0001193125-10-205740 Sample Contracts

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of EXCO RESOURCES (XA), LLC
Limited Liability Company Agreement • September 7th, 2010 • EXCO Resources (XA), LLC • Crude petroleum & natural gas

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of EXCO Resources (XA), LLC, a Delaware limited liability company (the “Company”), is dated as of May 28, 2010, and is by EXCO Holding (PA), Inc, a Delaware corporation (the “Member”).

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LIMITED LIABILITY COMPANY AGREEMENT OF EXCO Partners OLP GP, LLC A Delaware Limited Liability Company
Limited Liability Company Agreement • September 7th, 2010 • EXCO Resources (XA), LLC • Crude petroleum & natural gas

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of EXCO Partners OLP GP, LLC (the “Company”), is made and entered into effective as of September 29, 2006, by EXCO Resources, Inc., as the sole member of the Company (the “Member”).

AGREEMENT OF LIMITED PARTNERSHIP OF EXCO PARTNERS OPERATING PARTNERSHIP, LP
Agreement • September 7th, 2010 • EXCO Resources (XA), LLC • Crude petroleum & natural gas • Delaware

THIS AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”), dated as of September 29, 2006, is entered into and executed by EXCO Partners OLP GP, LLC, a Delaware limited liability company, as general partner, and EXCO Resources, Inc., a Delaware corporation, as Organizational Limited Partner.

LIMITED LIABILITY COMPANY AGREEMENT OF EXCO EQUIPMENT LEASING, LLC
Limited Liability Company Agreement • September 7th, 2010 • EXCO Resources (XA), LLC • Crude petroleum & natural gas

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of EXCO EQUIPMENT LEASING, LLC (the “Company”), is made and entered into effective as of July 29, 2010, by EXCO Resources, Inc., as the sole member of the Company (the “Member”).

LIMITED LIABILITY COMPANY AGREEMENT OF EXCO MIDCONTINENT MLP, LLC A Delaware Limited Liability Company
Limited Liability Company Agreement • September 7th, 2010 • EXCO Resources (XA), LLC • Crude petroleum & natural gas • Delaware

This Limited Liability Company Agreement of EXCO Midcontinent MLP, LLC (this “Agreement”), effective as of November 27, 2007, is adopted, executed and agreed to by the Member (as defined below).

LIMITED LIABILITY COMPANY AGREEMENT OF VERNON GATHERING, LLC
Limited Liability Company Agreement • September 7th, 2010 • EXCO Resources (XA), LLC • Crude petroleum & natural gas

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of VERNON GATHERING, LLC (the “Company”), is made and entered into effective as of March 9, 2007, by Vernon Holdings, LLC, as the sole member of the Company (the “Member”).

LIMITED LIABILITY COMPANY AGREEMENT OF EXCO Partners GP, LLC A Delaware Limited Liability Company
Limited Liability Company Agreement • September 7th, 2010 • EXCO Resources (XA), LLC • Crude petroleum & natural gas • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT OF EXCO Partners GP, LLC (this “Agreement”), dated as of September 29, 2006, is adopted, executed and agreed to by EXCO Resources, Inc., a Delaware corporation and the sole member of the Company (the “Organizational Member”).

AGREEMENT OF LIMITED PARTNERSHIP OF EXCO GP PARTNERS, LP
Agreement • September 7th, 2010 • EXCO Resources (XA), LLC • Crude petroleum & natural gas • Delaware

THIS AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”), dated as of September 29, 2006, is entered into and executed by EXCO Partners GP, LLC, a Delaware limited liability company, as general partner, and EXCO Resources, Inc., a Delaware corporation, as Organizational Limited Partner.

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