---



##### 



Table of Contents
 PageARTICLE IFORMATION OF THE COMPANYSection 1.1 Formation
    
    
    2Section 1.2 Company Name
    
    
    2Section 1.3 The Certificate, etc.
    
    
    2Section 1.4 Term of Company
    
    
    2Section 1.5 Registered Agent and Office
    
    
    3Section 1.6 Principal Place of Business
    
    
    3Section 1.7 Qualification in Other Jurisdictions
    
    
    3Section 1.8 Fiscal Year; Taxable Year
    
    
    3ARTICLE IIPURPOSE AND POWERS OF THE COMPANYSection 2.1 Purpose
    
    
    3Section 2.2 Powers of the Company
    
    
    3Section 2.3 Certain Tax Matters
    
    
    3ARTICLE IIIMEMBERS AND INTERESTS GENERALLYSection 3.1 Powers of Members
    
    
    4Section 3.2 Interests Generally
    
    
    4Section 3.3 Meetings of Members
    
    
    5Section 3.4 Business Transactions of a Member with the Company
    
    
    6Section 3.5 No Cessation of Membership upon Bankruptcy
    
    
    6Section 3.6 Additional Members
    
    
    6Section 3.7 Other Business for Members
    
    
    7ARTICLE IVMANAGEMENTSection 4.1 Board
    
    
    8Section 4.2 Meetings of the Board
    
    
    8Section 4.3 Quorum and Acts of the Board
    
    
    9Section 4.4 Electronic Communications
    
    
    9Section 4.5 Committees of Directors
    
    
    9Section 4.6 Compensation of Directors
    
    
    9Section 4.7 Resignation
    
    
    10Section 4.8 Removal of Directors
    
    
    10
 i




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##### 



Table of Contents
 PageSection 4.9 Vacancies
    
    
    10Section 4.10 Directors as Agents
    
    
    10Section 4.11 Officers
    
    
    10Section 4.12 Strategic Planning Committee
    
    
    11ARTICLE VINVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTSSection 5.1 Representations, Warranties and Covenants of Members
    
    
    11Section 5.2 Additional Representations and Warranties of Non-Investor Members
    
    
    12Section 5.3 Additional Representations and Warranties of Investor Members
    
    
    13Section 5.4 Additional Covenants of Management Members
    
    
    13ARTICLE VICAPITAL ACCOUNTS; CAPITAL CONTRIBUTIONSSection 6.1 Capital Accounts
    
    
    14Section 6.2 Adjustments
    
    
    14Section 6.3 Additional Capital Contributions
    
    
    14Section 6.4 Negative Capital Accounts
    
    
    14ARTICLE VIIADDITIONAL TERMS APPLICABLE TO OVERRIDE UNITSSection 7.1 Certain Terms
    
    
    14Section 7.2 Effects of Termination of Employment on Override Units
    
    
    15ARTICLE VIIIALLOCATIONSSection 8.1 Book Allocations of Net Income and Net Loss
    
    
    18Section 8.2 Special Book Allocations
    
    
    18Section 8.3 Tax Allocations
    
    
    18ARTICLE IXDISTRIBUTIONSSection 9.1 Distributions Generally
    
    
    19Section 9.2 Distributions In Kind
    
    
    20Section 9.3 No Withdrawal of Capital
    
    
    21Section 9.4 Withholding
    
    
    21Section 9.5 Restricted Distributions
    
    
    21
 ii




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##### 



Table of Contents
 PageSection 9.6 Tax Distributions
    
    
    21ARTICLE XBOOKS AND RECORDSSection 10.1 Books, Records and Financial Statements
    
    
    22Section 10.2 Filings of Returns and Other Writings; Tax Matters Partner
    
    
    22Section 10.3 Accounting Method
    
    
    23ARTICLE XILIABILITY, EXCULPATION AND INDEMNIFICATIONSection 11.1 Liability
    
    
    23Section 11.2 Exculpation
    
    
    23Section 11.3 Fiduciary Duty
    
    
    23Section 11.4 Indemnification
    
    
    24Section 11.5 Expenses
    
    
    24Section 11.6 Severability
    
    
    24ARTICLE XIITRANSFERS OF INTERESTSSection 12.1 Restrictions on Transfers of Interests by Members
    
    
    24Section 12.2 Overriding Provisions
    
    
    25Section 12.3 Estate Planning Transfers; Transfers upon Death of a Management Member
    
    
    25Section 12.4 Involuntary Transfers
    
    
    26Section 12.5 Assignments
    
    
    26Section 12.6 Substitute Members
    
    
    26Section 12.7 Release of Liability
    
    
    27ARTICLE XIIIDISSOLUTION, LIQUIDATION AND TERMINATIONSection 13.1 Dissolving Events
    
    
    27Section 13.2 Dissolution and Winding-Up
    
    
    27Section 13.3 Distributions in Cash or in Kind
    
    
    28Section 13.4 Termination
    
    
    28Section 13.5 Claims of the Members
    
    
    28
 iii




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##### 



Table of Contents
 PageARTICLE XIVMISCELLANEOUSSection 14.1 Notices
    
    
    28Section 14.2 Securities Act Matters
    
    
    29Section 14.3 Headings
    
    
    30Section 14.4 Entire Agreement
    
    
    30Section 14.5 Counterparts
    
    
    30Section 14.6 Governing Law; Attorneys Fees
    
    
    30Section 14.7 Waivers
    
    
    30Section 14.8 Invalidity of Provision
    
    
    30Section 14.9 Further Actions
    
    
    30Section 14.10 Amendments
    
    
    31Section 14.11 No Third Party Beneficiaries
    
    
    31Section 14.12 Injunctive Relief
    
    
    31Section 14.13 Power of Attorney
    
    
    32ARTICLE XVDEFINED TERMSSection 15.1 Definitions
    
    
    32
 iv




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##### 



Company Kelso Member Investor Members Management Member Management Members Outside Member Outside Members Non-Investor Members Members Article XV
 Original LLC Agreement
 Amended and Restated LLC Agreement
 Second Amended and Restated LLC
Agreement
 Third Amended and Restated LLC
Agreement
 CA II




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##### 



First Amendment to the Third Amended and
Restated LLC Agreement
   ARTICLE I
 FORMATION OF THE COMPANY
 Section 1.1 Formation
 Section 1.2 Company Name provided
 Section 1.3 The Certificate, etc.
 Section 1.4 Term of Company
 2




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##### 



Section 1.5 Registered Agent and Office
 Section 1.6 Principal Place of Business
 Section 1.7 Qualification in Other Jurisdictions
 Section 1.8 Fiscal Year; Taxable Year
 ARTICLE II
 PURPOSE AND POWERS OF THE COMPANY
 Section 2.1 Purpose
 Section 2.2 Powers of the Company
 Section 2.3 Certain Tax Matters
 3




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##### 



ARTICLE III
 MEMBERS AND INTERESTS GENERALLY
 Section 3.1 Powers of Members a b c
 Section 3.2 Interests Generally
 Common Units
 General
 Price
 Override Units
 General
 4




---



##### 



provided
 Price
  Section 3.3 Meetings of Members
 Meetings; Notice of Meetings
 Waiver of Notice
 Quorum
 5




---



##### 



Voting
 Proxies provided
 Organization
 Action Without a Meeting
 Section 3.4 Business Transactions of a Member with the Company provided
 Section 3.5 No Cessation of Membership upon Bankruptcy
 Section 3.6 Additional Members
 Admission Generally
 6




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##### 



Additional Member
 Rights of Additional Members
    provided
 Admission Procedure i ii iii iv v
 Section 3.7 Other Business for Members
 Existing Business Ventures
 7




---



##### 



Business Opportunities
 Management Members
 ARTICLE IV
 MANAGEMENT
 Section 4.1 Board
 Generally Board Director
 Current Directors
 Section 4.2 Meetings of the Board
 8




---



##### 



Section 4.3 Quorum and Acts of the Board
   Section 4.4 Electronic Communications
 Section 4.5 Committees of Directors
 Section 4.6 Compensation of Directors
 9




---



##### 



Section 4.7 Resignation
 Section 4.8 Removal of Directors
 Section 4.9 Vacancies
 Section 4.10 Directors as Agents
 Section 4.11 Officers Officers
 10




---



##### 



Section 4.12 Strategic Planning Committee a b c
 ARTICLE V
 INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS
 Section 5.1 Representations, Warranties and Covenants of Members
 Investment Intention and Restrictions on Disposition
 Securities Laws Matters i ii iii iv Rule 144 v vi vii viii
 11




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##### 



Ability to Bear Risk i ii
 Access to Information; Sophistication; Lack of Reliance i ii iii i ii iii
 Accredited Investor
 Section 5.2 Additional Representations and Warranties of Non-Investor Members i ii iii iv
 12




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##### 



v vi
 Section 5.3 Additional Representations and Warranties of Investor Members
 Due Organization; Power and Authority, etc
 Authorization; Enforceability
 Compliance with Laws and Other Instruments
 Executing Parties
 Section 5.4 Additional Covenants of Management Members
 13




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##### 



ARTICLE VI
 CAPITAL ACCOUNTS; CAPITAL CONTRIBUTIONS
 Section 6.1 Capital Accounts Capital
Account
 Section 6.2 Adjustments
  i A B C ii A B
 Section 6.3 Additional Capital Contributions
 Section 6.4 Negative Capital Accounts
 ARTICLE VII
 ADDITIONAL TERMS APPLICABLE TO OVERRIDE UNITS
 Section 7.1 Certain Terms
 Forfeiture of Operating Units
 14




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##### 



Valuation of the Value Units; Forfeiture of Operating Units w x y z
  Certain Adjustments i ii
 Calculations
 Benchmark Amount
 Section 7.2 Effects of Termination of Employment on Override Units
 Forfeiture of Override Units upon Termination
 15




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##### 



Termination for Cause
 Other Termination x y
 Percentage of suchInactive ManagementMembers Operating UnitsIf the termination occurs
    
    to be ForfeitedBefore the second anniversary of the grant of
such Inactive Management Members Operating Units
    
    
    100
    %On or after the second anniversary, but before
the third anniversary, of the grant of such
Inactive Management Members Operating Units
    
    
    75
    %On or after the third anniversary, but before the
fourth anniversary, of the grant of such Inactive
Management Members Operating Units
    
    
    50
    %On or after the fourth anniversary, but before
the fifth anniversary, of the grant of such
Inactive Management Members Operating Units
    
    
    25
    %On or after the fifth anniversary of the grant of
such Inactive Management Members Operating Units
    
    
    0
    %
 16




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##### 



Treatment of Value Units upon Death and Disability of a Management
Member
 Percentage of suchInactive ManagementMembers Value UnitsNot Subject to ForfeiturePursuant to SectionIf death or Disability occurs
    
    7.2(a)(ii)Before the second anniversary of the grant of
such Inactive Management Members Value Units
    
    
    0
    %On or after the second anniversary, but before
the third anniversary, of the grant of such
Inactive Management Members Value Units
    
    
    25
    %On or after the third anniversary, but before
the fourth anniversary, of the grant of such
Inactive Management Members Value Units
    
    
    50
    %On or after the fourth anniversary, but before
the fifth anniversary, of the grant of such
Inactive Management Members Value Units
    
    
    75
    %On or after the fifth anniversary of the grant
of such Inactive Management Members Value Units
    
    
    100
    %
 Inactive Management Members Inactive Management
Member
 Effect of Forfeiture
 Reissued Override Units
 17




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##### 



ARTICLE VIII
 ALLOCATIONS
 Section 8.1 Book Allocations of Net Income and Net Loss
   Section 8.2 Special Book Allocations
 Qualified Income Offset Deficit provided
  Restorative Allocations
 Section 8.3 Tax Allocations
 18




---



##### 



ARTICLE IX
 DISTRIBUTIONS
 Section 9.1 Distributions Generally
     19




---



##### 



Section 9.2 Distributions In Kind
 20




---



##### 



Section 9.3 No Withdrawal of Capital
 Section 9.4 Withholding
  i ii
  Section 9.5 Restricted Distributions
 Section 9.6 Tax Distributions
 21




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##### 



provided
 ARTICLE X
 BOOKS AND RECORDS
 Section 10.1 Books, Records and Financial Statements provided
 Section 10.2 Filings of Returns and Other Writings; Tax Matters Partner
  Tax Matters Partner
 22




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##### 



Section 10.3 Accounting Method
 ARTICLE XI
 LIABILITY, EXCULPATION AND INDEMNIFICATION
 Section 11.1 Liability
 Section 11.2 Exculpation
 Section 11.3 Fiduciary Duty provided a b
 23




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##### 



Section 11.4 Indemnification provided
 Section 11.5 Expenses
 Section 11.6 Severability
 ARTICLE XII
 TRANSFERS OF INTERESTS
 Section 12.1 Restrictions on Transfers of Interests by Members provided i ii iii
 24




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##### 



Section 12.2 Overriding Provisions
   i ii
   Section 12.3 Estate Planning Transfers; Transfers upon Death of a Management Member provided
 25




---



##### 



Section 12.4 Involuntary Transfers Involuntary
Transfer Involuntary
Transferee i ii
 Section 12.5 Assignments
 Assignment Generally provided
 Section 12.6 Substitute Members
   26




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##### 



Section 12.7 Release of Liability
 ARTICLE XIII
 DISSOLUTION, LIQUIDATION AND TERMINATION
 Section 13.1 Dissolving Events
    Section 13.2 Dissolution and Winding-Up
 First
 27




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##### 



Second
 Third
 provided provided further
 Section 13.3 Distributions in Cash or in Kind provided provided further
 Section 13.4 Termination
 Section 13.5 Claims of the Members
 ARTICLE XIV
 MISCELLANEOUS
 Section 14.1 Notices a b c d
 28




---



##### 



th
  
  
  w x y z provided
 Section 14.2 Securities Act Matters
 29




---



##### 



Section 14.3 Headings
 Section 14.4 Entire Agreement
 Section 14.5 Counterparts
 Section 14.6 Governing Law; Attorneys Fees
 Section 14.7 Waivers
   Section 14.8 Invalidity of Provision
 Section 14.9 Further Actions
 30




---



##### 



a b
 Section 14.10 Amendments
 provided however provided further i ii
  Section 14.11 No Third Party Beneficiaries provided however
 Section 14.12 Injunctive Relief
 31




---



##### 



Section 14.13 Power of Attorney
       provided however provided further
  ARTICLE XV
 DEFINED TERMS
 Section 15.1 Definitions
 Accounting Period
 Additional Member
 32




---



##### 



Adjustment Date
 Affiliate
 Agreement
 Amended and Restated LLC Agreement
 Benchmark Amount
 Board
 Book Value
 CA II
 Capital Account
 33




---



##### 



Capital Contribution
 Carrying Value
 Certificate
 Code
 Common Units
 Company
 Covered Person
 Current Value A B i ii
 Deficit
 Delaware Act
 Director
 Disability
 34




---



##### 



provided
 Exit Event
 (a)
    
    the sale, transfer or other disposition by the Investor Members to one or more
Persons that are not, immediately prior to such sale, Affiliates of the Company or any
Investor Member of all of the Interests of the Company beneficially owned by the
Investor Members as of the date of such transaction; or(b)
    
    the sale, transfer or other disposition of all of the assets of the Company and
its Subsidiaries, taken as a whole, to one or more Persons that are not, immediately
prior to such sale, transfer or other disposition, Affiliates of the Company or any
Investor Member.
 Fair Market Value
 (a)
    
    for purposes of determining the value of any property owned by, contributed to
or distributed by the Company, (i) in the case of publicly-traded securities,
the average of their last sales prices on the applicable trading exchange or quotation
system on each trading day during the five trading-day period ending on such date and
(ii) in the case of any other property, the fair market value of such property,
as determined in good faith by the Board; or(b)
    
    for purposes of determining the value of any Members Interest in connection
with Section 12.4 (Involuntary Transfers), (i) the fair market value of such
Interest as reflected in the most recent appraisal report prepared, at the request of
the Board, by an independent valuation consultant or appraiser of recognized national
standing, reasonably satisfactory to the Board, or (ii) in the event no such
appraisal exists or the date of such report is more than one year prior to the date of
determination, the fair market value of such Interest as determined in good faith by
the Board.
 Inactive Management Member
 Initial Price i ii
 Initial Public Offering IPO
 35




---



##### 



i ii
 Interest
 Investor Member Units
 Investor Members
 Involuntary Transfer
 Involuntary Transferee
 Kelso
 Kelso Director
 Kelso Member
 Magnetite
 Majority in Interest
 Management Member
 Member i ii
 Net Income Net Loss
 36




---



##### 



Non-Investor Member
 Officers
 Operating Unit
 Original LLC Agreement
 Outside Member
 Override Units
 Person
 resignation for Good Reason
 (a)
    
    without the Management Members prior written consent, a reduction by the
Company or any such Subsidiary of his or her current salary, other than any such
reduction which is part of a general salary reduction or other concessionary
arrangement affecting all employees or affecting the group of employees of which the
Management Member is a member (after receipt by the Company of written notice from such
Management Member and a 20-day cure period); or
 37




---



##### 



(b)
    
    the taking of any action by the Company or any such Subsidiary that would
substantially diminish the aggregate value of the benefits provided him or her under
the Companys or such Subsidiarys accident, disability, life insurance and any other
employee benefit plans in which he or she was participating on the date of his or her
execution of this Agreement, other than any such reduction which is (i)
required by law, (ii) implemented in connection with a general concessionary
arrangement affecting all employees or affecting the group of employees of which the
Management Member is a member, (iii) generally applicable to all beneficiaries
of such plans (after receipt by the Company of written notice and a 20-day cure period)
or (iv) in accordance with the terms of any such plan.
  Retirement i ii
 Rule 144
 Second Amended and Restated LLC Agreement
 Securities Act
 Stock Purchase Agreement
 Subsidiary
 Tax Matters Partner
 Termination for Cause Cause i ii
 38




---



##### 



iii nolo contendere iv provided
 Third Amended and Restated LLC Agreement
 Transfer
 Treasury Regulations
 Units
 Value Units
 39




---



##### 



Schedule A to the LLC Agreement
 Kelso Members
 Date of
    
    
    
    Initial
    
    CapitalName
    
    Admission
    
    Mailing Address
    
    Balance
    
    Contribution
    
    Common UnitsKelso Investment
Associates VII,
L.P.
    
    June 24, 2005
    
    c/o Kelso & Company, L.P.
320 Park Avenue, 24th Floor
New York, New York 10022
Attention: James J. Connors II
Fax: (212) 223-2379
    
    N/A
    
    $
    100,846,088.29
    
    
    
    8,912,707.00KEP VI, LLC
    
    June 24, 2005
    
    c/o Kelso & Company, L.P.
320 Park Avenue, 24th Floor
New York, New York 10022
Attention: James J. Connors II
Fax: (212) 223-2379
    
    N/A
    
    $
    24,971,411.71
    
    
    
    2,206,956.00Total
    
    
    
    
    
    N/A
    
    $
    125,817,500.00
    
    
    
    11,119,663.00




---



##### 



Management MembersInitial Contribution
 Override UnitsDate of
    
    
    
    Capital
    
    
    
    
    
    Date of
    
    Operating
    
    Value
    
    BenchmarkName
    
    Admission
    
    Mailing Address
    
    Contribution
    
    Common Units
    
    Issuance
    
    Units
    
    Units
    
    AmountJohn J. Lipinski
    
    July 25, 2005
    
    806 Skimmer Court
    
    $
    650,000
    
    
    
    57,446
    
    
    Jul. 25, 2005
    
    
    315,818
    
    
    
    631,637
    
    
    $
    11.3149Sugar Land, TX 77478Dec. 29, 2006
    
    
    72,492
    
    
    
    144,966
    
    
    $
    34.72Stanley A. Riemann
    
    July 25, 2005
    
    5005 Hidalgo, Apt. 810
    
    $
    400,000
    
    
    
    35,352
    
    
    Jul. 25, 2005
    
    
    140,185
    
    
    
    280,371
    
    
    $
    11.3149Houston, TX 77056James T. Rens
    
    July 25, 2005
    
    8030 NW Breckenridge Drive
    
    $
    250,000
    
    
    
    22,095
    
    
    Jul. 25, 2005
    
    
    71,965
    
    
    
    143,931
    
    
    $
    11.3149Kansas City, MO 64152Keith D. Osborn
    
    July 25, 2005
    
    225 Fluor Daniel #13103
    
    $
    250,000
    
    
    
    22,095
    
    
    Jul. 25, 2005
    
    
    71,965
    
    
    
    143,931
    
    
    $
    11.3149Sugar Land, TX 77479Kevan A. Vick
    
    July 25, 2005
    
    4704 Cherry Hills Court
    
    $
    250,000
    
    
    
    22,095
    
    
    Jul. 25, 2005
    
    
    71,965
    
    
    
    143,931
    
    
    $
    11.3149Lawrence, KS 66047Robert W. Haugen
    
    July 25, 2005
    
    5610 Lone Cedar Drive
    
    $
    100,000
    
    
    
    8,838
    
    
    Jul. 25, 2005
    
    
    71,965
    
    
    
    143,931
    
    
    $
    11.3149Kingwood, TX 77345Wyatt E. Jernigan
    
    July 25, 2005
    
    250 South Post Oak Lane
    
    $
    100,000
    
    
    
    8,838
    
    
    Jul. 25, 2005
    
    
    71,965
    
    
    
    143,931
    
    
    $
    11.3149Houston, TX 77056Alan K. Rugh
    
    July 25, 2005
    
    2003 Sea King Street
    
    $
    100,000
    
    
    
    8,838
    
    
    Jul. 25, 2005
    
    
    51,901
    
    
    
    103,801
    
    
    $
    11.3149Houston, TX 77008Daniel J. Daly, Jr.
    
    July 25, 2005
    
    5364 McCulloch Circle
    
    $
    50,000
    
    
    
    4,419
    
    
    Jul. 25, 2005
    
    
    51,901
    
    
    
    103,801
    
    
    $
    11.3149Houston, TX 77056Edmund Gross
    
    September 12, 2005
    
    8824 Rosewood Drive
    
    $
    30,000
    
    
    
    2,651
    
    
    Sep 12, 2005
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/APrairie Village, KS 66207Chris Swanberg
    
    July 25, 2005
    
    1543 Haddon Street
    
    $
    25,000
    
    
    
    2,209
    
    
    Jul. 25, 2005
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AHouston, TX 77006John Huggins
    
    July 25, 2005
    
    1523 Green Leaf Oaks Drive
    
    $
    70,000
    
    
    
    6,187
    
    
    Jul. 25, 2005
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ASugar Land, TX 77479Total
    
    
    
    
    
    $
    2,275,000
    
    
    
    201,063
    
    
    
    
    
    992,122
    
    
    
    1,984,931




---



##### 



Management MembersCurrent Holdings
 Override UnitsCapital
    
    Common
    
    Date of
    
    
    
    
    
    Value
    
    BenchmarkName
    
    
    
    Contribution
    
    Units
    
    Issuance/Forfeiture
    
    Operating Units
    
    Units
    
    AmountJohn J. Lipinski
    
    806 Skimmer Court
    
    $
    325,000
    
    
    
    28,723
    
    
    Jul. 25, 2005
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ASugar Land, TX 77478
    
    
    
    
    
    
    
    
    
    November 9, 2009
    
    
    3,796
    
    
    
    15,185
    
    
    $
    33.8149The Tara K. Lipinski
    
    806 Skimmer Court
    
    
    N/A
    
    
    
    N/A
    
    
    Jul. 25, 2005
    
    
    78,954.5
    
    
    
    157,909.25
    
    
    $
    11.31492007 Exempt Trust
    
    Sugar Land, TX 77478
    
    
    
    
    
    
    
    
    
    Dec. 29, 2006
    
    
    18,123
    
    
    
    36,241.5
    
    
    $
    34.72The Lipinski 2007
    
    806 Skimmer Court
    
    
    N/A
    
    
    
    N/A
    
    
    Jul. 25, 2005
    
    
    78,954.5
    
    
    
    157,909.25
    
    
    $
    11.3149Exempt Family Trust
    
    Sugar Land, TX 77478
    
    
    
    
    
    
    
    
    
    Dec. 29, 2006
    
    
    18,123
    
    
    
    36,241.5
    
    
    $
    34.72Stanley A. Riemann
    
    5005 Hidalgo, Apt. 810
    
    $
    200,000
    
    
    
    17,676
    
    
    Jul. 25, 2005
    
    
    70,092.5
    
    
    
    140,185.5
    
    
    $
    11.3149Houston, TX 77056
    
    
    
    
    
    
    
    
    
    November 9, 2009
    
    
    1,370
    
    
    
    5,482
    
    
    $
    33.8149James T. Rens
    
    8030 NW Breckenridge Drive
    
    $
    125,000
    
    
    
    11,047.5
    
    
    Jul. 25, 2005
    
    
    35,982.5
    
    
    
    71,965.5
    
    
    $
    11.3149Kansas City, MO 64152
    
    
    
    
    
    
    
    
    
    May 22, 2009
    
    
    (8,996
    )
    
    
    (35,983
    )Keith D. Osborn
    
    225 Fluor Daniel #13103
    
    $
    125,000
    
    
    
    11,047.5
    
    
    Jul. 25, 2005
    
    
    35,982.5
    
    
    
    71,965.5
    
    
    $
    11.3149Sugar Land, TX 77479
    
    
    
    
    
    
    
    
    
    November 9, 2009
    
    
    704
    
    
    
    2,814
    
    
    $
    33.8149Kevan A. Vick
    
    4704 Cherry Hills Court
    
    $
    125,000
    
    
    
    11,047.5
    
    
    Jul. 25, 2005
    
    
    35,982.5
    
    
    
    71,965.5
    
    
    $
    11.3149Lawrence, KS 66047
    
    
    
    
    
    
    
    
    
    November 9, 2009
    
    
    704
    
    
    
    2,814
    
    
    $
    33.8149Robert W. Haugen
    
    5610 Lone Cedar Drive
    
    $
    50,000
    
    
    
    4,419
    
    
    Jul. 25, 2005
    
    
    35,982.5
    
    
    
    71,965.5
    
    
    $
    11.3149Kingwood, TX 77345
    
    
    
    
    
    
    
    
    
    November 9, 2009
    
    
    704
    
    
    
    2,814
    
    
    $
    33.8149Wyatt E. Jernigan
    
    250 South Post Oak Lane
    
    $
    50,000
    
    
    
    4,419
    
    
    Jul. 25, 2005
    
    
    35,982.5
    
    
    
    71,965.5
    
    
    $
    11.3149Houston, TX 77056
    
    
    
    
    
    
    
    
    
    November 9, 2009
    
    
    704
    
    
    
    2,814
    
    
    $
    33.8149Alan K. Rugh
    
    2003 Sea King Street
    
    $
    50,000
    
    
    
    4,419
    
    
    Jul. 25, 2005
    
    
    25,950.5
    
    
    
    51,900.5
    
    
    $
    11.3149Houston, TX 77008
    
    
    
    
    
    
    
    
    
    November 9, 2009
    
    
    507
    
    
    
    2,030
    
    
    $
    33.8149Daniel J. Daly, Jr.
    
    5364 McCulloch Circle
    
    $
    25,000
    
    
    
    2,209.5
    
    
    Jul. 25, 2005
    
    
    25,950.5
    
    
    
    51,900.5
    
    
    $
    11.3149Houston, TX 77056
    
    
    
    
    
    
    
    
    
    November 9, 2009
    
    
    507
    
    
    
    2,030
    
    
    $
    33.8149Edmund Gross
    
    8824 Rosewood Drive
    
    $
    15,000
    
    
    
    1,325.5
    
    
    Sep 12, 2005
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/APrairie Village, KS 66207Chris Swanberg
    
    1543 Haddon Street
    
    $
    12,500
    
    
    
    1,104.5
    
    
    Jul. 25, 2005
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AHouston, TX 77006John Huggins
    
    1523 Green Leaf Oaks Drive
    
    $
    35,000
    
    
    
    3,093.5
    
    
    Jul. 25, 2005
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ASugar Land, TX 77479Total
    
    
    
    $
    1,137,500
    
    
    
    100,531.75
    
    
    
    
    
    496,061
    
    
    
    992,115.5




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##### 



Outside Members
 Date of
    
    
    
    CapitalName
    
    Admission
    
    Mailing Address
    
    Contribution
    
    Common UnitsMagnetite Asset
Investors III
L.L.C.
    
    June 24, 2005
    
    Magnetite Asset Investors III
L.L.C.
c/o BlackRock Financial
Management, Inc.
40 East 52nd Street
New York, New York 10022
Attention: Jeff Gary
    
    $
    2,000,000
    
    
    
    176,758.00Wesley Clark
    
    September 20, 2005
    
    One Crestmont Drive
Little Rock, AR 72227
    
    $
    125,000
    
    
    
    11,047.50




---



##### 



SPOUSAL WAIVER
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