EXCO/HGI GP, LLCLimited Liability Company Agreement • February 21st, 2013 • 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 February 14, 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.
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EXCO/HGI PRODUCTION PARTNERS, LPAmended and Restated Agreement • February 21st, 2013 • 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 February 14, 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.
FIRST AMENDMENT TO UNIT PURCHASE AND CONTRIBUTION AGREEMENT AND CLOSING AGREEMENTUnit Purchase and Contribution Agreement • February 21st, 2013 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies • Devon
This First Amendment to Unit Purchase and Contribution Agreement and Closing Agreement (this “Amendment”) dated as of February 14, 2013, is by and among EXCO RESOURCES, INC., a Texas corporation (“EXCO Parent”), EXCO OPERATING COMPANY, LP, a Delaware limited partnership (“EOC” and sometimes together with EXCO Parent, “EXCO”), EXCO/HGI JV ASSETS, LLC, a Delaware limited liability company (“MLP LLC”), and HGI ENERGY HOLDINGS, LLC, a Delaware limited liability company (“Investor”). EXCO Parent, EOC, MLP LLC and Investor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Re: Purchase and Sale Agreement (as amended, the “BG PSA”), dated as of the date hereof (the “Execution Date”), by and between EXCO Operating Company, LP, a Delaware limited partnership (“EXCO”), and BG US Production Company, LLC, a Delaware limited...Letter Agreement • February 21st, 2013 • Harbinger Group Inc. • Miscellaneous electrical machinery, equipment & supplies
This letter agreement (this “Letter Agreement”) is entered into by EXCO Resources, Inc. (“EXCO Parent”), EXCO and EXCO/HGI JV Assets, LLC, a Delaware limited liability company (“MLP LLC”), EXCO/HGI GP, LLC, a Delaware limited liability company (“General Partner”), EXCO/HGI Production Partners, LP, a Delaware limited partnership (the “Partnership” and together with MLP LLC and the General Partner, the “Partnership Parties”) as of the Execution Date. Reference is hereby made to (i) the BG PSA; (ii) that certain Assignment and Assumption Agreement (the “MLP LLC Assignment”) dated as of the Execution Date by and between EXCO and MLP LLC; and (iii) that certain Unit Purchase and Contribution Agreement, dated November 5, 2012, among EXCO Parent, EXCO, MLP LLC and HGI Energy Holdings, LLC (“Investor”) (such agreement, as the same may be amended or modified, the “UPCA”).
