EXCO HOLDING (PA), INC. 12377 Merit Drive, Suite 1700 Dallas, Texas 75251Membership Interest Transfer Agreement • February 24th, 2011 • Exco Resources Inc • 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:
ASSET PURCHASE AGREEMENT BETWEEN CHIEF OIL & GAS LLC, CHIEF EXPLORATION & DEVELOPMENT LLC, AND RADLER 2000 LIMITED PARTNERSHIP, AS SELLER, AND EXCO HOLDING (PA), INC. AS BUYER As of December 15, 2010Asset Purchase Agreement • February 24th, 2011 • Exco Resources Inc • Crude petroleum & natural gas
This Asset Purchase Agreement is dated December 15, 2010, and is between CHIEF EXPLORATION & DEVELOPMENT LLC, a Texas limited liability company (“Chief E&D”), CHIEF OIL & GAS LLC, a Texas limited liability company (“Chief O&G”), and RADLER 2000 LIMITED PARTNERSHIP, a Texas limited partnership (“Radler” and, together with Chief E&D and Chief O&G, “Seller” or “Sellers”), and EXCO HOLDING (PA), INC., a Delaware corporation (“EXCO” or “Buyer”).
EXCO HOLDING (PA), INC. 12377 Merit Drive, Suite 1700 Dallas, Texas 75251Membership Interest Transfer Agreement • February 24th, 2011 • Exco Resources Inc • 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 (as it may have been amended from time to time, the “MITA”).
EXCO OPERATING COMPANY, LP. 12377 Merit Drive, Suite 1700 Dallas, Texas 75251Joint Development Agreement • February 24th, 2011 • Exco Resources Inc • Crude petroleum & natural gas
Re: Amendment to Membership Interest Transfer AgreementMembership Interest Transfer Agreement • February 24th, 2011 • Exco Resources Inc • 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 (together with all amendments, the “MITA”).
Re: Second Amendment to Membership Interest Transfer AgreementMembership Interest Transfer Agreement • February 24th, 2011 • Exco Resources Inc • 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, as amended by such parties pursuant to that certain letter agreement dated June 1, 2010 (as so amended, the “MITA”). Pursuant to Section 12.1(a) of the MITA, on June 18, 2010, BG submitted a notice of extension of the Post-Closing Environmental Defect Claim Date (an “Extension Notice”). On June 24, 2010, EXCO sent notice of disagreement with the Extension Notice and proposed that the parties resolve their differences by certain changes to 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, BG and EXCO hereby agree to amend the MITA as follows:
EXCO HOLDING (PA), INC. 12377 Merit Drive, Suite 1700 Dallas, Texas 75251Membership Interest Transfer Agreement • February 24th, 2011 • Exco Resources Inc • 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 (as it may have been amended from time to time, 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, EXCO and BG hereby agree to amend the MITA as follows:
CREDIT AGREEMENT dated as of January 31, 2011 among TGGT HOLDINGS, LLC, TGG PIPELINE, LTD. and TALCO MIDSTREAM ASSETS, LTD., as Borrowers TGGT GP HOLDINGS, LLC and CERTAIN SUBSIDIARIES OF BORROWERS, as Guarantors The Lenders Party Hereto, JPMORGAN...Credit Agreement • February 24th, 2011 • Exco Resources Inc • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT dated as of January 31, 2011, among TGGT HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), TGG PIPELINE, LTD., a Texas limited partnership (“TGG Pipeline”) and TALCO MIDSTREAM ASSETS, LTD., a Texas limited partnership (“Talco”; and together with Holdings and TGG Pipeline, each a “Borrower” and collectively, the “Borrowers”), TGGT GP HOLDINGS, LLC, a Delaware limited liability company (“General Partner”) and CERTAIN SUBSIDIARIES OF BORROWERS, as Guarantors, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
FIRST AMENDMENT AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT TGGT HOLDINGS, LLCLimited Liability Company Agreement • February 24th, 2011 • Exco Resources Inc • Crude petroleum & natural gas
This First Amendment to the Amended and Restated Limited Liability Company Agreement (the “Amendment”) of TGGT Holdings, LLC, a limited liability company organized and existing under the Laws of Delaware (the “Company”), is dated and effective this 31st day of January, 2011 (the “Amendment Effective Date”). This Amendment is made and entered into by and between the Company and each of the Members of the Company as of the Amendment Effective Date.
BG PRODUCTION COMPANY (PA), LLC Houston, Texas 77056Joint Development Agreement • February 24th, 2011 • Exco Resources Inc • Crude petroleum & natural gas
Reference is made in this letter (this “Letter Agreement”) to that certain Joint Development Agreement between BG Production Company (PA), LLC (“BGPA”), BG Production Company (WV), LLC (“BGWV” and, together with BGPA, “BG”), EXCO Production Company (PA), LLC (“EXCOPA”), EXCO Production Company (WV), LLC (“EXCOWV” and, together with EXCOPA, “EXCO”), and EXCO Resources (PA), LLC (the “Company”), dated June 1, 2010 (as it may have been heretofore amended, the “JDA”). BGPA, BGWV, EXCOPA, EXCOWV and the Company are referred to herein collectively as the “Parties” and each individually as “Party”. Capitalized terms used in this Letter Agreement and not otherwise defined herein shall have the meanings given such terms in the JDA.
