0001193125-09-171936 Sample Contracts

RE: Second Amendment to Purchase and Sale Agreement
Exco Resources Inc • August 11th, 2009 • Crude petroleum & natural gas

Reference is made to that certain Purchase and Sale Agreement by and between EXCO Operating Company, LP and EXCO Production Company, LP (collectively, “Seller”), and BG US Production Company, LLC (“Buyer”), dated June 29, 2009, as amended by such parties pursuant to that certain letter agreement dated July 13, 2009 (the “Purchase Agreement”). In consideration of the mutual promises contained herein and in the Purchase Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree to amend the Purchase Agreement as follows:

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CONTRIBUTION AGREEMENT BY AND AMONG VAUGHAN HOLDING COMPANY, LLC EXCO OPERATING COMPANY, LP and BG US GATHERING COMPANY, LLC EXECUTED ON August 5, 2009 EFFECTIVE DATE: January 1, 2009
Contribution Agreement • August 11th, 2009 • Exco Resources Inc • Crude petroleum & natural gas • Texas

THIS CONTRIBUTION AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into the 5th day of August, 2009, among EXCO OPERATING COMPANY, LP, a Delaware limited partnership (“EOC”), VAUGHAN HOLDING COMPANY, LLC, a Texas limited liability company (“Vaughan” and collectively, with EOC, “EXCO”) and BG US GATHERING COMPANY, LLC, a Delaware limited liability company (“BG”). EXCO and BG may be referred to collectively as the “Parties” or individually as a “Party”.

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