MEMBERSHIP INTEREST (ERPA) TRANSFER AGREEMENTMembership Interest Transfer Agreement • March 1st, 2018 • Exco Resources Inc • Crude petroleum & natural gas • Texas
THIS MEMBERSHIP INTEREST (ERPA) TRANSFER AGREEMENT (this “Agreement”) is entered into as of the Closing Date (as defined below), but is effective for all purposes as of 11:57 p.m. on November 30, 2017 (the “Effective Time”), by and among BG US Production Company, LLC, a Delaware limited liability company (“Seller”), EXCO Resources (PA), LLC, a Delaware limited liability company (“Company”), and EXCO Holding (PA), Inc., a Delaware corporation (“Purchaser”). Each of Seller, Company and Purchaser may be referred to as a “Party” or together, as the “Parties.” Capitalized terms not otherwise defined herein, including in Section 14, shall have the meanings attributed to them in the Second Amended and Restated Limited Liability Company Agreement, dated June 1, 2010, of Company (as amended from time to time, including an amendment on October 14, 2014, the “Operating Agreement”).
MEMBERSHIP INTEREST (BG WV) TRANSFER AGREEMENTMembership Interest Transfer Agreement • March 1st, 2018 • Exco Resources Inc • Crude petroleum & natural gas • Texas
THIS MEMBERSHIP INTEREST (BG WV) TRANSFER AGREEMENT (this “Agreement”) is entered into as of the Closing Date (as defined below), but is effective for all purposes as of 11:59 p.m. on November 30, 2017 (the “Effective Time”), by and among BG US Production Company, LLC, a Delaware limited liability company (“Seller”), BG Production Company (WV), LLC, a Delaware limited liability company (“Company”), and EXCO Production Company (WV), LLC, a Delaware limited liability company (the “Purchaser”). Each of Seller, Company and Purchaser may be referred to as a “Party” or together, as the “Parties.” Capitalized terms not otherwise defined herein, including in Section 12, shall have the meanings attributed to them in the Amended and Restated Operating Agreement of Company dated June 1, 2010 (as amended, the “Operating Agreement”).
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • March 1st, 2018 • Exco Resources Inc • Crude petroleum & natural gas • Texas
This TERMINATION AND RELEASE AGREEMENT (this “Agreement”), is made and entered into as of the Closing Date (as defined below), but is effective as of 11:58 p.m. on November 30, 2017 (the “Effective Time”), by and among BG US PRODUCTION COMPANY, LLC, a Delaware limited liability company (“BG”), BG NORTH AMERICA, LLC, a Delaware limited liability company (“BGNA”), BG PRODUCTION COMPANY (PA), LLC, a Delaware limited liability company (“BGPA”), BG PRODUCTION COMPANY (WV), LLC, a Delaware limited liability company (“BGWV”), EXCO RESOURCES, INC., a Texas corporation (“EXCO Parent”), EXCO HOLDING (PA), INC., a Delaware corporation (“EXCO”), EXCO RESOURCES (PA), LLC, a Delaware limited liability company (“Operator”), EXCO PRODUCTION COMPANY (PA), LLC, a Delaware limited liability company (“EXCOPA”), EXCO PRODUCTION COMPANY (WV), LLC, a Delaware limited liability company (“EXCOWV”), EXCO OPERATING COMPANY, LP, a Delaware limited partnership (“EOC”), and EXCO APPALACHIA MIDSTREAM, LLC, f/k/a App
AGREEMENT REGARDING SETTLEMENTSettlement Agreement • March 1st, 2018 • Exco Resources Inc • Crude petroleum & natural gas • Texas
This AGREEMENT REGARDING SETTLEMENT (this “Agreement”) is made and entered into on January 29, 2018 (the “Execution Date”), by and among each of the signatories hereto (each, a “Settlement Party” and, collectively, the “Settlement Parties”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • March 1st, 2018 • Exco Resources Inc • Crude petroleum & natural gas • Texas
This Settlement Agreement and Mutual Release is made and entered into, as of the Closing Date (as defined below) but is effective as of the Effective Time, by and among (i) EXCO Holding (PA), Inc., EXCO Production Company (PA), LLC, EXCO Production Company (WV), LLC, and EXCO Resources (PA), LLC (with EXCO Resources, Inc. and EXCO Appalachia Midstream, LLC being the beneficiary of the certain releases contained herein); (ii) BG Production Company (PA), LLC, and BG Production Company (WV), LLC; and (iii) SWEPI LP (with Royal Dutch Shell, PLC and Shell Oil Company being the beneficiaries of the certain releases contained herein).
