FORM OF CONTRIBUTION, CONVEYANCE, ASSUMPTION AND INDEMNIFICATION AGREEMENT EXCO PARTNERS, LPAssumption and Indemnification Agreement • November 19th, 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 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 OLP GP, LLC, a Delaware limited liability company ("OLP GP"), EXCO Partners Operating, LP, a Delaware limited partnership ("OLP"), EXCO USA GP, LLC, a Delaware limited liability company, EXCO Operating USA, LP, a Delaware limited partnership, North Coast Energy, LLC, a Delaware limited liability company ("North Coast"), North Coast Energy Eastern, LLC, a Delaware limited liability company ("Eastern"), and Power Gas Marketing & Transmission, L
ADMINISTRATIVE SERVICES AGREEMENT AMONG EXCO PARTNERS GP LP, LLC, EXCO GP PARTNERS, LP, EXCO PARTNERS, LP, EXCO PARTNERS OLP GP, LLC, EXCO PARTNERS OPERATING, LP, AND EXCO RESOURCES, INC.Administrative Services Agreement • November 19th, 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 OLP GP, LLC, a Delaware limited liability company ("OLP GP LLC"), EXCO Partners Operating, 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 • November 19th, 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, 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, a [ ] ("PGMT"). EXCO, the Partnership, the General Partner, the Managing General Partner, OLP, EPOP, Winchester, North Coast,
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",
