Amended And Restated Limited Liability Company Agreement

Exhibit 10(lv)

EXECUTION VERSION

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

TRINITY ASSOCIATES LLC

(a Delaware limited liability company)

Dated as of December 27, 2007

TABLE OF CONTENTS

Page ARTICLE I DEFINITIONS 2 1.1 Specific Definitions 2 1.2 Other Terms 2 1.3 Construction 2 ARTICLE II ORGANIZATION 3 2.1 Formation 3 2.2 Name 3 2.3 Principal Office in the United States; Other Offices 3 2.4 Purpose 3 2.5 Foreign Qualification 4 2.6 Term 4 2.7 Mergers and Exchanges 4 2.8 Business Opportunities- No Implied Duty or Obligation 4 2.9 Agent for Service of Process 4 2.10 Separateness 4 2.11 Title to Trinity Property 10 ARTICLE III MEMBERSHIP INTERESTS AND TRANSFERS 10 3.1 Members 10 3.2 Number of Trinity Members 10 3.3 Trinity Membership Interests 11 3.4 Representations and Warranties 11 3.5 Restrictions on the Transfer of a Trinity Membership Interest 12 3.6 Additional Trinity Members; Substituted Members 14 3.7 Information 14 3.8 Liability to Third Parties 15 3.9 Resignation 16 3.10 Meetings of Trinity Members 16 3.11 Partition 17 3.12 Termination of Status as Trinity Member 17


-i- ARTICLE IV CAPITAL CONTRIBUTIONS 18 4.1 Initial Capital Contributions 18 4.2 Return of Contributions 18 4.3 Capital Accounts 18 4.4 Additional Capital Contributions 19 4.5 Custodian 19 4.6 Cash Capital Contributions 19 ARTICLE V ALLOCATIONS AND DISTRIBUTIONS 19 5.1 Allocations for Capital Account Purposes 19 5.2 Allocations for Tax Purposes 23 5.3 Distributions 23 5.4 Special Distributions 24 5.5 Making of Payments; Etc 24 5.6 Determination of the Preferred Return 24 5.7 Preferred Return Reset 25 ARTICLE VI MANAGEMENT OF TRINITY 26 6.1 Trinity Managing Member 26 6.2 Restrictions on the Trinity Managing Member' s Authority 27 6.3 Approval of Transaction Agreements 29 6.4 Compensation and Reimbursement 29 6.5 Covenants of Trinity Managing Member 29 6.6 Trinity Operating Account 29 6.7 Required Actions 29 6.8 The Trinity Custodian 30 ARTICLE VII INDEMNIFICATION 30 7.1 Indemnification of the Trinity Members 30 7.2 Indemnification for Registration and Business Qualification Requirements 31 7.3 Liquidator Indemnification 31 7.4 Survival of Indemnification Obligations 31 7.5 Limitations on Indemnification Obligations 32 7.6 Payments; No Reduction of Capital Account 32 7.7 Procedural Requirements 32


-ii- ARTICLE VIII TAXES 34 8.1 Tax Returns 34 8.2 Tax Elections 35 8.3 Trinity Tax Matters Member 35 8.4 State Taxes 36 ARTICLE IX BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS 36 9.1 Maintenance of Books; Audit Firm 36 9.2 Financial Statements and Reports 36 9.3 Tax Statements 38 9.4 Accounts 38 ARTICLE X ADDITIONAL MATTERS 38 10.1 Sponsor Purchase Option 38 10.2 Redemption of Trinity Class B Membership 38 ARTICLE XI DISSOLUTION, LIQUIDATION, AND TERMINATION 39 11.1 Liquidation 39 11.2 Winding Up 39 11.3 Restoration of Deficit Capital Accounts 40 11.4 Rights of Members 41 11.5 Occurrence of Liquidating Event 41 11.6 Allocations and Distributions During Period of Liquidation 41 11.7 Character of Liquidating Distributions 41 11.8 The Liquidator 41 11.9 Liquidation Procedures 42 11.10 Form of Liquidating Distributions to Trinity Members 43 ARTICLE XII AMENDMENT OF THE TRINITY COMPANY AGREEMENT 43 12.1 Amendments to be Adopted by Trinity 43 12.2 Amendment Procedures 44 ARTICLE XIII MEMBERSHIP INTERESTS 44 13.1 Certificates 44 13.2 Registered Holders 44 13.3 Security 44 13.4 Power of Attorney 44


-iii- ARTICLE XIV GENERAL PROVISIONS 46 14.1 Entire Agreement; Supersedure 46 14.2 Waivers 46 14.3 Binding Effect 46 14.4 Governing Law; Severability 46 14.5 Further Assurances 47 14.6 Exercise of Certain Rights 47 14.7 Notice to Trinity Members of Provisions of the Trinity Company Agreement 47 14.8 Counterparts 47 14.9 Checks, Notes and Contracts 47 14.10 No Third Party Beneficiaries 47 14.11 Notices 48 14.12 Trinity Member Trademarks 48 14.13 Setoff 48 14.14 Construction 48 14.15 Waiver of Jury Trial 48 14.16 Consent to Jurisdiction and Service of Process 48

Exhibit A: Defined Terms Exhibit B: Trinity Member Information Exhibit C: Form of Membership Interest Redemption Agreement


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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF

TRINITY ASSOCIATES LLC

(a Delaware limited liability company)

This Amended and Restated Limited Liability Company Agreement (this " Trinity Company Agreement" ) of Trinity Associates LLC (" Trinity" ), dated as of December 27, 2007 (the " Effective Date" ), is (a) adopted by the Trinity Members (as defined below) and (b) executed and agreed to, for good and valuable consideration, by the Trinity Members. RECITALS

A. Trinity was formed as a limited liability company pursuant to the Act (as defined below) by filing its Certificate of Formation (the " Certificate" ) with the Secretary of State of Delaware on December 17, 2007 (the " Formation Date" ) and the execution of that certain Limited Liability Company Agreement of Trinity dated as of December 17, 2007 by Trinity Associates Class A Holdings LLC (the " Initial Trinity Agreement" ).

B. The parties hereto wish to enter into this Trinity Company Agreement to, among other things, amend and restate the Initial Trinity Agreement in its entirety on the terms and conditions set forth herein, and to provide for the management of Trinity and set forth their respective rights and obligations.

AGREEMENT

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements contained herein and other good and valuable consideration (the receipt and sufficiency of which are hereby confirmed and acknowledged), the parties hereto hereby stipulate and agree as follows: ARTICLE I

DEFINITIONS

1.1 Specific Definitions . As used in the Trinity Company Agreement, capitalized terms defined in Exhibit A shall have the meanings set forth therein.

1.2 Other Terms . Other terms may be defined elsewhere in the text of the Trinity Company Agreement and shall have the meaning so given.

1.3 Construction . Except where the context requires otherwise, the gender of all words used in the Trinity Company Agreement includes the masculine, feminine, and neuter, the singular shall include the plural, and the plural shall include the singular. All references to Articles and Sections refer to articles and sections of the Trinity Company Agreement, and all references to Exhibits are to exhibits attached hereto, each of which is incorporated herein for all purposes. Article and section titles or headings are for convenience only and neither limit nor


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amplify the provisions of the Trinity Company Agreement itself, and all references herein to articles, sections or subdivisions thereof shall refer to the corresponding article, section or subdivision thereof of the Trinity Company Agreement unless specific reference is made to such articles, sections or subdivisions of another document or instrument. Unless the context of the Trinity Company Agreement clearly requires otherwise, the words " include," " includes" and " including" shall be deemed to be followed by the words " without limitation," and the words " hereof," " herein," " hereunder" and similar terms in the Trinity Company Agreement shall refer to the Trinity Company Agreement as a whole and not any particular section or Article in which such words appear. Any reference to federal, state, local or foreign Applicable Law will be deemed also to refer to such Applicable Law as amended (including any successor statute) and all rules and regulations promulgated thereunder, unless the context explicitly requires otherwise. Any reference to the Trinity Company Agreement or any other agreement or instrument shall, unless the context explicitly requires otherwise, refer to such agreement or instrument as amended, restated, supplemented or otherwise modified from time to time. In the Trinity Company Agreement in the computation of periods of time from a specified date to a later specified date, the word or phrase " from" and " commencing on" mean " from and including" and the words or phrase " to" and " until" and " ending on" mean " to but excluding." All accounting terms not specifically defined herein shall be construed in accordance with GAAP, except with respect to Capital Accounts and items entering into the computation of Capital Accounts, and except to the extent otherwise specified in the terms hereof.

ARTICLE II ORGANIZATION

2.1 Formation . Trinity was organized as a Delaware limited liability company by the filing of the Certificate with the Secretary of State of the State of Delaware pursuant to the Act on the Formation Date. 2.2 Name . The name of Trinity shall be as set forth in the Certificate, and all Trinity business must be conducted in that name or such other names that comply with Applicable Law as the Trinity Managing Member may select from time to time.

2.3 Principal Office in the United States; Other Offices . The principal office of Trinity in the United States shall be at 1201 Lake Robbins Drive, The Woodlands, Texas 77380, Attn: Treasurer, Telecopy No.: (832) 636-5029 or at such other place as the Trinity Managing Member may designate in writing to the Trinity Members from time to time, which need not be in the State of Delaware but which must be within the United States of America and within a state that permits the qualification as a foreign limited liability company of a limited liability company organized under the laws of the State of Delaware. Trinity may have such other offices as the Trinity Managing Member may designate from time to time. 2.4 Purpose . The purposes of Trinity are (1) to enter into and perform its obligations under, and exercise its rights under, the Transaction Agreements to which it is a party (including the WGRAH Loan Documents), and (2) to own Permitted Assets. Except for activities related to such purposes (including the management of Trinity' s internal company and administrative affairs in accordance with this Trinity Company Agreement) there are no other authorized business purposes of Trinity, and Trinity shall not engage in any activity or conduct other than that which is consistent with such purposes.

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2.5 Foreign Qualification . Prior to Trinity' s conducting business in any jurisdiction other than Delaware, Trinity shall comply, to the extent procedures are available and those matters are reasonably within the control of Trinity, with all requirements necessary to qualify Trinity as a foreign limited liability company, and, if necessary, keep Trinity in good standing, in that jurisdiction.

2.6 Term . Subject to earlier termination pursuant to other provisions of the Trinity Company Agreement (including those contained in Article XI ), the term of Trinity shall terminate upon the filing of a Certificate of Cancellation upon completion of the winding up and liquidation of Trinity in accordance with Article XI .

2.7 Mergers and Exchanges . Except as otherwise provided in the Trinity Company Agreement or required by Applicable Law, Trinity may not be a party to any merger, share exchange, consolidation, exchange or acquisition or any other type of reorganization.

2.8 Business Opportunities- No Implied Duty or Obligation . Each Trinity Member and its Affiliates may engage, directly or indirectly, without the consent or approval of the other Trinity Members or Trinity, in the businesses conducted by such Trinity Member and its Affiliates as of the Effective Date and in any other business opportunities, transactions, ventures or other arrangements of any nature or description, independently or with others, including business of a nature which may be competitive with or the same as or similar to the business of Trinity, regardless of the geographic location of such business, and without any duty or obligation to account to the other Trinity Members or Trinity in connection therewith. Nothing herein is intended to create a partnership, joint venture, agency or other relationship creating fiduciary or quasi-fiduciary duties or similar duties and obligations or subject the Members to joint and several or vicarious liability or to impose any duty, obligation or liability that would arise there from with respect to any or all of the Members of Trinity. To the extent that, at law or in equity, a Member has any fiduciary duty to Trinity or any other Member pursuant to Trinity Company Agreement, such duty is hereby eliminated pursuant to Section 18-1101(c) of the Act; provided, however, that the foregoing does not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding the foregoing, Holdings shall not engage in any business or other activity other than ownership of its Trinity Membership Interest and business incidental to such ownership, except with the written consent of Pecos.

2.9 Agent for Service of Process . The registered agent for service of process on Trinity in the State of Delaware shall be The Corporation Trust Company or any successor appointed by the Trinity Managing Member in accordance with the Act.

2.10 Separateness .

(a) Each Trinity Member hereby covenants to each other Trinity Member that such Trinity Member will, in connection with any transaction, agreement or dealing with or relating to Trinity or any other Person, comply (except for such noncompliance that, in the aggregate, is not material) with the following undertakings: (i) Such Trinity Member will maintain its books, financial records and accounts, including checking and other bank accounts and custodian and other securities safekeeping accounts, separate and distinct from those of Trinity.


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(ii) Such Trinity Member will maintain its books, financial records and accounts (including inter-entity transaction accounts) in a manner so that it will not be difficult, or costly to segregate, ascertain or otherwise identify its assets and. liabilities separate and distinct from the assets and liabilities of Trinity.

(iii) Such Trinity Member will not commingle any of its assets, funds, liabilities or business functions with the assets, funds, liabilities or business functions of Trinity, and such Trinity Member will hold all of its own assets in its own name, except as otherwise contemplated in the Transaction Agreements. (iv) Such Trinity Member will conduct its own business in its own name, and will observe all requisite organizational and internal procedures and formalities, including the holding of periodic and special meetings of shareholders, managers and boards of directors or managers (or other governing body), as applicable, the recordation and maintenance of minutes of such meetings, and the recordation and maintenance of resolutions adopted at such meetings.

(v) Such Trinity Member will not be consensually merged or consolidated with Trinity (other than for financial reporting purposes).

(vi) If such Trinity Member prepares or agrees to be included in consolidated financial statements with Trinity, such Trinity Member will include or cause to be included in its or such consolidated financial statements footnotes that clearly disclose, among other things, the separate existence and identity of Trinity from such Trinity Member, and that Trinity has separate assets and liabilities.

(vii) All transactions, agreements, and dealings between such Trinity Member and Trinity (including transactions, agreements and dealings pursuant to which the assets or property of one is used or to be used by the, other) will reflect the separate identity and, legal existence of each entity.

(viii) Except as otherwise specified in the Transaction Agreements, such Trinity Member will not pay its own liabilities from Trinity' s assets.

(ix) Representatives and agents of such Trinity Member (whether or not they are " loaned" employees of any Trinity Member or any Affiliates) will, when purporting to act on behalf of such Trinity Member (other than, if applicable, in its capacity as managing member of Trinity), not hold themselves out to third parties as being representatives or agents, as the case may be, of Trinity and will not utilize business cards, letterhead, purchase orders, invoices and the like of Trinity.

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(x) Such Trinity Member will not compensate any consultants, independent, contractors and agents from the funds of Trinity for services provided to such Trinity Member by such consultants, independent contractors and agents.

(xi) To the extent that Trinity, on the one hand, and such Trinity Member, on the other hand, jointly contract or do business with vendors or service providers or share overhead expenses, the costs and expenses incurred in so doing will be fairly and nonarbitrarily allocated between or among such entities, with the result that each such entity bears its fair share of all such costs and expenses. To the extent that Trinity, on the one hand, and such Trinity Member, on the other hand, contracts or does business with vendors or service providers where the goods or services are wholly or partially for the benefit of the other, then the costs incurred in so doing will be fairly and nonarbitrarily allocated to the entity for whose benefit the goods or services are provided, with the result that each such entity bears its fair share of all such costs, except to the extent otherwise provided in the Transaction Agreements. (xii) Such Trinity Member will not make any loans, advances, guarantees, extensions of credit or contributions of capital to, from or for the benefit of Trinity without proper documentation and proper accounting in accordance with GAAP and other than in accordance with the provisions of the Transaction Agreements. (xiii) Such Trinity Member will cause to be prepared and filed all legally required tax returns for itself (including Federal and state income tax returns) separately from the tax returns of Trinity.

(xiv) Such Trinity Member will not refer to Trinity as a department or division of such Trinity Member and will not otherwise refer to Trinity in a manner inconsistent with its status as a separate and distinct legal entity. In addition, Trinity will hold itself out as separate and distinct from such Trinity Member and from any other Person.

(xv) Such Trinity Member will not hold out the credit of Trinity as being available to satisfy the obligations of such Trinity Member (except as permitted under the Transaction Agreements).

(xvi) Such Trinity Member will not acquire the obligations or securities of Trinity (except as permitted under the Transaction Agreements).

(xvii) Such Trinity Member will not use stationery, invoices, and checks bearing Trinity' s name (except in its capacity as a managing member of Trinity). (xviii) Such Trinity Member will not pledge its assets for the benefit of Trinity (except as permitted under the Transaction Agreements).


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(xix) Such Trinity Member will correct any known misunderstanding regarding its identity as separate from the identity of Trinity.

(xx) No Trinity Member (or any of its Affiliates) will use the separate existence of Trinity to abuse creditors or to perpetrate a fraud, injury, or injustice on creditors.

(xxi) All transactions between a Trinity Member (or any of its Affiliates), on the one hand, and Trinity, on the other, are, and will be, duly authorized and documented, and recorded accurately in the appropriate books and records of such entities. All such transactions are, and will be, fair to each party, constitute exchanges for fair consideration and for reasonably equivalent value, and are, and will be, made in good faith and without any intent to hinder, delay, or defraud creditors. The parties hereto agree that the transactions contemplated in the Transaction Agreements satisfy the requirements of this Section 2.10(a)(xxi) .

(xxii) Such Trinity Member has not entered into the transactions contemplated by the Trinity Company Agreement or any Transaction Agreement to which it is a party in contemplation of insolvency or with a design to prefer one or more creditors to the exclusion in whole or in part of others or with an intent to hinder, delay or defraud any of its creditors.

(xxiii) The assets of such Trinity Member are now, and are intended to be, sufficient to pay the ongoing business expenses of such Trinity Member as they are incurred and to discharge all of its respective liabilities. (b) The Trinity Managing Member will, within the scope of its authority as Trinity Managing Member hereunder, cause Trinity to comply with the following undertakings (provided that the Trinity Managing Member shall not be required to make any Capital Contributions pursuant to this Section 2.10(b) ): (i) Trinity will maintain its books, financial records and accounts, including checking and other bank accounts and custodian and other securities safekeeping accounts, separate and distinct from those of any other Person.

(ii) Trinity will maintain its books, financial records and accounts (including inter-entity transaction accounts) in a manner so that it will not be difficult or costly to segregate, ascertain or otherwise identify its assets and liabilities separate and distinct from the assets and liabilities of any other Person.

(iii) Trinity will not commingle any of its assets, funds, liabilities or business functions with the assets, funds, liabilities or business functions of any other Person, and Trinity will hold all of its own assets in its own name, except as otherwise contemplated in the Transaction Agreements. (iv) Trinity will conduct its own business in its own name, and will observe all requisite organizational and internal procedures and formalities, including the holding of periodic and special meetings of shareholders, managers,


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and boards of directors or managers (or other governing body), as applicable, the recordation and maintenance of minutes of such meetings, and the recordation and maintenance of resolutions adopted at such meetings.

(v) Trinity will not be consensually merged or consolidated with any other Person (other than certain Affiliates for financial reporting purposes).

(vi) If Trinity prepares consolidated financial statements, it will include in its consolidated financial statements footnotes that clearly disclose, among other things the separate existence and identity of Trinity from such consolidated entities, and that Trinity has separate assets and liabilities from such consolidated entities.

(vii) All transactions, agreements and dealings between Trinity and any other Person (including transactions, agreements and dealings pursuant to which the assets or property of one is used or to be used by the other) will reflect the separate identity and legal existence of Trinity from such other Person.

(viii) Transactions between Trinity, on the one hand, and any third parties, on the other hand, will be conducted by Trinity in the name of Trinity as an entity separate and distinct from any other Person.

(ix) Except as otherwise specified in the Transaction Agreements, Trinity will pay its own liabilities from its own assets.

(x) Representatives and agents of Trinity (whether or not they are " loaned" employees of such Trinity Member) will, when purporting to act on behalf of Trinity, hold themselves out to third parties as being representatives or agents, as the case may be, of Trinity and will utilize business cards, letterhead, purchase orders, invoices and the like of Trinity.

(xi) Trinity will compensate all consultants, independent contractors and agents from its own funds for services provided to it by such consultants, independent contractors and agents. (xii) To the extent that Trinity, on the one hand, and any other Person, on the other hand, jointly contract or do business with vendors or service providers or share overhead expenses, the costs and expenses incurred in so doing will be fairly and nonarbitrarily allocated between or among such entities, with the result that each such entity bears its fair share of all such costs and expenses. To the extent that Trinity, on the one hand, and any other Person, on the other hand, contracts or does business with vendors or service providers where the goods or services are wholly or partially for the benefit of the other, then the costs incurred in so doing will be fairly and nonarbitrarily allocated to the entity for whose benefit the goods or services are provided, with the result that each such entity bears its fair share of all such costs, except to the extent otherwise provided in the Transaction Agreements.


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(xiii) Trinity will have annual financial statements prepared in accordance with GAAP separate from such Trinity Member and any other Person; provided , that Trinity and such Trinity Member may be consolidated with certain Affiliates for financial reporting purposes. Such Trinity annual financial statements will show Trinity' s assets and liabilities separate and apart from those of any other Person.

(xiv) Trinity will not make any loans, advances, guarantees, extensions of credit or contributions of capital to, from or for the benefit of any other Person without proper accounting in accordance with GAAP and proper documentation. (xv) Trinity will cause to be prepared and filed all legally required tax returns for itself (including Federal and state income tax returns) separately from the tax returns of any other Person, and will not file a consolidated tax return with any other Person.

(xvi) Trinity will hold itself out as separate and distinct from such Trinity Member and from any other Person. Trinity will not refer to itself as a department or division of such Trinity Member and will not otherwise refer to itself in a manner inconsistent with its status as a legal entity separate and distinct from any other Person.

(xvii) Trinity will maintain adequate capital in light of its contemplated business operations.

(xviii) Trinity will not hold out its credit as being available to satisfy the obligations of any other Person.

(xix) Trinity will not acquire the obligations or securities of its Affiliates or owners (except as permitted under the Transaction Agreements).

(xx) Trinity will not buy or hold evidence of Indebtedness issued by any other Person (except as permitted under the Transaction Agreements).

(xxi) Trinity will use separate stationery, invoices, and checks bearing its own name.

(xxii) Trinity will not pledge its assets for the benefit of any other Person (except as permitted under the Transaction Agreements).

(xxiii) Trinity will correct any known misunderstanding regarding its separate identity from any other Person.

(xxiv) Trinity will not use its separate existence, and Trinity will not permit that its separate existence will be used by any Trinity Member (or any of its Affiliates), in each case, to abuse creditors or to perpetrate a fraud, injury, or injustice on creditors.

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(xxv) All transactions between a Trinity Member (or any of its Affiliates), on the one hand, and Trinity, on the other, are, and will be, duly authorized and documented, and recorded accurately in the appropriate books and records of such entities. All such transactions are, and will be, fair to each party, constitute exchanges for fair consideration and for reasonably equivalent value, and are, and will be, made in good faith and without any intent to hinder, delay, or defraud creditors. Trinity will not take any action, and will not engage in transactions with any Trinity Member (or any of its Affiliates), unless the respective Boards of Managers, managing members, or officers, as appropriate, of Trinity and the applicable Trinity Member, as the case may be, determine in a reasonable fashion that such actions or transactions are in their respective companies' best interests. The parties hereto agree that the transactions contemplated in the Transaction Agreements satisfy the requirements of this Section 2.10(b)(xxv) . (xxvi) Trinity has not entered into the transactions contemplated by the Trinity Company Agreement or any Transaction Agreement to which it is a party in contemplation of insolvency or with a design to prefer one or more creditors to the exclusion in whole or in part of others or with an intent to hinder, delay or defraud any of its creditors. (xxvii) The assets of Trinity are now, and are ...