FIRST AMENDED AND RESTATED ASSET ADVISORY AGREEMENT

Services. Manager shall provide operating company oversight functions for Owner in connection with the assets of the owner (the “Assets”), which services (the “Services”) may include, but shall not be limited to, the following:

Manager shall be responsible for the day-to-day communication and coordination with any personnel or other service providers hired by Owner or its subsidiaries with respect to the Assets. Manager shall provide the other management services as are set forth in this Agreement; however, notwithstanding anything in this Agreement to the contrary, Owner shall retain the sole right to approve or change the budget for the operation of the Assets, to approve any transactions with respect to the Assets, and to hire and fire personnel and other service providers for the Assets.

Manager shall assist and advise Owner with respect to the Long Term Plan (as hereafter defined). For purposes hereof, “Long Term Plan” means the Long Term Plan developed or adopted by Owner with respect to the Assets, as may be amended from time to time.

Manager shall, subject to the availability of sufficient funds, work diligently to implement the Long Term Plan and shall have the authority (together with the obligation and responsibility) to manager the Assets in accordance with such Long Term Plan. Any specific action or cost enumerated in any Long Term Plan may be implanted and consummated by Manager for Owner without further approval or participation of Owner; however, Owner retains the right to change the Long Term Plan at any time.

Notwithstanding anything to the contrary herein, if, in order to preserve the rights of Owner with respect to the Assets, certain action not authorized pursuant to the Long Term Plan or the terms of this Agreement would otherwise require the approval of Owner must be immediately taken in response to an emergency matter concerning the Assets (“Emergency Matter”) in order to protect Owner’s interest therein, then Manager shall be authorized to take such actions as it deems necessary or appropriate to so protect the interests of Owner. Manager shall promptly notify Owner of the action taken and the circumstances giving rise to such action (including the reason for the requirement for immediate action). Any such action or expenditure relating to an Emergency Matter that may be consummated by Manager shall be deemed approved by Owner.

Provide any other operating company oversight functions with respect to the Owner as mutually agreed between the Parties, which may include certain ancillary and other support services (including legal, compliance, audit, accounting, administration, reporting, cash management, tax, risk management advice, communications, information technology development, hedging (including establishing trading relationships and negotiating documentation, which documentation is subject to approval by the relevant contracting entity; underwriting and diligencing derivative transactions associated with the Owner; regulatory and contractual compliance; and effectuating clearing, reporting, and other derivative administrative infrastructure agreements, and relationships), and other similar and related services.

Manager shall obtain and maintain on behalf of Owner all licenses, permits, certificates, consents, and other approvals required with respect to the Assets (collectively, “Licenses”). Manager shall provide Owner with copies of all completed initial or renewal License applications for approval, not less than thirty (30) days prior to the date such applications are due. All Licenses shall be obtained in the Owner’s name whenever possible. Any Licenses obtained in the name of Manager shall be held on whenever possible. Any Licenses obtained in the name of Manager shall be held on behalf of Owner, and upon, termination of this Agreement, Manager shall transfer or assign all such Licenses to such person as the Owner may direct at no cost, to the extent permitted by applicable law.

Manager shall not be required to devote its full time attention to the management of the Assets, but only such time as is reasonably necessary for the proper conduct of its duties under this Agreement.

Manager shall be entitled to delegate all or part of any Services (the “Delegated Services”) under this Agreement to one or more contractors, consultants or Affiliates (as defined below) as described in this Section 1(h) (each such contractor, consultant or Affiliate, a “Sub-Manager”). For purposes of this Agreement, with respect to any Party, “Affiliates” is defined as any entity controlling, controlled by, or under common control with such Party. The term “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as used with respect to any entity, shall mean possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities or by contract or otherwise.

The Delegated Services shall be performed in accordance with the standard set forth in Section 3 (Duty of Care) of this Agreement. The Manager shall ensure that all terms of any engagement with any Sub-Manager contain provisions pursuant to which: (i) the engagement shall automatically terminate upon termination of this Agreement, and (ii) the Sub-Manager shall comply with the obligations set forth in Section 7 (Confidentiality) of this Agreement.

Consultation and Communication; Reports.

Manager’s management personnel shall be available at the reasonable request of Owner for consultation and shall provide Owner with all information pertaining to the Assets and Manager’s services related thereto as is reasonably requested and as Manager can reasonably provide.

Owner and Manager shall, upon Owner’s request (such request to be made by written notice to Manager, setting forth the time, date and location of such meeting, meet (or hold a telephone conference call) to discuss the progress of, and proposals, strategy, operation, and administrative matters relating to, the Assets, and to review actual operating results in relation to the projects set forth in the Long Term Plans. For any of the foregoing meetings that require Manager’s representatives to travel, Owner shall pay all travel, lodging, food and other expenses of such representatives incurred in traveling to, staying at, and returning from the location of any such meeting.

Manager shall prepare and submit to Owner, by no later than the twenty-fifth (25^th) day of each month, regular monthly reports for the prior month of its activities on behalf of Owner for examination and review by Owner, which reports shall be in the form and substance reasonably satisfactory to Owner.

Duty of Care. Manager shall carry out its obligations hereunder in accordance with the commercially reasonable care, skill and diligence with which a similarly employed third party advisory would provide comparable oversight and advisory services for comparable companies.

Expenses. All expenses incurred by Manager on behalf of Owner hereunder shall be paid by Owner, in strict accordance with the applicable Long Term Plan, or as otherwise approved by Owner. In no event shall Manager be obligated to pay any expenses related to the Assets. If Manager, in its sole discretion, shall elect to pay any expenses, Owner shall reimburse Manager as set forth in the applicable Long Term Plan.

Fees and Payment.

In consideration for the performance of the Services under this Agreement, the Owner shall pay to the Manager promptly after receipt of an invoice from the Manager, the following amounts in the currency agreed between the Parties (collectively, the “Fees”):

All reasonable out-of-pocket third party costs and expenses paid or incurred by the Manager and/or any of its Affiliates in the performance of the Services (for the avoidance of doubt, such costs and expenses to exclude any amount included in an arm’s length fee under Section 5(a)(ii); and

In consideration of the performance of the Services, performed by the Manager or any Sub-Manager that is an Affiliate of the Manager during the term of this Agreement, an arm’s length fee calculated using actual time incurred multiplied by the hourly billing rates of the individuals performing such services plus a ten percent (10%) margin.

The arm’s length fee under Section 5(a)(ii) shall exclude any costs and expenses reimbursed under Section 5(a)(i).

The Manager shall not be obliged to advance any out-of-pocket third party costs or expenses, and its obligations to perform the Services shall be so limited.

The Manager shall invoice the Fee to the Owner on a monthly basis. The Fee shall be paid by the Owner within thirty (30) days of receipt by the Owner of the invoice.

Term; Termination.

This Agreement shall be effective as of the date first above written. This Agreement shall be terminable by Manager or Owner and/or the Fund upon thirty (30) days’ notice from one to the others for any reason or no reason whatsoever.

Upon expiration or termination of this Agreement for any reason, (i) Manager shall deliver to Owner, or its nominee (A) all books, documents, records, materials, supplies, and funds in its possession belonging to Owner or received by Manager pursuant to the terms of this Agreement and (B) a statement of expenses incurred by, and other amounts payable to, Manager pursuant to this Agreement as of the date of termination, and (ii) not later than fifteen (15) days following the date of termination, Owner shall pay to Manager in full all amounts due Manager as of such date of termination.

Termination of this Agreement shall not release Manager or Owner, as the case may be, from liability for failure to perform any of the duties or obligations of Manager or Owner, as the case may be, under this Agreement that have accrued as of the date of termination.

Confidentiality. Each Party shall maintain in confidence the facts and terms of this Agreement and all other information received from the other Party that is identified in writing at the time of delivery as being confidential; provided, however, that each Party may disclose such information (a) to its and its affiliates’ directors, officers, employees, or agents (it being understood that they shall be informed by such Party of the confidential nature of such information and that such Party shall cause them to treat such information confidentially); (b) if required to do so by applicable laws, rules, regulations, or orders; (c) if such information becomes part of the public domain; or (d) if such information otherwise was or becomes available to such Party on a non-confidential basis, provided that the source of such information was not known by such Party to be bound by a confidentiality obligation.

Representations and Warranties. Each Party represents and warrants to the other that, as of the date hereof:

It is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation. It has all requisite power and authority to enter into and to perform its obligations under this Agreement.

Its execution, delivery, and performance of this Agreement have been duly authorized and do not and will not (i) violate any law, rule, regulation, order, or decree applicable to it or (ii) violate its organizational documents.

This Agreement is a legal and binding obligation, enforceable against it in accordance with its terms, except to the extent enforceability is modified by bankruptcy, reorganization, and other similar laws affecting the rights of creditors generally and by general principles of equity.

There is no litigation pending or, to the best of its knowledge, threatened to which it is a party that, if adversely determined, would have a material adverse effect on the transactions contemplated in this Agreement or its financial condition, prospects, or business.

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

The Parties shall attempt in good faith to resolve any dispute or difference of any kind whatsoever between the Parties or any of their affiliates arising out of or in connection with or in relation to this Agreement, including any claims arising out of or relating to this Agreement, whether in contract, tort, statutory, or otherwise, and including any claims regarding the existence, scope, validity, breach, or termination of this Agreement (each, a “Dispute”), by mutual agreement.

If any Dispute cannot be resolved by mutual agreement, the Dispute shall be finally settled by arbitration pursuant to the procedures set forth in this Section 10.

The arbitral tribunal (the “Tribunal”) shall be composed of three (3) arbitrators. Manager and Owner shall each appoint an arbitrator within thirty (30) days of the date of a request to initiate arbitration, and the two (2) appointed arbitrators shall then jointly appoint a third arbitrator within thirty (30) days of the appointment of the second arbitrator, to act as chairman of the Tribunal. Arbitrators not appointed within the time limits set forth in the preceding sentence shall be appointed by the American Arbitration Association at the request of either Owner or Manager.

The arbitration shall be conducted in accordance with the then-existing Rules of Arbitration (the “Rules”) of the American Arbitration Association. The arbitration shall take place in Dallas, Texas and be conducted in the English language. The Tribunal shall apply the substantive law of Texas

Any monetary award shall be in United States dollars. The award of the Tribunal shall be kept confidential, and no Party shall disclose the award or the substance of the award or any portion thereof to any other person or entity, except to the extent necessary to comply with any applicable law, regulation, or order of any court, agency, or regulatory authority, or to make appropriate filings with any stock exchange or in court proceedings relating to any application concerning the award that is made by any Party; provided, however, that the award may be disclosed to any affiliate, shareholder, member, or lender of any Party to the arbitration if such affiliate, shareholder, member, or lender agrees to maintain the confidentiality of the award to the extent required by this Section 10(f). The arbitrator shall not have the authority to award punitive, special, exemplary, incidental, indirect, or consequential damages, regardless of whether a claim is based on contract, tort (including negligence), strict liability, violation of any applicable deceptive trade practices act or similar law, or any other legal or equitable principle.

The award rendered and any arbitration commenced hereunder shall be final and binding upon the Parties, and a judgment thereon may be entered in any court having jurisdiction for its enforcement.

The obligation to arbitrate under this Section 10 is binding on the Parties and their affiliates, successors, and assigns. For purposes of appointing arbitrators, any Party and its affiliates, successors, and assigns shall jointly appoint such Party’s arbitrator. Each Party agrees that, failing mutual agreement in accordance with Section 10(b), arbitration under this Section 10 is the exclusive method for resolving any Dispute and that such Party and its affiliates will not commence any action or proceeding concerning a Dispute, except to enforce the award or to compel arbitration.