EXCO/HGI GP, LLC A Delaware Limited Liability Company FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [ ] [—], 2013Limited Liability Company Agreement • November 9th, 2012 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of EXCO/HGI GP, LLC, a Delaware limited liability company (the “Company”), effective as of [ ] [—], 2013 (the “Closing Date”), is made and entered into by EXCO Holding MLP, Inc., a Texas corporation (“EXCO Holding”), as a Member, and HGI ENERGY HOLDINGS, LLC, a Delaware limited liability company (“HGI Energy”), as a Member. Unless the context otherwise requires, capitalized terms shall have the respective meanings ascribed to them in Article XII.
Harbinger Group Inc. HGI Energy Holdings, LLC New York, New York 10022 Attention: Philip A. Falcone Omar Asali Legal Department Ladies and Gentlemen:Joint Development Agreement • November 9th, 2012 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies
Reference is made to (i) the Unit Purchase and Contribution Agreement, dated as of the date hereof (as may be amended from time to time, the “Purchase Agreement”), by and among HGI Energy Holdings, LLC, a Delaware limited liability company (“Investor”), EXCO Resources, Inc., a Texas corporation (“EXCO Parent”), and EXCO Operating Company, LP, a Delaware limited partnership (“EOC”) and to (ii) the GP LLC Agreement (as defined in the Purchase Agreement) to be entered into between Investor and EXCO Holding MLP, Inc., a Texas corporation (“EXCO Holding”). Capitalized terms used herein and not defined have the meanings set forth in the GP LLC Agreement.
FORM OF AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EXCO/HGI PRODUCTION PARTNERS, LPAgreement • November 9th, 2012 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EXCO/HGI PRODUCTION PARTNERS, LP, a Delaware limited partnership (the “Partnership”), effective as of [ ] [—], 2013, is entered into by and among EXCO/HGI GP, LLC, a Delaware limited liability company, as the General Partner, EXCO Holding MLP, Inc., a Texas corporation (“EXCO Holding”), as an Initial Limited Partner and in its capacity as the Organizational Limited Partner, and HGI ENERGY HOLDINGS, LLC, a Delaware limited liability company (“HGI Energy”), as an Initial Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. Unless the context otherwise requires, capitalized terms shall have the respective meanings ascribed to them in Article I.
