FORM OF CONTRIBUTION, CONVEYANCE, ASSUMPTION AND INDEMNIFICATION AGREEMENT EXCO PARTNERS, LPAssumption and Indemnification Agreement • December 17th, 2007 • EXCO Partners, LP • Crude petroleum & natural gas • Texas
THIS CONTRIBUTION, CONVEYANCE, ASSUMPTION AND INDEMNIFICATION AGREEMENT, dated as of , 2008, is entered into by and among EXCO Resources, Inc., a Texas corporation ("EXCO"), EXCO Appalachia, Inc., a Delaware corporation ("EXCO Appalachia"), EXCO Services, Inc., a Delaware corporation ("EXCO Services"), EXCO Partners GP LP, LLC, a Delaware limited liability company ("GP LP LLC"), EXCO GP Partners, LP, a Delaware limited partnership (the "General Partner"), EXCO Partners, LP, a Delaware limited partnership (the "MLP"), EXCO Partners MLP LP, LLC, a Delaware limited liability company ("MLP LP LLC"), EXCO Partners Operating GP, LLC, a Delaware limited liability company ("OLP GP"), EXCO Partners Operating MLP, LP, a Delaware limited partnership ("OLP"), EXCO USA GP, LLC, a Delaware limited liability company ("USA GP"), EXCO Operating USA, LP, a Delaware limited partnership ("USA"), Winchester Production Company, Ltd., a Texas limited partnership ("Winchester"), EXCO Partners Operating Partne
FORM OF ADMINISTRATIVE SERVICES AGREEMENT AMONG EXCO PARTNERS GP LP, LLC, EXCO GP PARTNERS, LP, EXCO PARTNERS, LP, EXCO PARTNERS OPERATING GP, LLC, EXCO PARTNERS OPERATING MLP, LP, AND EXCO RESOURCES, INC.Administrative Services Agreement • December 17th, 2007 • EXCO Partners, LP • Crude petroleum & natural gas • Texas
THIS ADMINISTRATIVE SERVICES AGREEMENT is entered into on, and effective as of [ ], 2008 (the "Effective Date"), among EXCO Partners GP LP, LLC, a Delaware limited liability company ("GP LLC"), EXCO GP Partners, LP, a Delaware limited partnership (the "General Partner"), EXCO Partners, LP, a Delaware limited partnership (the "Partnership"), EXCO Partners Operating GP, LLC, a Delaware limited liability company ("OLP GP LLC"), EXCO Partners Operating MLP, LP, a Delaware limited partnership (the "Operating Partnership"), and EXCO Resources, Inc., a Texas corporation ("EXCO," and collectively with the General Partner, the Partnership and the Operating Partnership, the "Parties" and each, a "Party").
FORM OF MASTER OPERATING AGREEMENTMaster Operating Agreement • December 17th, 2007 • EXCO Partners, LP • Crude petroleum & natural gas • Texas
This Master Operating Agreement (this "Agreement") is made and entered into this day of , 2008 (the "Effective Date"), by and among EXCO Resources, Inc., a Texas corporation ("EXCO"), EXCO Partners, LP, a Delaware limited partnership (the "Partnership"), EXCO GP Partners, LP (the "General Partner"), EXCO Partners GP LP, LLC (the "Managing General Partner"), EXCO Partners Operating, MLP, LP, a Delaware limited partnership ("OLP"), EXCO Partners Operating Partnership, LP, a Delaware limited partnership ("EPOP"), Winchester Production Company, LP, a Delaware limited partnership ("Winchester"), North Coast Energy, LLC, a Delaware limited liability company ("North Coast"), EXCO Operating USA, LP, a Delaware limited partnership ("EXCO USA"), North Coast Energy Eastern LLC, a Delaware limited liability company ("North Coast Eastern") and Power Gas Marketing & Transmission, LLC, a Delaware limited liability company ("PGMT"). EXCO, the Partnership, the General Partner, the Managing General Part
FORM OF FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EXCO PARTNERS GP LP, LLCLimited Liability Company Agreement • October 25th, 2007 • EXCO Partners, LP • Crude petroleum & natural gas • Delaware
THIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of EXCO PARTNERS GP LP, LLC (the "Company"), dated as of October , 2007 is entered into by EXCO Resources, Inc., a Texas corporation, as sole member of the Company.
FORM OF THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of [ ], 2008 among EXCO PARTNERS OPERATING MLP, LP as Borrower CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent...Credit Agreement • December 17th, 2007 • EXCO Partners, LP • Crude petroleum & natural gas • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of [ ], 2008, among EXCO PARTNERS OPERATING MLP, LP, as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
FORM OF NORTH COAST—EXCO DEEP RIGHTS FARMOUT AGREEMENTRights Farmout Agreement • November 19th, 2007 • EXCO Partners, LP • Crude petroleum & natural gas • Ohio
THIS AGREEMENT, made and entered into this day of , 2007, and between NORTH COAST ENERGY, LLC, a Delaware limited liability company, having a mailing address of One GOJO Plaza, Suite 325, Akron, Ohio 43411, as Farmor, and EXCO APPALACHIA, INC., a Delaware corporation, having a mailing address of 12377 Merit Drive, Suite 170, LB 82, Dallas, Texas 75251, hereinafter referred to as "Farmee",
FORM OF AGREEMENT OF LIMITED PARTNERSHIP OF EXCO GP PARTNERS, LPEXCO Partners, LP • October 25th, 2007 • Crude petroleum & natural gas • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP (this "Agreement"), dated as of September 4, 2007, is entered into and executed by EXCO Partners GP LP, LLC, a Delaware limited liability company, as General Partner, and EXCO Partners MLP LP, LLC, a Delaware limited liability company, as Organizational Limited Partner.
NORTH COAST—EXCO DEEP RIGHTS FARMOUT AGREEMENTRights Farmout Agreement • December 28th, 2007 • EXCO Partners, LP • Crude petroleum & natural gas • Ohio
THIS NORTH COAST—EXCO DEEP RIGHTS FARMOUT AGREEMENT (this "Agreement") is made and entered into this day of , 2008, by and among NORTH COAST ENERGY, LLC, a Delaware limited liability company, and POWER GAS MARKETING & TRANSMISSION, LLC, a Delaware limited liability company, each having a mailing address of One GOJO Plaza, Suite 325, Akron, Ohio 43411, hereinafter collectively referred to as "Farmor," and EXCO APPALACHIA, INC., a Delaware corporation, having a mailing address of 12377 Merit Drive, Suite 170, LB 82, Dallas, Texas 75251, hereinafter referred to as "Farmee."
FORM OF TAX SHARING AGREEMENT BY AND AMONG EXCO RESOURCES, INC. AND EXCO PARTNERS, LPTax Sharing Agreement • December 17th, 2007 • EXCO Partners, LP • Crude petroleum & natural gas • Delaware
