FORM OF CONTRIBUTION, CONVEYANCE, ASSUMPTION AND INDEMNIFICATION AGREEMENT EXCO PARTNERS, LPContribution, Conveyance, Assumption and Indemnification Agreement • December 17th, 2007 • EXCO Partners, LP • Crude petroleum & natural gas • Texas
THIS CONTRIBUTION, CONVEYANCE, ASSUMPTION AND INDEMNIFICATION AGREEMENT, dated as of , 2008, is entered into by and among EXCO Resources, Inc., a Texas corporation ("EXCO"), EXCO Appalachia, Inc., a Delaware corporation ("EXCO Appalachia"), EXCO Services, Inc., a Delaware corporation ("EXCO Services"), EXCO Partners GP LP, LLC, a Delaware limited liability company ("GP LP LLC"), EXCO GP Partners, LP, a Delaware limited partnership (the "General Partner"), EXCO Partners, LP, a Delaware limited partnership (the "MLP"), EXCO Partners MLP LP, LLC, a Delaware limited liability company ("MLP LP LLC"), EXCO Partners Operating GP, LLC, a Delaware limited liability company ("OLP GP"), EXCO Partners Operating MLP, LP, a Delaware limited partnership ("OLP"), EXCO USA GP, LLC, a Delaware limited liability company ("USA GP"), EXCO Operating USA, LP, a Delaware limited partnership ("USA"), Winchester Production Company, Ltd., a Texas limited partnership ("Winchester"), EXCO Partners Operating Partne
