec ified in section 302.002 or the Texas rinance Code.



C 0\11',\ \\ A G llt:f'. \ H.\I 0 1 C..' rl Hl 0" LOG IS I H'S LLC                                          EX llllll I' A
                                                                                                     1150848,21 12 21'14




                                                                                                                             CALCE01483
                                                                                                                                MR.192
       ··[nitial Capital Contribution'' means the sum of any cash and the Fair Value of any
property contributed to the Company by a Member with respect to a Membership Interest in
connection with the original issuance of the Membership Interest by the Company as set forth on
Exhibit A or determined pursuant to Section 11.2.



        '"LR.(,'_," means the Internal Revenue Code ol' 1986. as amended. or any successor thereto.

        "Liquidator'' is defined in Section 13.2(b).

        '"Manager'" means the person designated as manager of the Company in the Certificate or
l,.ormation. any person who becomes a Manager hereunder_ including a replacement !Vlanagcr.
and the Members when they arc acting pursuant to Section 5.7(e), in each case in such pcrson ·s
capacity as Manager and for the period that such person has such capacity. ··Managers" means all
persons that arc design&ti::d ns <\ Ivlanagcr. collectively.

       ·'Mandatory Distribution" means any distribution that a Member is entitled to receive and
as to which the Member has attained the status of a creditor under Section I 01.207 of the Code.

       .. Member" means any person identified as a member on Lxhibit A, and any other person
who becomes a mcrnher ot' the Company pursuant to this Agreement. who has not ceased to be a
tv1embcr. ·'Members·· means all persons that arc Members, collectively.

        "Member Notes" is defined in Section 3.6.

        "Membership Interest'' means a Member"s or Assignee's economic interest in the
Company. The term includes the Member's or Assignee's right to rc:ceive allocations or profits
and losses Md distributions as described in Article IV, and other i"ights and obligations under this
Agreement or the Code of an Assignee who bas not bccn admitted as a Member. but does not
include any right to participate rn management or any other right reserved under this Agreement
or the Code exclusively to a Member.

         ··Percentage Interest"" means, as to any rvlernber or Assignee. the tv!embership Interest of
th\.'. Member or Assignee expressed as a percentage. \Vhich percentage shall be determined from
time lo time by dividing the number of Units held by such Member or Assignee by the Cnils held
by a\'1 Members and Assignees.

       ··Per111iued Transfer'" means any transfer of a Membership Intcrest that      rs described              in
Section I0.2.

       "'Proceeding'· means (a) any threatened. pending. or completed action or other
proceeding. whether civiL criminaL administrative, arbitrative. or investigative: (b) an appeal or
any such proccedjng: and (c) mt inquiry or investigation !hat col!ld lead to any sueh proceeding.



CO\IP,\:'>' ,\Glu:nH:Sr m CC\j l f!IO;\ l,()(;ISTIC"S LLC                                       F:~llllll'I'   A
                                                                                      11 SOK.\S1·2 2-' I 1 '~0 I.\




                                                                                                                     CALCE01484
                                                                                                                        MR.193
        ··Prohibited Transfer" means any lnmsfcr of a lvfembcrsliip !n1ercst that is not a Perm ilted
Transt'er.

        "Requisite Perccnta~e·· means one or more Members owning more than seventy ~Ive
percent ( 75.0%) oC the Percentage Interests owned by all t-.1le111bers entitled to vote on the
particular issue.

        ··substituted    M~rnbt!r ..
                                means a person who is admitted as a Nfernher to the Company
pursuant to Section 11.1 with respect to the transfer of an existil1g rvkrnbership Interest.

        ··Units" means units of Membership Interest in the Comp11ny.

        1.2.    Usag~.


        In this Agreement. unless a clear contrary intention appears:

        (a)     the singular number includes the plural number and vice versa:

       (b)     refei·cnce to any person includes such person's successors and assigns but, ii.
applicable, only if such successors and assigns arc not prohibited by this Agreement, and
rdcrencc to a pcr.-;on in a particular capacity excludes such person in any other cupacity or
indiv:duatty;

        (c)     reference to any gender includes the othc1· gender and the neuter;

      (d)    rckrencc to any agreement or other document means such agreement or other
document as amended or modified and in effect from time to time;

        (c)     relercnce \o any sUHute, regulation. or other legal requirement means such legal
requi1·eme11t as amended. modified, codilied, replaced, or reenacted. in whole or in purl, and in
cffec~ from time to time. including rules and regulations promulgated thereunder. and refcn:nce
Lo any section or other provision of any legal requirement meims !hat provision of »uch legal
requirement Crom time to time in effect and constituting the substantive amendment,
modltication, codification. replacement, or reenactment of such section ()f other provision:

       (t)     "hereunder." '"hereof:' '"hereto:· and words of similar import refer to this
;\grccment as a whole <llld not to any particular Article, Section. or other provision herco(

         (g)    .. inclL1ding" (and with correlative meaning ··include") means inc\Liding without
limi ting the generality of any description preceding such term:

         (h)    ..or..   is used in the i11clusive sense of ..and/or"':

        (i)     with respect to the determination of any period o( time. ··from.. 111cans ··frmn and
including'" and ··to"' means ..to but excluding"; nnd


                                                                                              F:XlllBl r A
                                                                                      i l5()RH12 :?.'1212014




                                                                                                               CALCE01485
                                                                                                                  MR.194
      (j)     relcn:.-11ccs to agree111ents or other documents refor as wel l in nil addenda. exhibits.
schcduks, or amendrnt> nls thereto.

                                                ARTICLE II
                                         ORGAN IZATIONA L MATTERS

      2. 1.   Formation. rhe Comprul) \HIS formed pursuant lo !he Ccl'liticntc of Formation or
the Company filed with the l't!xas Secretary of State effecti ve as oft he Formation Date.

        2.2.   Name. The Company"s name is as set forth in the Cert ification or Formation.
The Managers may change the Company name at any time without the apprnvu l of any Member
by liling a Certificate of ;\111cndment. fhe Managers shall provide notice or the change to all
Members. -n1c Company's business may be cuntlndcd under its name and/or any other name or
names deemed advisable by lhe Managers. The Man<1gers shaU cause to be executed and fi led of
record all assumed or fictitious name certificates required by la\\.

         1 "·
         -·-'       Registered Office and A!!ent Principal 011ice.

       (a)    The stree t address of the initial registered office o f the Compan) in Texas and the
nnme of the initial registered agent or the Compuny are as set l'orth in the Certificate or
Formation. The Managers may change the Company's registered oflice m registered agent tlt
any time by liling a Change of Registered Agent and/or Registered Office as provided in the
Code. The Managers shall pro\'ide notice orthe change to all Members.

         (b)     fhe address or the principal onice of the Company in thl? United States where
rt.:cords are to be kept or made avai lable under Section 101.501 of' the Code shall be as
determined by the Manag.crs. The Managers may change the Company's principal office in the
llnitt:d States at any tline ttpon notice to the Members. The Company shall keep at its registered
olfa.:e and make available to a Member on re11so1wble request the street address or the
Company's principa l oftic0 in the United States.

       2.4. Term. The Company will ex ist pcrpctunlly and will continue until term inated in
accordance with Article XIII.

       2.5.   Purposes. I he purposes of the                     Co mpan~   are to cngag.c in uny activities that arc
permitted under applicable laws.

       2.6.    Powers. Subject to any limirutions in thi s Agreement. the Company may exercise
the power to do any and nil acts reasonably rclat~'d to its purposes.

          2.7.      Compnnv Property.

        (a)    /\ II Compan) pro pert) shall be O\\ ncd in the name ol" the Compan~ and not in the
name of any Member. No Member or Assignee \\ ill hfl\ e an} inleresl in such Company property
solel) by reason-ol'the Member' s status as a Member.


Ct>\11' \ '\ \ A<;ttU.\I I '\ I m C t·:' 11 KIO'\ LOG ISTIC 'i L LC                                            Ex111u11 1\
                                                                                                      11 50R48' 2 ~1 1 21211 11




                                                                                                                                  CALCE01486
                                                                                                                                     MR.195
       (b)     The i\-lanagers shall deposit or invest all fonds of the Company in an account or
accounts in the name of the Company. No funds other than the funds of the Co111pany ma:y be
deposited therein. The funds in such accounts shall be used e,Xclusivcly for the business of the
Company (including distributions to the Members) 11nd may be withdrmvn only by persons
approved by the Managers.

          2.8.    Initial Member$.. In connection with the formation of tire Company, the persons
executing this Agreement as of the Effective Date ("Initial Members'') arc mimitted to th0
Company as Members. The number of Units held by each of the Initial Members as or the
1--:ffeetivc Date arc set forth next to the Initial Members~ nmncs on Exhibit ..A.''

        2.9.   Consent of Members. Each person executing this Agreement consents to the
admission as members in the Company all of' the Initial Members and all other persons who are
Members as of the date such person executes this Agreement and further consents Lo the issuance
of additional U11its as provided in Section 2.9.

         2.. l 0 Status of !vlanagers and Members. Lxeept as otherwise provided by this
Agreement, the tv1anagers have the status, rights. and obligations of a manager in a lim:ted
liability company as set forth in the Code, and each Member has the status, rights, and
obligations of a member in a limited liability company as set fo1th in the Code.

        2.11 . Unit Certificates. Each Me111bcr"s Units may be represented by a Unit Certificate.
If Unit Certificates are issued, each Unit Certificate shall be number<.!d and registered in the
records of the Company as they are issued, and signed by any of the Managers. The holder or
any Unit Certificate shall promptly 11otit)· the Company of any loss or destruction of the
certificate, and the Managers shall cause a replacement certificate to be issued to the holder upmt
receipt or satisfactory evidence ol' the kiss. destruction. or mutilation or the certificate and
satisfaction of other reasonable conditions.

        2.12. 1\o State Lav,' Partnership. The Members inknd that the Company is not a
partnership or joint venture,. and that no Manager or Member is a partner or a joinL \·enture1· of
any other Manager or Member for any purposes other than income tax purposes. No provision
of this Agreement may be construed to suggest otherwise.

                                  ARTICLE III
                    CAPITAL CONTJUBlJTIONS; CAPITAL ACCOUNTS

         3. I.    Initial Capital Contributions. Each Mernber" s Initial Capital ContribLttion is set
f(}1th DllEx hi bit A.

        3.2.    Additional Capital Contributions. A Member is not required lo tnake Additional
Capital Contributions to the Company. No Member has the right ot is permitted to make
Additional Capital Contributions unless (a) all of the lvfanagers and a Requisite Percentage
approves sLtch -Additional Capital Contribution after notice to all Members of (i) the amount ol'
\he 1\dditional Capital Contribution to be made and (ii} other material information relevant to the

                                                                                              E.:\HHllT A
                                                                                      I 151J1l~8\1 ~ 'I ~,1111~




                                                                                                                  CALCE01487
                                                                                                                     MR.196
proposed Additional Capital Contribution. and (b) all Members arc afforded an opportunity to
participak in the Addi tional Capital Contribution in accordance with their rclath e Percentage
Interests.

       3.J. Capital Accounts. The Company shall establish a separate Capital Account for
each Member and Assignee. The Capita l Accounts shall be maintai ned accord ing to the
provisions oi' Ap_pcndix !\.

        JA.       No Right to Return o f or Interest on Capital /\ccouut. No Member may demand
or receive lllc return of its Capiwl Contribution or· any portion o f i.ts Capital Account. except as
provided in thi s Agreement and lhe Code. The Managers do not bave any personal liability lor
the repayment of any Capital Contributions of any t!ember. No interest \Yill accrnc or be paid
with respc<.:t to the Capi tal Corltrlhutions or Capital Account o l' any Member.

         3.5.     Member Loans. Su ~ject lo the approva l of nil ol' the Managers, the Company 11Hl)
borrow money from one or mon: Members Lo the extent the Managers deem Hppropriate to the
Clilld uct or the Ct)lllpany business 011 tenns that comply wi th the requ irements or Section 5.6(c)
(re lating to related party trnnsactions). The amlH111 l of any loan made to the Company by a
Member \\ ii I not constitute a Capital Contribution or othern ise affect such Member" s C'npitnl
Account or Membershir Lnten::st.

         3.6.    Member Notes. In connection with the execution or thi s Agreement. the
Company expects to issue promissol') 1wtes to certain Members in connection with assets that
rile Members have trnnsfcrred 10 the Company or expenses that the Members have incurred on
behalr or the Company ("Member Notes"). For Cc:deral income tnx purposes. the Members
intend thnt each Member Note be characterized as a preferred membership interest (equity) in the
Company. thnt a holder's right to any interest or original issllc discount on the Member 1 ote be
charnctcriled as a right to a distributi ve share of Company income and not as a guara111t•ed
payment under l.R.C'. Section 707(c ). and th al all payments with respect Lo the Member Note be
cha111ctcrized as a distribution \\ ith respect to a membership interest. Allocations of profit or loss
and lax items as pro,·ided in Section 4.1 and Section A.5 or Appendix 1\ sha ll be aqjusted as
necessary, as determined by lh\! Managers, l o rctkct Lhe preferred membership interest dccmt!d
to be held by the holders of the Member Notes. 1:or thi s purpose. the fvkmbers intend that only
net profit or nel loss. and onl) net taxable income or loss (rather than items thereof). for an)
all ocation period wil l be nllrn:ated with res pect to the Member otes. fo r exampk, irthere is net
\frxable income fo r the period from Lhe issue date o f the Member Notes through the end ol' 2009.
it is intenckd that such net wxnble income \\"ill be nllocated to the Member Notes holders to the
extent or nny accrued interest or original issue discoum on the Member Notes. und If there is a
11 ~t taxable loss for s uch period, it is intended that such net taxable loss will be ul locmed first to
the Members to the extent ol' their Capital Contdfrntions fi nd then 10 the holders or the Member
Notes.




( ' 0 \1 PA"\\   /\(;nn . \11."\ I   Of. CF"\ 11   !U0:-1 LO<: ' " I IC'S LLC                    F::-; 1m11 1 A
                                                                                         I l~IJ~~l!11 2   l l1ll l l~




                                                                                                                        CALCE01488
                                                                                                                           MR.197
                                   ARTICLE IV
                           ALLOCATIONS AND lllSTRIBUTIONS

       4. l . ~!location of Profit or Loss. Subject to Section_~Q. Company profits and losses
shall be allocated among the l'vkmbcrs and Assignees in accordance with the provisions of
Appendix A or as is determined by the Managers. The l\ilembcrs are aware of the income tax
conscq uences 0 r the allocul i(.rns.

       4.2 .   Distributions of Distributable Cash .

         (a)     Except as otherwise provided in Section 4.3 (rdating to \Vithholding), Section 4.4
(relating to Einitatiolls on distributions). or Section 13.4 (relating to liquidating distributions).
any Distributable Cash shall be: distributed not later than the 3011' day after the end of each fiscal
((L1arter to the Members and Assignees according to their Percentage Interests unless othcnvise
determined by the Managers. The Managers may provide for a record date with respect m
distributions.

        (b)    To Lhe extent it may lawfully do so. the Company shall make distributions to
Members and Assignees in accordance with Section 4.2(a) and Section ! 3.4(a)(iii) at such times
and in such nrnounts as the ivfanagers determine is sufficient to enable Members and Assignees
t<) make payments of tax due (including any applicable interest and penalties) with respect to
their allocable shares ol' the Company's taxable income. Unless the Managet's determine
otherwise. the taxes due ti..w each Member and Assignee shall be calculated by assu111ing that the
Jvfember or Assignee is an individual taxed at the highest lax rate <lppl icable to the type ol'
income involved.

        4.3_ Withholding. The Company shall withhold from distributions, or pay on behalf of
a :-.1cmber or Assignee, all amounts that the Managers detennir\e the Company is required to
withhold or pay on behalf ol' sueh person (including tt:dcral and state income lax withholding).
All amounts so withheld from distributions are deemed to have heen distributed to the person
otherwise entitled to receive the amount so withheld. To the extent an amount is paid by the
Company on hehalf of a Member or Assignee but not vvithheld from a distribution. the amount
paid constitutes <\ loan to such Member or Assignee. Such loan bears interest at the Index Rate
and is repayable on demand or. at the election of the Managers. is repayable out of distributions
to which such Member or i\ssigncc would otherwise be entitled.

        4.4.   Limitation on Distributions.

        (a)     The Company may not niake a distribution to a Member or Assignee if it would
r1;11der the Company insolvent. determined in accordance with Section 101 .206 of the Code. A
Mt:mb~r 01· Assignee \vho receives a distribution in violation or Section l 01.206 of the Code is
not required to return the distribution except as required in Section I 01.206 of the Code.

       (b)     1·11e Members shall look solely to the assets of the Company for any distributions,
including liquidating distributions. If the assets of the Company remaining after the payment or

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                                                                                                                     CALCE01489
                                                                                                                        MR.198
discharge, or the provision !'or payment or discharge, ot' the Company liabilities are insufficient
to make any distributions, no 0.'fember has any recourse against the separate assets of any o'. hcr
:Vkmbcr.

        4.5. No Right to Partition or Distributions in Kind. No Member has any right, and
waives any right that it might 'Othcnvise have. to cause any Company property to be partitioned
and/or distributed in kind. Except as provided in Section l_J .4( d) (relating to liquidating
dis1r(butions), the Company may not make any distributions in kind.

                                                  ARTICLE V
                                                 MANAGEMENT

         5.1.     Management and Control of Company Business.

       (a)    Subject to the limitations set forth in this .Agreement. the Managers bavc
exclusive authority to manage and conduct the Company' s business. The Managers shalJ do all
things appropriate to carry mtt the Company's purpose. Except as otherwise provided in. this
Agreement, al! actions that the Managers may lake and all determinations that the Managers may
inake pursuant to this Agreement rnny be taken and made in the absolute discretion of the
MarnJgers.

         (b)     The initial ivlanagcrs of the Company are; John Ca\ce. Antonio Albnnese, and
Marc Marrocco. Each Manager will serve as a Manager until his successor is appointed pursuant
to Si;:ction 5.7(t).

       (c)     The Members may not take rart in the management or control or the Company
business or bind the Company in their capacity <is Members. A Member may have the status of a
Man<iger or governing person or a Manager or the Company and may possess and exercise the
powers and authority nssociatcd with such status.

         (d)    l'vleetings of the fv1anagcrs shall be held from time to time as determined by the
Manage~.    Managers may particirate ln any meeting by means or video or audio conferencing or
similar communications equipment where.by all Managers can hear each other. No notice of any
meeting of the Managers is required to be given. At all meetings of Managers. the presence of a
majo:·ity of the Managers shall be necessary and sufflcient to constitute a quorum for t11e
transaction or business unless a greater number is required by this Agreement, la\v or the
Certiticate of formation. Fach Manager will have one vote, 1:xcept as otherwise provided in
this Agreement. the act of a majority of the Managers present at a meeting at which a quorum is
present shall be the act of the Managers. If a quonun shal I not be present at -any meeting or
Managers, the Managers present may adjourn the mee1ing from time to time, \Vithout notice
othef than announcement at the meeting, until a quorum shall be present.

       (e)    Any action reqt1ired by the C ode to be taken at any annual or special meeting of
Managers. or any action wl1ich rnay be taken nt any annual or special meeting of '.vfanagers. may
be taken without a meeting. 'vithm1t prior notice. nnd without a vote. if a consent or consen;s in

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                                                                                                                CALCE01490
                                                                                                                   MR.199
writi ng, setting fo rth the action so taken, shall be signed by Managers having not fe\\'er thnn thi.:
minimum number orvotes req uired lo approve such act ion under the Code, the C'ertilicate or this
Agreement. A focs imi le or simi lar reproduction of a writing signed by a Manager. shall be
regarded as signed by the Managers for purposes of this Section 5. 1(e).

          5.2.      Delegation of Authority.

       (a)     The Managers may cause the Company to hire employees and agents. and mny
delegate to such persons any of its authority here under. as the Managers deems appropriate fur
the conduct of the Co1:npany · s business.

         (b)     The Managers may nppoi nt officers or the Company as the Managers deem
appropriate. The officers may be appo inted fo r such terms and may exercise such powers and
authority and perform such duties as determined by the Managers. An oflicer need not be a
Member of the Company. Any two or more offices may be held by the same person. Any
ofli cer elected oi· appointed by the Managers may be removed. with or without cause. al any ti nee
by the Managers. Each officer will hold ofti ce until his successor is chosen amt is qt1alificd in
his stead. or until his death, resignation. or removal fro m office. Any vaca ncy in an office
because of death, resignation, removal, or otherwise may be filled by a person appointed by the
Mrmagers. An orficer has Lhe snme fiduciary duties as a Mannger as descri bed in Section 5.6.

        5.3.   Reliauce. Persons dealing with the Company may re ly concl usively on the
authority of the Ma nagers as set forth in thi s Agreement. 8very document executed by a
Manager wilb respect to a11y business or property o [ the Company is conclusive evidence in
favor or any person relying on the document lhal (a) al the time 0 r the execution and delivery or
the document this Ag1·ee111ent was eftective, (b) the document was executed in accordance wi th
th is Agreemen t and is binding upon the Company. and (c) the Manager \vas authorized 10
execute and deliver the document on behalr of the Company.

        5.4.     Compensation and Expenses or Members and 1v!anagers. Members and Managers
are not ent itled to any salary, fee, or otber remuaeralion (other than distributions with respect to
the Member's Membershi p Interest) fo r providing property or services or other consiclerali on to
or for the benelit or the Company in their capacity as a Member ll r Manager. except that the
Managers are entitled lo re imbursement from the Company fo r reasonable oul-ol:pockct
expenses paid or incurred on behalf' or the Company. The Company shall pay all out-of-pocket
costs incurl'ed in organizing tbe Company. This Section 5.5 does not limit or enlarge the
Mrmager's or a Member's rights to li abili ty protection or indemni licat ion under Article VI, and
does not limit the Company's abi li ty lo enter into tra nsactions with Members in thei r capacities
other than as Membe rs in accordance with Section 5.6(c ).

          5 .5.      Standards of Manm.!,er and Member Conduct.

      {a)     In General. Each Mrnrnger shall manage and conduct the Cornpnny"s business in
good faith and in a manner the Mam1ger reasonably believes to be in the Compuny's besL


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                                                                                                                       CALCE01491
                                                                                                                          MR.200
interest. A ~vtanager docs not violate its obligations under this Section 5.6(a) or· the Code unless
the Nlanagcr engages in conduct described in Section 6.3(a) (relating tn improper conduct),

        (b}     Outside Activities of Managers and Members. Each iv1anagcr shall devote to the
Company's alfairs only such time and n:somccs as the Managers deem necessary for the conduct
and winding up of the Company business. The Managers and Members or their Assignees may
engage il} or have an interest in other business ventures of every nature and description,
imlepL:11dently or with others. i11duding the ownership and opernti011 ol' busim:sse-:; :-;itnilar tu or
in competition with. directly or indirectly, the Company. Neither the Company nor any Member
or i\s5[gnee has. solely <IS a result ot' such person's interest in the Company, any right to acquire
any rights in or to any such other business venture or to the income or rrofits derived from any
such other business venture.

        (c)    Related Party Transactions. Except as otherwise provided in this Agreement, the
Managers, \Vhen acting: on behalf of the Company, may purchase property from. sell properly to,
or otherwise deal with any Manager. Member. or J\ssignee, acting on its o\vn behalf. or any
Affiliate of any Manager, Member. or Assignee, btit any such tr~msaction shall be on terms t!141t
are no less favorable to the Company than if Lhe transaction had been entered into with an
independent third party. No provision or this Agreement requires disclosure of any transaction
lo, and approval of the transaction by. any disietcresled governing, persons of the Company or
the tvkmbers as provided in Section l 01.255 of the Code.

         5.6,       Resignation. Removal, nnd Replm:ement of Manager.

         (a)     Resignation. ;\ Manager may resign as manager of th1; Company only upon
no tire to all Members. If there is no resignation. date specified in the notice. or if the specified
date is earlier than 90 days following the date the notice is given to tvtcmbers (..notice date"), 1he
Manager's resignation is effective on the 9011i duy follo\ving the notice dale. If the specified
resignation date is later than 180 days alter the notice date, the Manager's resignation is effective
on the 180'1' day fol\O\ving the notil:e date. !\ Manager is deemed to have resigned as manager of
the Company upon the following events:

                    (i) any event specified in Section 153.155(<1)(4} or Section 153. 155(a)(5) or
        the Code (relating to bankruptcy or insolvency proceedings wi1h respect to a general
        partner). applied as if tl1e Manager were a general partner:

                 (ii)    if the Manager is an individual. the Manager' s death, the appointment of a
         guardian or general conservator for the Manager, or a judicial determination that the
         Manager is. incapable of per!onning the Manager's duties under the Agreement: or

                 (iii)   if the tv{anagcr is an entity, the termination   or 1he lvlanager's existence or
         suspension of the Manager's right to do business.




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                                                                                                                    CALCE01492
                                                                                                                       MR.201
        (b)     Removal for Cause. A Manager may be rcmo\'ed as rnanagc1· ol' the Compan)
onl) llpon the nflirmati\·e Oil: or a Requisite Percentage if there is cause for remo,·al as speci fieu
in Section 5. 7(c) and the Company has rece ived a written opinion of counsel that:

               (i)     cause fo r removal as speci licd in Section 5.7(.U exists: and

              (ii)     the n.:moval of the Manager is not prohibited under any loan agreements.
       contmcts. or other applicable legal requirements.

        (<.:)  Ddinition or Cause.        Cause fo r removal l'Xists only ir one or more             or lhi:
l'ollowing comii tions has occurred:

               Cil     there has been a change in Control    or the Manager:
                (ii)   a tinal judgment orH coun of compelentjuri ·diction has been entered thnt
       the Manager's removal is necessary to comply with any requirements, conditions, or
       guiddines contai11ed in any opin ion, di r0c1ive, order, ruling, or regulation or any federal or
       state agency or judicial authority or contained i11 any l'cdcrnl or state statull.!.

       (d)    Status of fo rmer Manager. /\ Manager \\ho has resigned in violation of this
Agreement 0 1· who has been removed has the status of' an J\ssignce with respecr lo any
Mcmber~h ip Interest held by the former Mm1uger.

       ( e)   Interim Management. Duri ng the period lhal the Members mny elect a
replacement Manager as provided in Section 5.7(1) and prior lo such election (or an election 10
\\ind up the Company). the Members may by vote of a Requisite Percentage appoint an interim
manager having authority to manage and cond uct the Company"s business as the Manager as
provided herein. Ir an interim Manager is not appointed. the authority to manage and conduct
lht! Cornpany·s business is vested in the Members who may act b)1 vote of a Requisite
Percentage. and -.vho may by vote of a Requisite Pcrcentnge appoi111 fl com mittee or one or more
persons lo excrcise the authority of the Manager until such lime as a replacement Manager is
elected or the Company commences winding up. The Members shall lilc any required
amendment · lo this Agreement or Lhe Certi ficale of Formation to reflect lhe resignation or
removal or the rormer Manager and the appointment of the interim Manager or the conversion of
the Company lo a member-managed limited li11bility company, and all Members approve any
such amendments.

         (I)      Election or Ri.:plaeement Manngcr. l fa Manugcr dies. is disabled. resigns. or is
remo\'ed ns 1hc manager of the Company. "ithin 90 days IOI lo\\ ing such demh. disablement.
resignati(111 or removal a Requisite Percentage may elecl a ri.:'placement Manager ol" the Company
cffccti ve as ol' the date or the fo rmer Manager· s death, d isnble111ent. resignation. or removal. The
Managi:rs shal l lile any requ ired amendmen ts tt1 thi s Agreement lo renect the denlh. d i sabtcm~nt.
resignnlion, or removal of' the fmrner Manager and the election urthe replace1m:nt Manager.




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                                                                                                                    CALCE01493
                                                                                                                       MR.202
                                           ARTICLE VI
                                 LIA BILITY AND INDEMNIFICATlON

          G. I. I.imitation or LiabiliL\. No Member or Manager is liable fo r any debts.
obligations. or liabilities of the Company. Su~jcct to Section 6.3. a11 lndem nilicd Person is 1101
liable to the Company or an> other Indenmi lied Person for an) Damages arising from an)
Proceeding rela1ing to the conduct of the Company·s business or rdating to nny at:l or omission
by the Indemnified Person within the scope or the Indemnified Person's ;;1uthority in the course
of th\'! Company's business, including any breach or any fiduciary duties. or for any misconduct
M negligence on the part or any other person who is an e111ployee or agent or the Company.


       6.2.    lndc111nification by Cornpan\ . ·1Cl the fu llest extent permitted by applicable la\ .
and subject Lo Section 6.3. the Company indemnifies and holds hnnnkss each lndenrnilied
Person from and against any Damages arising from any Proceeding rclnting lo the conduct or the
Company·s business or to any act or omission b. such Indemnified Person within the scope or
the Indemnified Pcrson·s authority in the course of the Compan>·s business or for an}
misconduct or negligence on the part or any other person that is an employee or agent of the
Company. An Indemn ified Person· s expenses paid or in(;urred in defend ing itself against an)
Proceeding shall be reilllbmsed as paid or incurred. The right to inde11111ifi1.:atio11 confe rred in
this Article VI is not exclusive or any other right that any person may have or hereafter acquire
under any statute, agreement. vote of Members, or otherwise.

         6.J.     Conduct Not Protected.

        (a)    This Article V I does not operate to limit liability or lo indcmnif) a person to thl'
extent the person is found liable pursuant to a final j udgmcnl of a courl of <.:Ompetent jurisdiction
l ~)r:


                  (i)      an ad or omission that involves gross negligence, intentiona l misconduct,
         or a knowi ng violHtion of law:

                 (ii )  o tmnsfer or attempted transfer or all or a porlion of n Membership Interest
         in a Prohibited Tran fer. a Manager's resignation in Yiolation of' Section 5. 7(a}. or a
         Member ceasing to be a Member in' iolauon or Section I?. I(a):

                (ii i) a willful or reckless material breach of this Agreement or any oLht:r
         agreement rcluting to the Company's business; or

                  (iv)     un act or omission for which i11de11111ification is prohibited by law.

          (b)     No provision of this Agreement requi res 1he Company lO puy or incur any amount
!'or which indcmnilication is not permitted under this Article VL

        ( c)   t\11r payments made to or Otl bd mlr or H person who is Inter determined not lo be
emit led to such payments shall be repaid by t'h<:: person to the Compan). The Company mny

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                                                                                                                       CALCE01494
                                                                                                                          MR.203
requi re. as n cond ition tn the paymt'.!111 nf' any amounts pu rsuant to Section 6.2. that thL'
Indemnified Person proviue to the Cornp(lny (i) a wriuen affi rmation by the Indemnified Person
of !he person·s good faith belier that the person has met the standard of conduct necessary for
indemnification under this Section 6.J: and (i i) a \Hillen umlertnl-.ing b) or on behal f of the
Inde111ni fkd Person to repay the amount paid or reimbursed i !" the person has not met that
standurd or if indemnitication is otherwise prohibited by law.

       6.4.    Insurance. rl1c Company may maintain insurance to protect any person ngain 1
any expense, liability. or loss. \\ hether or not the Company would ha\·e the power IO indemnil)
such person against such expense, liabi li ty, or loss under the Code.

       6.5. Sun ival. The indemnities provided for in this Agl'ccment survive the transfer ul'
itn Indemnified Pcrson· s Membership Interest. the ten11ina1ion of 1he pel'son· ::. status as a
tvkm ber or other status giving rise lO classification as an Imkmni lied Person. and the
termination of thi s Agreement nnd the Company.

                                                          ARTICLE VII
                                             BO OKS AN O R ECORDS; RlW OlffS

         7.1 .   Ma intenance or and Access to Books unu Record s. The Compnny shall mainta in
such books and records regarding the Company's business and properties as is reasonabk
includ ing all books and record:; 1~qu i !'ed under the Code. Each Member shall ha\ c access th~reto
during ordinary business hours lo tbe extent and under the conditions provided in thl.! Code.

         7.2.    Fiscal Year. ·1he Company shall adopt the cn lendnr year as ils fiscal yenr !'or
linanc ial and tax accounting purposes.

        7.3.     Financ ial and Operating Reports. As soon as practicable after the end or euch
liscnl year. but in any event nol later lhun 90 days nftcr the end ol' the fiscal year, the Managers
shall dcli\·er lo each Member Rn annual report containin~ the fo ll owi ng:

          (n)  a Company balance sheet as of the encl of such liscnl year. and Compa ny
statements or income. cash !lows. and changes in Members· equity fo r such fisca l year. each in
reasonable detail and [Jrepnrcd according to United Slates generally accepted accounting.
pri111.:iples:

       (b)     a general description of the Compan; ·s ac tivities during such fiscal year and
business plans for the succeeding year; and

          (c)    a stmement of clmnges in the Member's Capital Accoum (sho\\1ng the balance in
tlH: Mernber·s Capi tal !\ccnl!nl as l)I' the beginning of the t'lscHI year. contributions or
distributions dt1ring the yccll'. allocations of prolits and losses during the year, any other
~1dj u s1ments to the Capital J\ i:c:ount bala1ices during the year. and the balance in the C11 pita l
Account as of the end of Lhc ycor).



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                                                                                                               CALCE01495
                                                                                                                  MR.204
       7.4.     rax Reports.

       (!\)    Not later 1ha11 the date (including extt:nsions) for Jiling 1he Con\pany" s tax return
with the Internal Revenue Service (form I065 ), the Managers shall del iver to each person who
was a Member or Assignee at any time during the period covered by the return all information
necessary ror the preparation of such person· s United States fCJcrnl income tax returns. including
a Form 1065 Schedule K- 1 (if applicable).

       (b)     Upon the \\l'illen req uest of any Member or /\ ·signee, the Managers shall delivcl'
to such person information necessary !'or the preparat ion of' any tax returns tlrnt must be ti led hy
such person. including i11km11a1ion necessa ry lo r estimating and paying estimated t11xes.

        7.5. Transmission orCommunications. Each person who holds n J\krnbership Interest
on behalf or. or fr>r the benefit of. another person or persons shall be responsible fo r coll\·eying
any report. notice. or other communi cation received concerning the Company' s nffairs to such
other person or persons.

                                        ARTICLE        vnr
                                         TAX MAT TERS

        8.1. Tax Classilication. The Members intend th<1l lhl! Company be classi fied HS a
partnersh ip fo r federal inl'omc tax purposes. The Managers shall lake all actions as are or may
be reasonably necessary or appropriate to ensure the Co111 po11y is so classi lied (including the
filing or l!lcct ions or tax returns). No Manager, officer. or Member sh alI take any action
inconsistc111 with the t:lassilication or the Company as a partnership for lcdcrnl income tax
purposes.

        8.2. Company Returns. The Managers shall cause the Compan) lo file such tax
returns ns may be req uired by law.

        8.3.   Tax Elections,

         (a)     General. Except as othcrn ise provided in this Agreement. the Managers shall
cause thi:! Company 10 timely make or revoke all elections, and take all ta:< reporting positions.
necessary or desirable for the Company and l o maxim ize the tax benefits 10 the Members. No
elec tion shall be made to have lite Compa1i.. exc luded from the applicatilm of any provision ur
Subchaptcr K or Lhe I. R.C. or any equivalent tax provision in any other ta:-; jurisdiction.

        ( b)     Section 75·1 l~kction. The Co111pnny shal1 make the election rclc m;d to in £.R.C:.
Secti on 75..i. upon the request of any Ml!mber in connection with a transfer or the Member· s
Mem bcrshi p Interest.

         (c}   S11fe I !arbor Election for Conrnensatorv Ml!tnbcrship Interests. If Proposed
T reastir) Regulation 1.83-3( I) is adopted as a temporary or ll11al regulation. the Company shall
make the safe harbor election descri bed in such regulations. nncl the Company and each Member


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                                                                                                                  CALCE01496
                                                                                                                     MR.205
(including anr person to whom an intere t in the Compan) is lransll!t'l'ccl in connection with the
perfornu1111.:c of ser\ ices) shall comp!) "ith all requirements ol'the safe harbor with respect to all
Membership lnterc:sls transferred in cc11mectio11 'vvith the pcrlormance or services while tile
dection remains effective. The Managers shall prepare. execute, and tile any requi red
docu1nentarion to cause the election to bt: effecti,·c. Ille Managers may terminate the safe hnrbor
election nt any time if it determines in ~ood faith that it is in the best interests or the CO IUf>Hll~
and the Members to do so.

       8.-1. Consistent Reporting. Each J\rfember shall, on the Member· s ta:-. returns. treat
ench partnership item (as delined in l.R.C. Section 623 1{a)(3)) in a manner consistent wi th the
treatmem or the item on the Company's return in all res pect~. including 1he amount, timing, and
character of the item. No Member shall file a request !or an administrative Cldjusunenl of
partnershi p items under l.R.C. Section 6227(a) if such request would cause 1he Member"s
treatment orthe item to be im:onsistent with the treatment or the item 011 the Company 's return .

          8.5.      Ta-: Proceedini:ts.

        (u)      The Managers shnll be the Compnny·s tax matters partner as dclinetl in l.R.C.
Section 623 1. and shall take such actions as are required to be designated lhe ta~x matters partner
under applicable ·1rcasury Regulntions. The tax mallers partner shall n:presem the Company in
connect ion with all exami11<1tions o f the Company's tax returns by tax authorit ies. includ ing
adm inistrati ve and judicial proceed ings to contest any proposed adjustments. Subject to Section
8.5(c). the tax mn1te1·s partner has the exclusi vi.: right to conduct Proceedings relating lo
C'ompa11:, taxes and to determine whether the Company (either on its own bcha lr or on bchall' of
the Members) will contest or continue to contest a11y lnx dt:liciencics assessed or proposed to be
assessed by any taxing authority. The tax mailers partner shall keep 1he Members informed on a
timely basis or all material developments with respect lo an) such Proceeding. Each Memhcr
shall cooperate with the tax malters partner and do or refrain fro m doing all things reasonably
requested by tJ1e tax niatters pnrlner with respect to lhe conduct or any Company tax Proceeding.

         (bl     The tax mailers partner may not bind any other ~ ! e mber Ill n selllerncnt agreement
rd,1ting. to laxes without obtaining the written concurrence ot\ uch Member.

        (c)     A n~ dclicienc) for taxes imposed on a Memb~r (including penalties. additions Lo
tax or interest impo~ed with respect to such Laxes) shall be pnid by such Member nnd. if paid or
required lo be p<1 id by the Campany. is rel':overnblc l'n:>1n such Me mber pursuant to Section 4.3 ur
by other legal means.

       (d)     This Section 8.5 and Section 8.6 Sll r\' i\' C' the termination nr Lhe Company and the
termination of any Member's interest in the Company and r~· main bincling for a period or lime
necessary Lo resolve all tax mailers with applicable taxi ng authorities.

        8.6.     Information and Documents lo Company. Each Member shall timdy pro\'ick to
1h1: Company all information and documents thnt such Member is required to provide by
nµplic nblc tnx requi rements. and shall also pro\'idc to the Co111pa11: upon request such additio11al

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                                                                                                                     CALCE01497
                                                                                                                        MR.206
inrormation and documents as the Managers may n:asonably request in co11ncction with the
Cotnpany's cotnpli ance with appl icable l!\X req uirements or fil i11 g of nny permitted tax e l ecti on~.

                                                      ARTICLE IX
                                 MEETINGS ANO VOTI NG OF MEMUF.l~S

         9. 1.      Meetings.

          (a)    Meetings of the Members mny be calletl nt any 1i1ne by the Monogers or b) one or
more Members holding at least 75.0% or the Percentage Interest held by Members. Meeting~
slHl ll be held al the Compa ny's principnl place of business or at suuh other reasonable plat:e set
forth in the notice of the meeting.

       (b)     A ny action lhat may be wkcn at a Members' meeti ng may be taken \\ ithout
holding a meeting if Members having al least the Requisite Percentage interc:;l that would be
necessary to lake the action al a meeting. in which em:h Member entitled to vok on the action is
present and votes. ·ign a \Hillen consent or consents stating the action taken.

        (c)     Except as otherwise prO\ idcd in this /\grcement, meeting notices nnd procedurt:s.
including procedures for obtnining written consents in lieu of'a 1111.:cting. shall be in conformity
with Chaplers 6 and 10 I ( 11) of the Code. Sections l 0 l.353 through J 01.356 or the Codi.:
(relating to quorum and minimum voting requirements) shall not apply 10 the extent such
provisions are inconsistent wi th this Agreement. The Managers ~re solely responsible for
conveni ng and conducting meetings of the Members. conducting. the solicitati on of consents.
                                                                           or
determ ining the vnlidity and effect of responses to any solicitation consents. and determining
01hc1· matters regarding meetings. voting. and consents.

         (d)     Notke of 1hc results of any vote taken at a meeting. or the results or any
solicitation of consents in li0u of a mt:eling. shall be given to the Members not later than ' vi th the
delivery of the nex t fo llmvi ng report of tinaneial information given pursuant to Section 7.3.

       <>.2.  Voting. A Member may vote at a meeting in person. or by a proxy executed in
writing by the Member and received by the Managers prior to the time when the votes or
Members are to be counted. The provisions or the Code pertai ning to the vnlidity and use or
proxies by shareholders or i] corporation govern the validi ty and use or pro~ies given by
Members. Only Members of record on the date of the meeting (or if the vote is conduc1cd
withou1 a meeting then on the dalt: of the notice soliciting the Member consents) may vote.

                                                        ARTICLE X
                                TRANSFER OF MEMBERSlllP INTim ESTS

          l 0. 1.   Li111i1ation 011 Transfers.

         (a)    The term "transfer:· when used in rcl'erenct to a lranster of a Membershi p
l rncrest. means un assignment (whether \Oluntat'ily. in,·oluntmily. ur by operation uf la\\ un<l


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                                                                                                                    CALCE01498
                                                                                                                       MR.207
whether or not effective under this Agreement) or all or any portion of a Member" s or Assignee ·s
Membersh ip Interest. or a11y interest therein, to another person, and incl udes a sale. assignment.
conveyance. gi ft. exchange. or other disposition. a transfer by merger or other business
combinat ion. a transfer pursuanl lo bankruptcy. insolvency, incapacity. or death, and any pledge.
bypothecut ion. or other encumbrance. A redemption or a Member' s or Assignee·s Membership
Interest pursuant to Section 12.J is not a transfer of the Me111bershi p Interest. A transfer does not
include a 1ransfer of a community property or other interest in a Membership Interest from a
fo rmer spouse of a tvlembet' to the Member pursuant lo the death of !hi.! former spouse or in
connection with the termination of the marirn l relationship.

        (b)     No Member may transfer all or any porti.on of its tvlcmbcrship Interest unless the
transfer is a Perrn.itled Trnnsler. /\. transfer of a Membership Intercsl that is not a Perm illed
Transfer is a Prohibited Transfer.

         (c)     A change of Control or any Member conslitules a transfer         or Lhe   Membership
In terest held by such Member.

          I0.2.     Perm itted Transfer of Membership Intercst.

         (a)     A transler of a Membership Interest is a Permilled Transl'er only if the transfer
satis lies the cond.itions set rorth in Section I OJ and is described in one or more nl' the following
paragraphs of lhis Section:

                   (i)        the transfer is approved by al l of the Managers:

               (ii}      ii' the Member is a corporation. the transfer is to a member              \)r   the
         Member' s affilinted group (as defined in I.R.C. Section I504(a));

                 (iii )   ir the Member is a trustee or one or more employee benefit plans. the
        transfer is to a co-trustee or a successor trustee to suc h pl~ans; or

                (iv)    i f the Member is an individual, the lransrer is to 1he Member"s estale.
        testamentary trust, nr lega l representati ve as a result of the Member· s death or
        adjudicat1on of incapacity in managing its person or affairs. or the transler is ton member
        of the Member"s fam ily. directly or in trust.

       (b)     Upnn a Permitted Transfer by a Member or al l of its Membershi p Interest. the
Member ceases to be a Member ns o f the effective elate of the lransJer determined according to
Section I 0.4.

       (c)     Fot purposes of Section 10.2(a)(iv). a Member's family means lhe Me111ber"s
spouse (exc luding a forn1er spouse), children. grandchildren. pm·ents, and gfandpr,lrenls. A
person·s legally adopted chi ld is treated as hi s chi ld,




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                                                                                                                  CALCE01499
                                                                                                                     MR.208
        10.3. Conditions Lo Permitted Trnnslers of' Membership lntcrcsts. Wi thout limiting tlie
Mrnrngcrs· authoril) ll> with hold approval fo r the transfer or a Membersh ip Interest. a transfer
shnll not be a P~ nnittcd Transfer un less the \ilam1gcrs determi n~ tlun ull of the following
conditions are smistied:

        (a)       The transfer complies with all applicable laws. including uny applicable securities


       ( b)     rhc transfer \\ii l not cause the C\1rn1x111) to be 1reMed as other than a partnership
for United States ledernl income tax: purposes.

       (c)   The trnnsl'cr will not cause the Company to be subject to regulation under the
Investment Compa ny /\ct of 1940. as nrnendeJ.

       (d)    The translcr \\ill not cause any as'>ets of the Company to be deemed ..plan assets'·
under the Einplo) ce Retirement Income Security 1\cl of 197-l.

       (e)     The trnnsrer will not result in <1 tern1inalion or the Compn11) under l.R.C. Section
708. unless the Managers determine that such lcnninution wi ll not have nn adverse impact on the
Mt:mbers.

       ( I)    The trans for will not cause the application or the Lax-exempt use property rules or
l.ltC. Sections t68(g)( I )( H) and 168(h) lo the Company or its Members. unless the Managers
determine that such rules wi ll not have an adverse impact on the Members.

        (g)     fhc transferor and transferee ha\'c delivered to the Compnny a1\)' documents thul
tile Managers request to confirm that the transfer satis lies the requirements orthis Agreement. to
gi\'e effect to the trunsle r. and to conlirm the transteree· s agreement lo be bound by this
Agreement ns nn Assignee.

      (h)      If requested by the Managers. thl' Company has received a tnms le r lee in a11
amount determined b) the Mmrngers to be S\ll'liCil.!nt to reimburse the Company for the estimated
expenses like!) to be incurred by the Company in connection with such trnn ·ter.

        I 0.-l.   Effective Date: Distributions.

         (a)      1\ Perm itted Trnnsfer or a Membership Interest is effcctiv1.: as ol' the lirst day or
the calendar month fol lo\ving the calendar rnuntli during \\-hich the Mamtgers receive notice M
such transfer (in such fo rm and manner as the Managers may require) unless the Managers
determine that the transfer should be ef't'cctivC' as of an earlier or later date ( l~ir example. on an)
date 1he1ranslcr is clli:cti ve as a matter ofs1arc la\\. or wherethe notic~ ()ftransfer specilies thm
the tt"ansfer is to be effective on a future date}.




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                                                                                                                          CALCE01500
                                                                                                                             MR.209
         (b)     Distributions with respect to a transrerrcd Membership rntercst tbot arc made
be l'orc lhe effective dale o r the lransrer shall be paid l tl the trans feror. aml uis1ributio11s mad1:
nlh:r such date shull be paid lo lhe Assignee.

          tc)        Effecti ve as or the effective date of n mrnsfer or a Membership Interest. the
Munagcrs shall amend Exhibit A lo reflect the reducti on in the trnnsteror' s Percentage Interest
ancl tl) re fl eel the Assignee· s l'~rcen tage Intercsl.

        (d)     Neither the Company nor the Managers have any liability for making allocations
and distribut ions to the Members dctcrmi ned in acCl>1'dnnce with thi s Section I0.4. whether or
not the Company or the Managers have knowledge ol' uny transler of any Membership Interest.

         I 0.5. Transferor" s Obliuations. !11e transferor or a Membership I ntcrcst \'vho ceases lo
bl.! n Member continues to be obligated wi th respect to its Membership Interest or its status as n
l(rn11er Member ns provided in the Code and appli cable lnw.

        10.6.   Assignee·s Ri~hts and Obliltations.

        Unless an Assignee becomes a Member pursunnt lo Article XL such Assignee shal l not
be entitled to any or the rights granted lti n Member. other than the rights to receive al locatio11:" or
profit. and losses and distributions as ir such Assignee were a Member. to transfer the
Assignee·s Membership Interest (subject to the conditions of this Article X). and to receiYe
reports and inlo rmation as specilied in Article VII. An Assignee or a Membership Interest shall
succeed to the Capita l Contribution or the transferor to the extent or the Membership Interest
transfened. An Assignee is bound by this Agreement irrespective of\ hether lhL" Assignee has
signed or otherwise adopted this Agreement. An Assignee's Membership Jntcrest may be
redeemed at the option or the Managers as provided in S1.:ction 12.3.

        10.7.   Ef'tcct and Conseq uences of' Prohibited Transfer.

        (a)   Except as otherwise required by la\\. the Company and the Managers shall trem a
Pr~)hibitedTransfer ns void and shall reeogniLe 1hc tra nsferor as conti nuing 10 be the owner or
the Membership Interest purported to be transfern:d , If the Company is required by law to
recognize a Prohibited Transfer. the trans force sha ll be treated as on Assignee \\ ith respect to the
  kmbership Interest transferred nnd mn) not be treutcd as <1 Member wil h respect to th..:
ivkmbership 1ntercst transferred unkss admitted as a ~1kmber in accordance with Article XI.

        (b)   The Company may remove the tram;l"eror and Assignee with respect to a
Prohibited Transrer as pro\ ided in Artick x_t I.

        (c)    Tht' trans!e ror und trnnslercc '"iLh respect 10 a Prohibited Transfer shall bejoi ntl)
and severally liable to the Company for, and shall indemni ty and hold the Company hann kss
against. any expense. liability. or loss incmred by the Company (i11cl11ding reasonable legal fees
and C'\penses) as a result or such Iranster. their remo\ al and liquidation ol' their Membership
!ntNcsis (if applicabte). and the efforts to ~nforce the indcrnnit) grnntcd in this Section 10.7C c ).


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                                                                                                                     CALCE01501
                                                                                                                        MR.210
        I 0.8. Agreements of Spouse: Sole Manugcment Conununil) Prnpert\ .

         (fl)    Execution of Spousal .loinder and Consent. The spouse of each Member shall
cxec11 tc an<l deli ve r to the Company a Spousal Joinckr and Consent in the fo rm of E:dtibi t 13.

       ( b)         i\grccmenls of Spouse. The s pOllSC orcuch Member agrees that:

                    (i)    this Agreement is entirely lair, j ust and l:qui tnble and in hi s or her best
      i nlerl'St:

               (ii)   the covenants made in this Agrccmem arc binding on such spouse
      individually and Lhat such spouse is bound by this Agrccmcnt, includ ing insofar as any
      interest such spouse may have nO\\ or lu.:real\er in any 'r\•kmbcrship Interest by reason               or
      the comnHmil} property laws of the State ofl cxas or any other state. or otherwise:

               (iii)   "hene\·er. pursuant to the terms of thi. Agreement. such Member does. or
      is required to. in any manner tnu1sler. plcdg~. or encumber his or her Membersh ip
      Interest. or any imeresl in such Membership Interest. Lo Lhl! Company or an} other person.
      such transfer. pledge. or encumbrance shall include the conunuuil)' prope1ty interest. if
      uny. or such spouse in such Membership lntcn:sl so transforr~cl. pledged. or encumbered;
      and
               (iv)    in the event or the ueath or such spouse. any interest such spouse may
      have now or hereafter in any Membership Interest which conslillltcs comnumity property
      sl10ulcl pass to such Member and. accordingly, such spouse shall wi ll and bequeath such
      s pousc·s entire community property interest, ii" any. in such Membership Interest lo such
      Member.

       (c)          Sole Management Community Property. Ench Member who is a natural person
and his or her spouse agree that s uch Mcrnbc1.. s Mcmbcrship Interest. whether present!) owned
or hereafter acquired, is. if such Membership Interest is community property. community
property subject to the sole management. control, and disposition or such Member.

                                             ARTICLE XI
                                  ADMISSION OF ~EW MEMO•: RS

        I l . I. Substituted Members. An Assignee of a~ kmbcrship Interest shall he admitted as
a Substituted Member with respect to such Mcmbcr!>hip Interest on the date on which all or the
following conditions are satislled:

       (a )         The Managers ha,·c approved in \vriting the ad111ission of the Substituted Mcni bcr.

          (b)       The Assignee has de livered lo the Company any agreements and other docu111c11Ls
that the Managers request to confirm such Ass ignee as a Member in the Company and such
A ss ig n ~c · s agreement to be bound by this Agree111ent as n Member.



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                                                                                                                     CALCE01502
                                                                                                                        MR.211
        (c)      If requested by the ;-,fanagers, the Comp~ny has received un admission fee in an
amount determined by the rvlanagers to be sufficient to reimburse the Company lo.f the estimated
expenses likely to be incurred by the Company in connection with the admission of the Assignee
as a Sltbstitutcd Member.

          I 1.2. 6dditional ivlernbers.

         (11)    ln Genen1l. The. Mtmag<..:rs may cm1se the Company tu ad111il a person as an
Additional Member and issue Additional Units to such Additional Member upon satisfaction of
all of the fol!O\ving conditions.

               (i)   /\. Requisite Percentage l:as approved the admission uf the Additional
       Member alter notice to all Members of (i) the Initial Capitnl Contriblltion to be made by
       the proposed Additional Member, (ii) the effect of the admission on each Partner's
       Percentage Interest. and (iii) other materiaJ information relevant to the proposed
       admission.

                (ii)   The admission of the proposed Additional Member satisfies the applicable
      ..:onditions of Section 10.3.

              (iii) The proposed Additional Member has delivered to the Company any
       agreements and other documents that the Managers request to confirm the person as a
       Member ln the Company and the person's agreement to be bound by this Agreement as a
       Member.

                                             ARTICLE XU
                           WITllDRAWAL OR Irn~IOVAL OF MF.MBERS

          12.1 .   \Vithdrawal of Members.

       (a)    No Member may withdraw from the Company or otherwise cease to be a Member
except upon the following events:

                   (i)     receipt by tht.: Company of a notice of such ~vternbcr's withdrawal fron~ the
       Company:

               (ii)        a transfer of all   or the   Member's Membership Interest in a Permitted
       Transfer: or

                   (iii)   removal   or the \1ember as a Member as pruvided in this t\gn:1:111enl.
          (b)      A Member shall be deemed       !()   withdraw from the Company upon the following
events:

                   (i)     an event specified in Section 12. [{u):


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                                                                                                                     CALCE01503
                                                                                                                        MR.212
              (ii)     <1n event s peci lied in Section l 53. I 55(u)(4 ) or Section 153 .1SS(a)(5) urthe
      Code (rdal ing to bankruptcy or insolvency proceed ings with 1·cspcct to a g~nera l partner),
      applied as if Lhe Membe1· were a general partner:

              (iii) ir a Member is an ind ividual. the Mcmber·s death. the appointment ol' tt
      guardian or general conservator ror the Member. or a judicia l cletcnninntion that lhe
      Member is incapable or performing the Member's duties under this Agreement: or

              { i")   if the Member is an entity. an c\·enl requiri11g. the Member" s winding up or
      causing the termination of the Member·s existence or suspension of the Member' s right to
      Jo business.

       (c )    If a Member ceases to be a Member in violation of Section 12. l(a), the Compan)
11u1y recover damages from th~ f'ormer Member for breach of this Agreement.

       12.2.   Removal ol'Mcmbers.

      (a)        Member may be re1mwcd as a Member by the unnnimous \Hillen 1.:onsent of the
M:urngers under the fo llowing circumstances:

              (i)     the Member has transferred or attempted to transfer all or any portilH1               or
      its i\kmbct'ship Interest in a Prohibited Transter:

               (i i)   in the case of any Member who is also a Manager or an Affil iate of a
      Manager. the Member or its Al'fi liatc has Ce.'.tsed to be a Manager in violation of Secti on
      5. 7(a} or has been removed as a Manager in accordance with Section 5.7(b);

               (ii i) the Manngers determine. in their· sole discretion. that it is          111    the best
      interest orthe Company to remove n Member:

             (i\·)    the Member has materially bn.:m.:hed tJ1e tcnns or tbis Agreement or an)
      other material agTeemcnt with the Compan): or

              (v)     the Managers determine that removal is nccl!ssary to comply with any
      requirements. condi tions. or guidelines contained in any opinion. dirccliv~. order. ruling.
      or regulation of any United States rcderal or stale agenc) or jl1dicial authority or contained
      in any United Stales lhlcral or state statute.

         (b)      11' lhe Managers propose w remove" Member pursuant to this Section 12.2, the
Mtmagers shall 1101i l). the Member in \\.riling of tht' proposed remornl. and if applicable shall
pn)\ ide such Member a reasonable opportunity to cure the event gh ing rise to removal. I he
r~lllO\'a l or the Member is effective at such time as determined by the l\ilanagcrs in accordance
with applicable lnw and tak ing into account the Member's opportunity to cme the event giving
ri e to remova l.



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                                                                                                                  CALCE01504
                                                                                                                     MR.213
