MEMBERSHIP INTEREST TRANSFER AGREEMENT BY AND BETWEEN EXCO HOLDING (PA), INC. and BG US PRODUCTION COMPANY, LLC EXECUTED ON MAY 9, 2010Membership Interest Transfer Agreement • June 7th, 2010 • Exco Resources Inc • Crude petroleum & natural gas • Texas
THIS MEMBERSHIP INTEREST TRANSFER AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into the 9th day of May, 2010 (the “Execution Date”), between EXCO HOLDING (PA), INC., a Delaware corporation (“EXCO”), and BG US PRODUCTION COMPANY, LLC, a Delaware limited liability company (“BG”). BG and EXCO may be referred to collectively as the “Parties” or individually as a “Party”.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF APPALACHIA MIDSTREAM, LLC DATED JUNE 1, 2010Limited Liability Company Agreement • June 7th, 2010 • Exco Resources Inc • Crude petroleum & natural gas • Texas
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Appalachia Midstream, LLC, a limited liability company organized and existing under the Laws of Delaware (the “Company”), is made this 1st day of June, 2010 (the “Closing Date”) by and among the Company and each of the Persons (as hereinafter defined) listed on Exhibit “A” attached hereto and made a part hereof. Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in Appendix 1 attached hereto.
GUARANTYGuaranty • June 7th, 2010 • Exco Resources Inc • Crude petroleum & natural gas • Texas
THIS GUARANTY (this “Guaranty”) is made as of the 1st day of June, 2010 by BG North America, LLC, a limited liability company organized under the Laws of Delaware (the “Guarantor”), in favor of: (i) EXCO Production Company (PA), LLC, a limited liability company organized under the Laws of Delaware (“EXCO PA”), EXCO Production Company (WV), LLC, a limited liability company organized under the Laws of Delaware (“EXCO WV”), and EXCO Resources (PA), LLC, a limited liability company organized under the Laws of Delaware (“Company”, and together with EXCO PA and EXCO WV collectively, the “JDA Beneficiaries”); and (ii) Company and EXCO Holding (PA), Inc., a corporation incorporated under the Laws of Delaware (“EXCO Holding”, and together with Company, collectively, the “LLC Beneficiaries”, the LLC Beneficiaries together with the JDA Beneficiaries, collectively, the “Beneficiaries”, and any of them, a “Beneficiary”). Guarantor and the Beneficiaries are referred to herein individually as a “Part
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of EXCO RESOURCES (PA), LLC Dated as of June 1, 2010Limited Liability Company Agreement • June 7th, 2010 • Exco Resources Inc • Crude petroleum & natural gas • Texas
This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of EXCO RESOURCES (PA), LLC, a Delaware limited liability company (the “Company”), is dated as of June 1, 2010 (the “Closing Date”), and is by and among the Company and the Members.
NINTH SUPPLEMENTAL INDENTURENinth Supplemental Indenture • June 7th, 2010 • Exco Resources Inc • Crude petroleum & natural gas • New York
THIS NINTH SUPPLEMENTAL INDENTURE, dated as of April 30, 2010 (this “Ninth Supplemental Indenture”), is by and among EXCO Resources, Inc., a Texas corporation (the “Issuer”), EXCO Partners GP, LLC, a Delaware limited liability company, EXCO GP Partners Old, LP, a Delaware limited partnership, EXCO Partners OLP GP, LLC, a Delaware limited liability company, EXCO Operating Company, LP, a Delaware limited partnership, and Vernon Gathering, LLC, a Delaware limited liability company (collectively, the “Guarantors”), and Wilmington Trust Company, as trustee (the “Trustee”).
GUARANTYGuaranty • June 7th, 2010 • Exco Resources Inc • Crude petroleum & natural gas • Texas
THIS GUARANTY (this “Guaranty”) is made as of the 9th day of May, 2010 by BG Energy Holdings Limited, a company incorporated under the Laws of England and Wales (the “Guarantor”), in favor of EXCO Holding (PA), Inc., a corporation incorporated under the Laws of Delaware (“EXCO Holding”), EXCO Production Company (PA), LLC, a limited liability company incorporated under the Laws of Delaware (“EXCO PA”), and EXCO Production Company (WV), LLC, a limited liability company incorporated under the Laws of Delaware (“EXCO WV” and, together with EXCO Holding and EXCO PA, “EXCO”). Guarantor and EXCO Holding are referred to herein individually as a “Party” and collectively as the “Parties”.
JOINT DEVELOPMENT AGREEMENT BY AND AMONG BG PRODUCTION COMPANY (PA), LLC BG PRODUCTION COMPANY (WV), LLC EXCO PRODUCTION COMPANY (PA), LLC EXCO PRODUCTION COMPANY (WV), LLC AND EXCO RESOURCES (PA), LLC DATED JUNE 1, 2010Joint Development Agreement • June 7th, 2010 • Exco Resources Inc • Crude petroleum & natural gas • Texas
THIS JOINT DEVELOPMENT AGREEMENT is signed this 1st day of June, 2010 (the “Closing Date”) by and among BG Production Company (PA), LLC, a limited liability company organized and existing under the Laws of Delaware (“BGPA”), BG Production Company (WV), LLC, a limited liability company organized and existing under the Laws of Delaware (“BGWV” and, together with BGPA and any other Affiliate of BGPA that becomes a Party to this Agreement, “BG”), EXCO Production Company (PA), LLC, a limited liability company organized and existing under the Laws of Delaware (“EXCOPA”), EXCO Production Company (WV), LLC, a limited liability company organized and existing under the Laws of Delaware (“EXCOWV” and, together with EXCOPA and any other Affiliate of EXCOPA that becomes a Party to this Agreement, “EXCO”), and EXCO Resources (PA), LLC, a limited liability company organized and existing under the Laws of Delaware (the “Company”). BG, EXCO and the Company shall sometimes be referred to herein together
ELEVENTH SUPPLEMENTAL INDENTUREEleventh Supplemental Indenture • June 7th, 2010 • Exco Resources Inc • Crude petroleum & natural gas • New York
THIS ELEVENTH SUPPLEMENTAL INDENTURE, dated as of May 28, 2010 (this “Eleventh Supplemental Indenture”), is by and among EXCO Resources, Inc., a Texas corporation (the “Issuer”), EXCO Resources (PA), LLC, a Delaware limited liability company (f/k/a EXCO Resources (PA), LLC, a Texas limited liability company) (“EXCO PA”), EXCO Production Company (WV), LLC, a Delaware limited liability company (f/k/a EXCO Resources (WV), LLC, a Texas limited liability company and f/k/a EXCO Production Company (WV), LLC, a Texas limited liability company) (“EXCO WV” and together with EXCO PA, the “Surviving Guarantors”), BG Production Company (PA), LLC, a Delaware limited liability company (f/k/a BG Natural Gas Production Company (PA), LLC, a Texas limited liability company), BG Production Company (WV), LLC, a Delaware limited liability company (f/k/a BG Natural Gas Production Company (WV), LLC, a Texas limited liability company), EXCO Production Company (PA), LLC, a Delaware limited liability company (f/
PERFORMANCE GUARANTYPerformance Guaranty • June 7th, 2010 • Exco Resources Inc • Crude petroleum & natural gas • Texas
THIS PERFORMANCE GUARANTY (this “Guaranty”) is made as of the 9th day of May, 2010 by EXCO Resources, Inc., a corporation incorporated under the Laws of Texas (the “Guarantor”), in favor of BG US Production Company, LLC, a limited liability company formed under the Laws of Delaware (“BG”). Guarantor and BG are referred to herein individually as a “Party” and collectively as the “Parties”.
TENTH SUPPLEMENTAL INDENTURETenth Supplemental Indenture • June 7th, 2010 • Exco Resources Inc • Crude petroleum & natural gas • New York
THIS TENTH SUPPLEMENTAL INDENTURE, dated as of May 7, 2010 (this “Tenth Supplemental Indenture”), is by and among EXCO Resources, Inc., a Texas corporation (the “Issuer”), EXCO Holding (PA), Inc., a Delaware corporation (the “Guarantor”), and Wilmington Trust Company, as trustee (the “Trustee”).
EXCO HOLDING (PA), INC. 12377 Merit Drive, Suite 1700 Dallas, Texas 75251Exco Resources Inc • June 7th, 2010 • Crude petroleum & natural gas
Reference is made to that certain Membership Interest Transfer Agreement by and between EXCO Holding (PA), Inc. (“EXCO”), and BG US Production Company, LLC (“BG”), dated as of May 9, 2010 (the “MITA”). In consideration of the mutual promises contained herein and in the MITA and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree to amend the MITA as follows:
