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 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 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
