0001047469-07-007977 Sample Contracts

FORM OF FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EXCO PARTNERS GP LP, LLC
Limited 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.

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FORM OF AGREEMENT OF LIMITED PARTNERSHIP OF EXCO GP PARTNERS, LP
EXCO 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.

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