Exhibit 10.1

Execution Version

AGREEMENT REGARDING SETTLEMENT

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 ”).

RECITALS

WHEREAS , certain of the Settlement Parties are party to a joint venture regarding jointly-owned assets in the Appalachian area and desire to wind up such joint venture dealings and to settle certain claims relating thereto among certain of the Settlement Parties (the “ Settlement ”);

WHEREAS , the Settlement Parties have agreed to the terms and conditions of the Settlement as set forth in the Escrowed Transaction Documents (defined below); and

WHEREAS , on January 15, 2018, certain of the Settlement Parties, including EXCO Resources, Inc., a Texas corporation (“ EXCO Parent ”), and its applicable Affiliates (as defined in the Settlement Agreement, defined below) (collectively, the “ Bankruptcy Parties ”) filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “ Bankruptcy Court ”);

WHEREAS , the Settlement Parties have agreed that the Bankruptcy Parties shall file a motion (the “ 9019 Motion ”) under Bankruptcy Rule 9019 seeking entry of an order (the “ 9019 Order ”) approving the Settlement pursuant to the Escrowed Transaction Documents.

NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Settlement Parties hereby agree as follows:

1. Escrowed Transaction Documents . On the Execution Date, each Settlement Party has executed and acknowledged (where applicable) two counterparts (or, in the case of documents to be recorded, a sufficient number of counterparts to facilitate such recording) of each of the following documents to which such Settlement Party is a party (the “ Escrowed Transaction Documents ”), and has delivered such counterparts of the Escrowed Transaction Documents to the Houston office of Kirkland & Ellis LLP (“ KE ”) to be held in escrow:

(a) Settlement Agreement and Mutual Release, by and among EXCO Holding (PA), Inc., a Delaware corporation (“ EXCO ”), EXCO Production Company (PA), LLC, a Delaware limited liability company (“ EXCOPA ”), EXCO Production Company (WV), LLC, a Delaware limited liability company (“ EXCOWV ”), EXCO Resources (PA), LLC, a Delaware limited liability company (“ Operator ”), BG Production Company (PA), LLC, a Delaware limited liability company (“ BGPA ”), BG Production Company (WV), LLC, a Delaware limited liability company (“ BGWV ”) and SWEPI LP, a Delaware limited partnership (“ SWEPI ”), counterparts of which are attached hereto as Exhibit A (the “ Settlement Agreement ”);

(b) Membership Interest (ERPA) Transfer Agreement, by and among BG US Production Company, LLC, a Delaware limited liability company (“ BG ”), Operator and EXCO, counterparts of which are attached hereto as Exhibit B ;

(c) Membership Interest (Midstream) Transfer Agreement, by and among BG, EXCO Appalachia Midstream, LLC, a Delaware limited liability company (“ Midstream ”) and EXCO, counterparts of which are attached hereto as Exhibit C ;

(d) Membership Interest (BG PA) Transfer Agreement, by and between BG, BGPA and EXCOPA, counterparts of which are attached hereto as Exhibit D ;

(e) Membership Interest (BG WV) Transfer Agreement, by and between BG, BGWV and EXCOWV, counterparts of which are attached hereto as Exhibit E ;

(f) Assignment of EXCO Re-Assigned Leases, by and between EXCOPA and SWEPI, counterparts of which are attached hereto as Exhibit F (the “ Assignment ”); and

(g) Termination and Release Agreement, by and among BG, BG North America, LLC, a Delaware limited liability company, BGPA, BGWV, EXCO Parent, EXCO, Operator, EXCOPA, EXCOWV, EXCO Operating Company, LP, a Delaware limited partnership, and Midstream, counterparts of which are attached hereto as Exhibit G .

2. 9019 Order; Release of Escrowed Transaction Documents . Each of the Settlement Parties hereby instructs KE to hold the Escrowed Transaction Documents in escrow pending entry by the Bankruptcy Court of the 9019 Order. No later than three business days following entry of the 9019 Order, SWEPI shall cause the payment contemplated by paragraph B of the Settlement Agreement to be made. For the avoidance of doubt, SWEPI shall not be obligated to make such payment unless the 9019 Order explicitly releases any applicable liens, mortgages, security interests, or other encumbrances created by EXCO Parent or its Affiliates on the properties described in the Assignment. Upon confirmation of receipt of such payment (the date such payment is confirmed, the “ Closing Date ”), and with no further action required of any Settlement Party, (a) KE shall deliver (i) the Escrowed Transaction Documents to the applicable Settlement Parties and (ii) the 9019 Order to SWEPI for filing of record in the applicable counties to evidence the release any applicable mortgages and security interests created by EXCO Parent or its Affiliates on the properties described in the Assignment, and (b) the Escrowed Transaction Documents shall be deemed released and delivered by each applicable Settlement Party as of the Closing Date.

3. Termination; Effect of Termination. This Agreement shall automatically terminate, and no Settlement Party shall have any continuing obligation hereunder, in the event that (a) the Bankruptcy Parties have not filed the 9019 Motion, which motion shall in form and substance reasonably acceptable to the Settlement Parties, by January 31, 2018, or (b) the 9019 Order, which order shall be in form and substance unconditionally acceptable to the Settlement Parties, is not entered by the Bankruptcy Court on or before April 1, 2018. For the avoidance of doubt, any Settlement Party may terminate this Agreement if the 9019 Order entered by the Bankruptcy Code is not in a form and substance unconditionally acceptable to such Settlement Party. The Settlement Parties hereby direct KE, promptly following termination of this Agreement, to destroy all copies of executed signature pages to the Escrowed Transaction Documents.

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4. Miscellaneous.

(a) This Agreement shall be binding upon and inure to the benefit of the Settlement Parties and their respective successors and permitted assigns. No Settlement Party may assign (by contract, operation of law or otherwise) either this Agreement or any of its rights, interests, or obligations hereunder without the express prior written consent of the other Settlement Parties, and any attempted assignment without such consent shall be null and void. The terms and provisions of this Agreement are intended solely for the benefit of the Settlement Parties and their respective successors or permitted assigns, and it is not the intention of the Settlement Parties to confer third-party beneficiary rights upon any other person.

(b) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any facsimile or other electronic copies hereof or signature hereon shall, for all purposes, be deemed originals.

(c) THIS AGREEMENT AND THE LEGAL RELATIONS AMONG THE SETTLEMENT PARTIES SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

[ Signature pages follow. ]

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IN WITNESS WHEREOF, each of the Settlement Parties has executed this Agreement as of the Execution Date.

[ Signature Page to Agreement Regarding Settlement ]

[ Signature Page to Agreement Regarding Settlement ]

Acknowledged (solely as to its responsibilities hereunder)

[ Signature Page to Agreement Regarding Settlement ]

Exhibit 10.2

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

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).

DEFINITIONS

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RECITALS

1. EXCO filed its Demand for Arbitration and Statement of Claim in the Arbitration, alleging breach of contract, tortious interference with existing contract, and unjust enrichment, as well as seeking an accounting and declaratory relief.

2. Royal Dutch Shell and SWEPI filed their Objection to Jurisdiction in the Arbitration, which prompted EXCO to initiate the Lawsuit by filing its Original Petition and Motion to Compel.

3. On Thursday, October 26, 2017, the Parties participated in a mediation. While a full settlement was not reached, the Parties did execute a Confidential Settlement Procedure Protocol.

4. The Parties now wish to wind-up all joint venture dealings among the Parties and their Affiliates in the Appalachian area, and to settle both the Lawsuit and the Arbitration, without further cost or expense. Accordingly, as set forth herein and subject to the terms hereof, the Parties (on their own behalf and on behalf of their respective Affiliates) have agreed to compromise and resolve the Lawsuit, the Arbitration, and all other current or potential disputes between them regarding the Oil and Gas Assets in the AMI Area, as those terms are defined in the JDA.

AGREEMENTS

NOW, THEREFORE, for and in consideration of the mutual promises, releases, and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby irrevocably acknowledged and confessed, the Parties agree as follows:

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A. To effectuate the Parties’ agreement regarding the settlement of the Arbitration and the Lawsuit, the Parties agree, as of the Closing Date, to deliver (or cause to be delivered) executed counterparts of (i) the ERPA MITA, (ii) the Appalachia Midstream MITA, (iii) the BGPA MITA, (iv) the BGWV MITA (collectively, the “ Settlement MITAs” ), and (v) the Termination Agreement. The Parties will (or will cause their applicable respective Affiliates to) consummate the transactions contemplated by the Settlement MITAs.

B. EXCO (or its applicable Affiliate) shall reconvey to SWEPI any interest it owns in the 36 leases made the subject of SWEPI’s September 1, 2016, offer letter. Such leases shall be reconveyed to SWEPI free and clear of any liens, mortgages, interest, or other encumbrances under 11 U.S.C. § 363(f), or, in the alternative, EXCO will provide SWEPI with executed releases from EXCO’s creditors for all liens, mortgages, security interests, or other encumbrances that have been placed on such leases being reconveyed to SWEPI. To effectuate this reconveyance, EXCO (or its applicable Affiliate) and SWEPI shall deliver (or cause to be delivered) the EXCO Reassignment as of the Closing Date. As consideration for the EXCO Reassignment, on the Closing Date after the other conditions in this paragraph are met, SWEPI shall pay Six Hundred Fifty Seven Thousand Dollars and Zero Cents ($657,000.00) to EXCO Production Company (PA), LLC.

C. Within five (5) days of the Closing Date, EXCO will file the Motions to Dismiss and accompanying Orders attached hereto as Exhibit D-1 and Exhibit D-2 , which Motions request dismissal with prejudice of the Lawsuit and the Arbitration, respectively.

D. The Parties understand and agree that their agreement to resolve the Dispute, Arbitration, and Lawsuit as set forth herein is not an admission of liability, which is expressly denied, but is being done in order to avoid further time and costs referable to the Lawsuit and the Arbitration. Neither the execution of this Agreement or anything stated herein, nor any amount paid hereunder, is to be construed as or deemed an admission of liability, culpability, or wrongdoing by any Party.

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SWEPI does not in any manner concede that: (1) it was or is bound by the terms of the JDA and/or the AMI; or (2) it agrees with EXCO’s position with respect to whether Royal Dutch Shell, Shell Oil Company, and/or SWEPI are bound by the JDA and/or the AMI.

E. Each of the Parties acknowledges that it or its Affiliates may hereafter discover facts different from, or in addition to, those that it now knows or believes to be true with respect to the disputes alleged in the Litigation and Arbitration, and agree that this Agreement and the releases contained herein shall be and remain effective in all respects, notwithstanding such different or additional facts and the subsequent discovery thereof.

F. Each of the Parties acknowledges its waiver (including its waiver on behalf of any of its Affiliates) of any consent to assignment, transfer restriction, or preferential rights that it or its Affiliates may hold that may otherwise be triggered by this Agreement or the Operative Documents.

G. The Parties understand and agree that all existing contracts and contractual obligations between EXCO and the BG Entities respecting the AMI Area, including, but not limited to, the JDA, the parent company guarantee attached to the JDA and executed by BG North America, LLC in favor of EXCO Production Company (PA), LLC, EXCO Production Company (WV), LLC, EXCO Holding (PA), Inc., and EXCO Resources (PA), LLC, and all other related agreements corresponding to such upstream and midstream activities with respect to the AMI Area, will be terminated pursuant to the Termination Agreement. Incident to the termination of the contracts and contractual obligations as set forth herein, EXCO agrees to waive the BG Entities’ and their Affiliates’ accounts receivable in the amount of $2,569,899.00 that was owed to EXCO Resources (PA), LLC as of the Effective Time in return for the release by the BG Entities and their Affiliates of the right to their proportionate share of the capital in

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said entity that existed as of the Effective Time, being an amount of $7,199,517.00, which such capital amount shall be retained by EXCO Resources (PA), LLC. In addition, the Parties accept and agree that, with the exception of (i) the asset reconveyance expressly referenced in this Agreement, and (ii) the $657,000.00 payment by SWEPI to EXCO Production Company (PA), LLC described in paragraph B above, and without waiving any rights of the Parties and their Affiliates under the Operative Documents (including for any breach thereof), no other compensation, accounting adjustments, or working capital adjustments, of any kind or nature, will be due or payable by either party to the other with regard to this settlement. For the avoidance of doubt, in the event of conflict between the terms and provisions of this Agreement and the Termination Agreement, the terms and provisions in the Termination Agreement will control.

H. Releases :

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I. Representations and Warranties . In consideration for the agreements contained herein, each of the Parties expressly warrants and represents the following:

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J. No Oral Modification or Waiver . No provision of this Agreement may be changed, altered, modified or waived, except in writing signed by each of the Parties, and the Parties waive any common law, statutory, or other right they may otherwise have to modify or waive, by agreement or conduct, any part or all of this Agreement. No waiver of default of any term of this Agreement shall be deemed a waiver of any subsequent breach or default of any other provision.

K. Choice of Law . This Agreement shall be construed and enforced in accordance with the laws of the State of Texas, excluding any choice of law rules or conflicts of law principles that would refer the matter to the substantive laws of another jurisdiction.

L. Confidentiality. No Party shall (and each shall cause its Affiliates not to) issue any press release or make any statement to the general public relating to the subject matter of this Agreement unless such Party has first consulted with the other Parties and obtained the other

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Parties’ prior written approval of the text thereof; provided, however , that nothing herein shall prevent a Party from publishing such press releases or other statement to the general public as is necessary to satisfy such Party’s obligations at Law or under the applicable rules of any stock or commodities exchange or any court after consultation with the other Parties and such other Parties’ reasonable review and comment. Any Party may otherwise disclose the fact that the Lawsuit has been settled and may file the Motion to Dismiss without violating this confidentiality provision. While any Party may disclose the fact that this dispute has been settled without violating this confidentiality provision, no Party shall state, suggest, or imply that this confidentiality provision, or any other provision of this Agreement, was requested by any other Party as a condition to settlement. Notwithstanding the foregoing, the Parties acknowledge that a form of this Agreement (either executed or unexecuted) may be filed in the Bankruptcy Court in connection with the Motion to Approve.

M. Forum Selection . The Parties agree that any legal action commenced by any of the Parties or any dispute that arises out of, relates to, or is in any way connected with this Agreement, including, but not limited to, any action to obtain implementation, interpretation, or enforcement of this Agreement, or any action challenging the existence, validity, or enforceability of this Agreement, shall be brought in the district courts of Houston, Harris County, Texas. The Parties hereby waive any objection on the grounds of jurisdiction, venue, forum non-conveniens, or any similar grounds and consent to the jurisdiction of the district courts located in Houston, Harris County, Texas. The prevailing party in said legal action shall be entitled to recover its reasonable attorneys’ fees, expert fees, and costs.

N. Joint Drafting . This Agreement has been prepared by the joint efforts of the respective attorneys for each of the Parties, and further, the Parties acknowledge that they have had this Agreement reviewed by lawyers of their own choosing and have relied upon their own counsels’ explanation and advice in entering into the same.

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O. Severability . If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, unenforceable, or contrary to public policy or any law, the remaining provisions of this Agreement shall nevertheless survive and continue in full force and effect without being impaired or invalidated in any way. If any provision, term, or clause of this Agreement is so severed, there shall be added in its place a provision as similar in terms to such illegal or unenforceable provision as may be possible, legal, valid, and enforceable. The Parties agree that the court can and should enforce this Agreement to the maximum extent allowed by law.

P. Entire Agreement . This Agreement and its attached exhibits (including the Operative Documents) reflect the entire agreement between the Parties and their respective Affiliates with regard to the subject matter of the Agreement. There are no other agreements or understandings between the Parties (or their respective Affiliates), either written or oral, with regard to the subject matter hereof, and the execution of this Agreement supersedes and cancels any earlier representations, negotiations, understandings, or agreements between the Parties regarding the subject matter of this Agreement. This Agreement cannot be modified, amended, changed, or terminated orally. No waiver of any of the terms of this Agreement shall be valid unless in writing and signed by the waiving party.

Q. Multiple Originals . It is understood and agreed that this Agreement may be executed in counterparts, each of which shall be deemed an original for all purposes, and that the signature pages may be facsimiles or electronically-transmitted copies.

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R. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, and assigns.

S. Headings . Headings used in this Agreement are only for convenience of reference and shall not be used to define the meaning of any provision.

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AGREED TO BY:

[ Signature Page to Settlement Agreement and Mutual Release ]

BEFORE ME, the undersigned authority, on this day personally appeared Harold L. Hickey of EXCO Holding (PA), Inc., known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, and in the capacity therein stated.

TO CERTIFY WHICH WITNESS MY HAND AND SEAL OF OFFICE this 15th  day of December, 2017.

[NOTARY SEAL]

[ Acknowledgment Page to Settlement Agreement and Mutual Release ]

BEFORE ME, the undersigned authority, on this day personally appeared Harold L. Hickey of EXCO Production Company (PA), LLC, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, and in the capacity therein stated.

TO CERTIFY WHICH WITNESS MY HAND AND SEAL OF OFFICE this 15th  day of December, 2017.

[NOTARY SEAL]

[ Acknowledgment Page to Settlement Agreement and Mutual Release ]

BEFORE ME, the undersigned authority, on this day personally appeared Harold L. Hickey of EXCO Production Company (WV), LLC, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, and in the capacity therein stated.

TO CERTIFY WHICH WITNESS MY HAND AND SEAL OF OFFICE this 15th  day of December, 2017.

[NOTARY SEAL]

[ Acknowledgment Page to Settlement Agreement and Mutual Release ]

BEFORE ME, the undersigned authority, on this day personally appeared Harold L. Hickey of EXCO Resources (PA), LLC, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, and in the capacity therein stated.

TO CERTIFY WHICH WITNESS MY HAND AND SEAL OF OFFICE this 15th  day of December, 2017.

[NOTARY SEAL]

[ Acknowledgment Page to Settlement Agreement and Mutual Release ]

[ Signature Page to Settlement Agreement and Mutual Release ]

BEFORE ME, the undersigned authority, on this day personally appeared John Shimmel of BG Production Company (PA) LLC, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, and in the capacity therein stated.

TO CERTIFY WHICH WITNESS MY HAND AND SEAL OF OFFICE this 26 ^th day of January, 2018.

[NOTARY SEAL]

[ Acknowledgment Page to Settlement Agreement and Mutual Release ]

BEFORE ME, the undersigned authority, on this day personally appeared John Shimmel of BG Production Company (WV) LLC, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, and in the capacity therein stated.

TO CERTIFY WHICH WITNESS MY HAND AND SEAL OF OFFICE this 26 ^th day of January, 2018.

[NOTARY SEAL]

[ Acknowledgment Page to Settlement Agreement and Mutual Release ]

BEFORE ME, the undersigned authority, on this day personally appeared Greg Guidry of SWEPI LP, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, and in the capacity therein stated.

TO CERTIFY WHICH WITNESS MY HAND AND SEAL OF OFFICE this 25 ^th day of January, 2018.

[NOTARY SEAL]

[ Acknowledgment Page to Settlement Agreement and Mutual Release ]

Exhibit 10.3

Execution Version

MEMBERSHIP INTEREST (BG PA) TRANSFER AGREEMENT

THIS MEMBERSHIP INTEREST (BG PA) 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 (PA), LLC, a Delaware limited liability company (“ Company ”), and EXCO Production Company (PA), 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 ”).

RECITALS

WHEREAS , Seller is the sole member in Company;

WHEREAS , the business and affairs of Company are governed by the Operating Agreement;

WHEREAS , Seller owns 100% of the issued and outstanding membership interests in Company (the “ Membership Interests ”);

WHEREAS , Purchaser, certain Affiliates of Purchaser, Company, and certain Affiliates of Seller are entering or have entered into that certain Settlement Agreement and Mutual Release, dated as of the Closing Date (the “ Settlement Agreement ”); and

WHEREAS , in accordance with the Settlement Agreement, Seller will sell and Purchaser will purchase all of Seller’s right, title, and interest in and to all of the Membership Interests upon the terms and subject to the conditions set forth herein in return for the consideration specified herein.

NOW, THEREFORE , in consideration of the mutual representations, covenants and agreements contained herein and in the Settlement Agreement and other good and valuable consideration set forth herein and in the Settlement Agreement, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties to this Agreement hereby agree as follows:

1. Transfer and Assignment . Subject to all of the terms of this Agreement, Seller shall transfer the Membership Interests to Purchaser effective as of the Effective Time.

2. Assignment and Assumption; Agreement to be Bound; No Longer Member . For and in consideration of agreed value, the receipt and sufficiency of which is hereby acknowledged, Seller hereby sells, conveys, assigns, transfers and delivers to Purchaser, free and clear of all Encumbrances, all of its right, title and interest in and to the Membership Interests, and Purchaser hereby takes and accepts such assignment and transfer, in each case, effective as of the Effective Time (the “ Transfer ”). PURCHASER HEREBY AGREES TO ASSUME, ACCEPT AND TIMELY PERFORM AND DISCHARGE ANY AND ALL OF THE DUTIES,

COVENANTS, LIABILITIES AND OTHER OBLIGATIONS OF SELLER UNDER THE OPERATING AGREEMENT, WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE TIME. SELLER AND ITS AFFILIATES SHALL BE RELEASED FROM ALL OF ITS RESPECTIVE OBLIGATIONS UNDER THE OPERATING AGREEMENT WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE TIME, AND AS A RESULT OF SUCH RELEASE OF SELLER BY PURCHASER AND THE TRANSFER, IT IS UNDERSTOOD AND AGREED THAT AS OF THE EFFECTIVE TIME, SELLER SHALL NO LONGER BE A MEMBER OF, NOR HAVE ANY INTEREST OR RIGHTS TO PARTICIPATE IN, COMPANY. FOR THE AVOIDANCE OF DOUBT, THE FOREGOING ASSUMPTION AND RELEASE SHALL NOT PRECLUDE PURCHASER FROM HAVING THE RIGHT TO SUE FOR ANY BREACH BY SELLER OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS CONTAINED HEREIN.

3. Recognition of Transfer by Company . Company hereby consents to and recognizes the Transfer. Purchaser shall file this Agreement with the records of Company following the Closing Date.

4. Representations and Warranties of Seller and Company . Seller and Company represents and warrants to Purchaser, as of the Effective Time and the Closing Date, that:

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5. Representations and Warranties of Purchaser . Purchaser represents and warrants to Seller, as of the Effective Time and the Closing Date, that:

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6. Disclaimer.

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7. Covenants .

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8. Limitation on Liability . In no event shall any Party be liable to the other Parties for punitive, exemplary, consequential, or special damages (except where such damages constitute part of a claim of a third person which is indemnified pursuant to the provisions of this Agreement).

9. Investment Intent of Purchaser . Purchaser acknowledges that the Membership Interests have not been, and will not be, registered under the Securities Act of 1933, as amended, or under any state securities laws, and is being sold in reliance upon federal and state exemptions for transactions not involving any public offering. Purchaser is a sophisticated investor with knowledge and experience in business and financial matters.

10. Post-Closing Obligations .

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11. Resignation of Officers . Simultaneously with the execution and delivery of this Agreement, Seller shall deliver resignations, effective immediately following the Closing Date, of all of the officers, directors and managers of Company.

12. Miscellaneous .

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“ Affiliate ” or “ Affiliate ” mean, with respect to any Party, any corporation, partnership (including a limited partnership), limited liability company, or other legal entity that directly or indirectly controls, is controlled by or is under common control with such Party; where “control” means the ability to direct the management and policies of a Person through ownership of voting shares or other equity rights, pursuant to a written agreement, or otherwise. The terms “Controls” and “Controlled by” and other derivatives shall be construed accordingly.

“ Anti-Bribery and Money-Laundering Laws and Obligations ” means (a) the laws relating to combating bribery and corruption, and/or the principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed in Paris on December 17, 1997, which entered into force on February 15, 1999, and the Convention’s Commentaries; (b) the laws relating to combating bribery, corruption and money laundering in the countries of the applicable Person’s place of incorporation, principal place of business, and/or place of registration as an issuer of securities, and/or in the countries of the applicable Person’s ultimate parent company’s place of incorporation, principal place of business, and/or place of registration as an issuer of securities; (c) the United States Foreign Corrupt Practices Act of 1977; (d) the United Kingdom Bribery Act 2010 (as amended from time to time); and (e) and all other applicable national, regional, provincial, state, municipal or local laws and regulations that prohibit the bribery of, or the providing of unlawful gratuities, facilitation payments or other benefits to, any Government Official or any other person.

“ Business Day ” means any day that is not a Saturday, Sunday or legal holiday in the State of Texas and that is not otherwise a federal holiday in the United States.

“ Claims ” means any and all claims, demands, loss, liability, liens, judgments, settlements, suits, causes of action, fines, penalties, compliances, costs, and any costs, expenses and fees associated with the investigation, defense and resolution of the foregoing, including without limitation, reasonable attorney’s fees, asserted or prosecuted by or on behalf of a third party. Claims may be based on any theory of tort, contract, strict liability, statutory liability (including, without limitation, fines, penalties, obligations or requirements) or any other basis for liability and shall include, without limitation, any Claims arising, occurring or resulting from, related to or based on the injury, disease, or death of any persons or damage to, loss or destruction of any property, real or personal.

“ Closing Date ” has the meaning set forth in that certain Agreement Regarding Settlement by and among Purchaser, certain Affiliates of Purchaser, Seller and certain Affiliates of Seller.

“ Code ” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

“ Contract ” means any written or oral contract, agreement, purchase order, binding bid, commitment or any other legally binding arrangement, but excluding, however, any lease, deed, easement, Permit or other instrument (other than acquisition or similar sales or purchase agreements) creating, assigning or evidencing an interest in any real property related to or used in connection with the assets of any of Company.

“ Development Assets ” has the meaning set forth in the JDA.

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“ Employee Benefit Plan ” means (a) any “employee benefit plan” (as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, or any similar plan subject to laws of a jurisdiction outside of the United States), (b) any employment, consulting, advisor or other service agreement or arrangement, (c) any noncompetition, nondisclosure, nonsolicitation, severance, termination, pension, retirement, supplemental retirement, excess benefit, profit sharing, bonus, incentive, deferred compensation, retention, transaction, change in control and similar plan, program, arrangement, agreement, policy or commitment, (d) any compensatory option, restricted unit, performance unit, appreciation right, deferred unit or other equity or equity-based plan, program, arrangement, agreement, policy or commitment, and (e) any savings, life, health, disability, accident, medical, dental, vision, cafeteria, insurance, flex spending, adoption/dependent/employee assistance, tuition, vacation, paid-time-off, other welfare fringe benefit and any other employee benefit plan, program or arrangement.

“ Encumbrance ” means any liens, pledges, mortgages, deeds of trust, security interests, leases, licenses, charges, Claims, encroachments, easements or other encumbrances of any kind.

“ Environmental Law ” means any and all Laws in effect as of the Closing Date pertaining to or regulating pollution, environmental protection, natural resource damages, conservation of resources, wildlife, waste management, or the use, storage, generation, production, treatment, emission, discharge, release, remediation, removal, disposal, or transport of Hazardous Substances, including: the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Federal Water Pollution Control Act (which includes the Federal Clean Water Act), the Federal Clean Air Act, the Federal Solid Waste Disposal Act (which includes the Resource Conservation and Recovery Act), the Federal Toxic Substances Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, the Safe Drinking Water Act of 1974, the Emergency Planning and Community Right-to-Know Act of 1986, the Occupational Safety and Health Act of 1970, the Hazardous Liquid Pipeline Safety Act, the Oil Pollution Act of 1990, and the Pipeline Safety Improvement Act of 2002, and similar state laws, each as amended.

“ Environmental Permits ” means all Permits of Governmental Authorities issued pursuant to or required by Environmental Laws and necessary for or held in connection with the ownership and/or operation of the assets of Company (other than the Development Assets).

“ Facilitation Payments ” means payments to a Government Official to facilitate or expedite performance of a routine governmental action which is an action which is commonly performed by such Government Official.

“ Government Official ” means (a) any official or employee of any government, or any agency, ministry, department of a government (at any level), person acting in an official capacity for a government regardless of rank or position, official or employee of a company wholly or partially controlled by a government (for example, a state owned oil company), political party and any official of a political party; and (b) any candidate for political office, any officer or employee of a public international organization, such as the United Nations or the World Bank, or any immediate family member (meaning a spouse, dependent child or household member) of any of the foregoing.

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“ Governmental Authority ” means any federal, state, county, municipal or local government or any regulatory or administrative agency, department, division, commission, court or arbitral body, or other similar recognized organization or body of any federal, state, tribal, municipal, or local governmental authority or of any foreign government or other similar recognized organization or body exercising similar powers or authority.

“ Hazardous Substances ” means any substance, waste, or material that is defined, designated, or listed as a “hazardous substance,” “hazardous waste,” or “toxic substance” under Environmental Laws.

“ Indebtedness ” of any Person means, without duplication, (a) the principal of and, accrued and unpaid interest, prepayment premiums or penalties and fees and expenses in respect of indebtedness of such Person for borrowed money; (b) all obligations (contingent or otherwise) of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable incurred in the ordinary and usual course of business of normal day-to-day operations of the business consistent with past practice); (c) all capitalized lease obligations; (d) all obligations of the type referred to in clauses (a) through (c) of any Persons the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise; and (e) all obligations of the type referred to in clauses (a) through (d) of other Persons secured by any Encumbrance on any property or asset of such Person (whether or not such obligation is assumed by such Person).

“ Known/Knowledge ” whenever a statement regarding the existence (or absence) of any fact in this Agreement is qualified by a phrase such as “to such Party’s Knowledge”, “Known to such Party,” “has Knowledge” or “had actual Knowledge” or any similar qualification, the Parties intend that the only information to be attributed to such Party is information actually known to (i) the person in the case of an individual or (ii) in the case of a corporation (or other business entity), the current officer and/or manager who devotes substantial attention to matters of such nature during the ordinary course of his or her employment after due inquiry to all Person reporting to such officer or manager. Except as provided in the preceding sentence and unless otherwise specifically provided elsewhere in this Agreement, no Party is represented or obligated to have undertaken a separate investigation in connection with the transaction contemplated in this Agreement to determine the existence (or absence) of any statement or representation qualified by a phrase such as “to such Party’s Knowledge”, “Known to such Party” or “had actual Knowledge” or similar qualification.

“ Law ” means any applicable statute, writ, law, common law, rule, regulation, ordinance, order, or determination of a Governmental Authority, or any requirement under the common law.

“ Organizational Documents ” means any charter, certificate of incorporation, articles of association, partnership agreements, limited liability company agreements, bylaws, operating agreements or similar formation or governing documents, instruments or certificates executed, adopted or filed in connection with the creation, formation or organization of a Person, including any amendments thereto.

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“ Permit ” means any permit, license, registration, consent, order, approval, variance, exemption, waiver, franchise, right or other authorization required by or obtained from any Governmental Authority, including for the use, withdrawal, storage, discharge, treatment, injection or disposal of water.

“ Person ” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or other entity of any kind.

“ Proceeding ” means any action, arbitration, audit, cause, complaint, charge, hearing, inquiry, investigation, litigation, proceeding, review or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before any Governmental Authority or arbitrator.

“ Related Parties ” means in relation to a Party: (a) any of its Affiliates; (b) any person employed by that Party or its Affiliates; (c) any director or other officer of that Party or its Affiliates; and (d) any person or entity acting for or on behalf of that Party or its Affiliates.

“ Tax ” and “ Taxes ” means all taxes, assessments, charges, duties, fees, levies, imposts or other similar charges imposed by a Governmental Authority, including all income, franchise, profits, capital gains, capital stock, transfer, gross receipts, sales, use, transfer, service, occupation, ad valorem, property, excise, severance, windfall profits, premium, stamp, license, payroll, employment, social security, unemployment, disability, environmental, alternative minimum, add-on, value-added, withholding and other taxes, assessments, charges, duties, fees, levies, imposts or other similar charges of any kind, and all estimated taxes, deficiency assessments, additions to tax, penalties and interest, whether disputed or not and including any obligation to indemnify or otherwise assume or succeed to the foregoing liabilities of any other Person by Law, by Contract or otherwise.

“ Tax Returns ” means any report, return, election, document, estimated tax filing, declaration or other filing provided to any Governmental Authority including any attachments thereto and amendments thereof.

[ Signature page follows .]

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IN WITNESS WHEREOF each of the Parties has executed this Agreement to be effective as of the Effective Time.

SELLER :

BG US PRODUCTION COMPANY, LLC

COMPANY :

BG PRODUCTION COMPANY (PA), LLC

[ Signature Page to Membership Interest (BG PA) Transfer Agreement ]

PURCHASER :

EXCO PRODUCTION COMPANY (PA), LLC

[ Signature Page to Membership Interest (BG PA) Transfer Agreement ]

Exhibit 10.4

Execution Version

MEMBERSHIP INTEREST (BG WV) TRANSFER AGREEMENT

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 ”).

RECITALS

WHEREAS , Seller is the sole member in Company;

WHEREAS , the business and affairs of Company are governed by the Operating Agreement;

WHEREAS , Seller owns 100% of the issued and outstanding membership interests in Company (the “ Membership Interests ”);

WHEREAS , Purchaser, certain Affiliates of Purchaser, Company, and certain Affiliates of Seller are entering or have entered into that certain Settlement Agreement and Mutual Release, dated as of the Closing Date (the “ Settlement Agreement ”); and

WHEREAS , in accordance with the Settlement Agreement, Seller will sell and Purchaser will purchase all of Seller’s right, title, and interest in and to all of the Membership Interests upon the terms and subject to the conditions set forth herein in return for the consideration specified herein.

NOW, THEREFORE , in consideration of the mutual representations, covenants and agreements contained herein and in the Settlement Agreement and other good and valuable consideration set forth herein and in the Settlement Agreement, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties to this Agreement hereby agree as follows:

1. Transfer and Assignment . Subject to all of the terms of this Agreement, Seller shall transfer the Membership Interests to Purchaser effective as of the Effective Time.

2. Assignment and Assumption; Agreement to be Bound; No Longer Member . For and in consideration of agreed value, the receipt and sufficiency of which is hereby acknowledged, Seller hereby sells, conveys, assigns, transfers and delivers to Purchaser, free and clear of all Encumbrances, all of its right, title and interest in and to the Membership Interests, and Purchaser hereby takes and accepts such assignment and transfer, in each case, effective as of the Effective Time (the “ Transfer ”). PURCHASER HEREBY AGREES TO ASSUME, ACCEPT AND TIMELY PERFORM AND DISCHARGE ANY AND ALL OF THE DUTIES,

COVENANTS, LIABILITIES AND OTHER OBLIGATIONS OF SELLER UNDER THE OPERATING AGREEMENT, WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE TIME. SELLER AND ITS AFFILIATES SHALL BE RELEASED FROM ALL OF ITS RESPECTIVE OBLIGATIONS UNDER THE OPERATING AGREEMENT WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE TIME, AND AS A RESULT OF SUCH RELEASE OF SELLER BY PURCHASER AND THE TRANSFER, IT IS UNDERSTOOD AND AGREED THAT AS OF THE EFFECTIVE TIME, SELLER SHALL NO LONGER BE A MEMBER OF, NOR HAVE ANY INTEREST OR RIGHTS TO PARTICIPATE IN, COMPANY. FOR THE AVOIDANCE OF DOUBT, THE FOREGOING ASSUMPTION AND RELEASE SHALL NOT PRECLUDE PURCHASER FROM HAVING THE RIGHT TO SUE FOR ANY BREACH BY SELLER OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS CONTAINED HEREIN.

3. Recognition of Transfer by Company . Company hereby consents to and recognizes the Transfer. Purchaser shall file this Agreement with the records of Company following the Closing Date.

4. Representations and Warranties of Seller and Company . Seller and Company represents and warrants to Purchaser, as of the Effective Time and the Closing Date, that:

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5. Representations and Warranties of Purchaser . Purchaser represents and warrants to Seller, as of the Effective Time and the Closing Date, that:

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6. Disclaimer.

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7. Covenants .

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8. Limitation on Liability . In no event shall any Party be liable to the other Parties for punitive, exemplary, consequential, or special damages (except where such damages constitute part of a claim of a third person which is indemnified pursuant to the provisions of this Agreement).

9. Investment Intent of Purchaser . Purchaser acknowledges that the Membership Interests have not been, and will not be, registered under the Securities Act of 1933, as amended, or under any state securities laws, and is being sold in reliance upon federal and state exemptions for transactions not involving any public offering. Purchaser is a sophisticated investor with knowledge and experience in business and financial matters.

10. Post-Closing Obligations .

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11. Resignation of Officers . Simultaneously with the execution and delivery of this Agreement, Seller shall deliver resignations, effective immediately following the Closing Date, of all of the officers, directors and managers of Company.

12. Miscellaneous .

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“ Affiliate ” or “ Affiliates ” mean, with respect to any Party, any corporation, partnership (including a limited partnership), limited liability company, or other legal entity that directly or indirectly controls, is controlled by or is under common control with such Party; where “control” means the ability to direct the management and policies of a Person through ownership of voting shares or other equity rights, pursuant to a written agreement, or otherwise. The terms “Controls” and “Controlled by” and other derivatives shall be construed accordingly.

“ Anti-Bribery and Money-Laundering Laws and Obligations ” means (a) the laws relating to combating bribery and corruption, and/or the principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed in

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Paris on December 17, 1997, which entered into force on February 15, 1999, and the Convention’s Commentaries; (b) the laws relating to combating bribery, corruption and money laundering in the countries of the applicable Person’s place of incorporation, principal place of business, and/or place of registration as an issuer of securities, and/or in the countries of the applicable Person’s ultimate parent company’s place of incorporation, principal place of business, and/or place of registration as an issuer of securities; (c) the United States Foreign Corrupt Practices Act of 1977; (d) the United Kingdom Bribery Act 2010 (as amended from time to time); and (e) and all other applicable national, regional, provincial, state, municipal or local laws and regulations that prohibit the bribery of, or the providing of unlawful gratuities, facilitation payments or other benefits to, any Government Official or any other person.

“ Business Day ” means any day that is not a Saturday, Sunday or legal holiday in the State of Texas and that is not otherwise a federal holiday in the United States.

“ Claims ” means any and all claims, demands, loss, liability, liens, judgments, settlements, suits, causes of action, fines, penalties, compliances, costs, and any costs, expenses and fees associated with the investigation, defense and resolution of the foregoing, including without limitation, reasonable attorney’s fees, asserted or prosecuted by or on behalf of a third party. Claims may be based on any theory of tort, contract, strict liability, statutory liability (including, without limitation, fines, penalties, obligations or requirements) or any other basis for liability and shall include, without limitation, any Claims arising, occurring or resulting from, related to or based on the injury, disease, or death of any persons or damage to, loss or destruction of any property, real or personal.

“ Closing Date ” has the meaning set forth in that certain Agreement Regarding Settlement by and among Purchaser, certain Affiliates of Purchaser, Seller and certain Affiliates of Seller.

“ Code ” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

“ Contract ” means any written or oral contract, agreement, purchase order, binding bid, commitment or any other legally binding arrangement, but excluding, however, any lease, deed, easement, Permit or other instrument (other than acquisition or similar sales or purchase agreements) creating, assigning or evidencing an interest in any real property related to or used in connection with the assets of any of Company.

“ Employee Benefit Plan ” means (a) any “employee benefit plan” (as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, or any similar plan subject to laws of a jurisdiction outside of the United States), (b) any employment, consulting, advisor or other service agreement or arrangement, (c) any noncompetition, nondisclosure, nonsolicitation, severance, termination, pension, retirement, supplemental retirement, excess benefit, profit sharing, bonus, incentive, deferred compensation, retention, transaction, change in control and similar plan, program, arrangement, agreement, policy or commitment, (d) any compensatory option, restricted unit, performance unit, appreciation right, deferred unit or other equity or equity-based plan, program, arrangement, agreement, policy or commitment, and (e) any savings, life, health, disability, accident, medical, dental, vision, cafeteria, insurance, flex spending, adoption/dependent/employee assistance, tuition, vacation, paid-time-off, other welfare fringe benefit and any other employee benefit plan, program or arrangement.

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“ Encumbrance ” means any liens, pledges, mortgages, deeds of trust, security interests, leases, licenses, charges, Claims, encroachments, easements or other encumbrances of any kind.

“ Facilitation Payments ” means payments to a Government Official to facilitate or expedite performance of a routine governmental action which is an action which is commonly performed by such Government Official.

“ Government Official ” means (a) any official or employee of any government, or any agency, ministry, department of a government (at any level), person acting in an official capacity for a government regardless of rank or position, official or employee of a company wholly or partially controlled by a government (for example, a state owned oil company), political party and any official of a political party; and (b) any candidate for political office, any officer or employee of a public international organization, such as the United Nations or the World Bank, or any immediate family member (meaning a spouse, dependent child or household member) of any of the foregoing.

“ Governmental Authority ” means any federal, state, county, municipal or local government or any regulatory or administrative agency, department, division, commission, court or arbitral body, or other similar recognized organization or body of any federal, state, tribal, municipal, or local governmental authority or of any foreign government or other similar recognized organization or body exercising similar powers or authority.

“ Indebtedness ” of any Person means, without duplication, (a) the principal of and, accrued and unpaid interest, prepayment premiums or penalties and fees and expenses in respect of indebtedness of such Person for borrowed money; (b) all obligations (contingent or otherwise) of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable incurred in the ordinary and usual course of business of normal day-to-day operations of the business consistent with past practice); (c) all capitalized lease obligations; (d) all obligations of the type referred to in clauses (a) through (c) of any Persons the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise; and (e) all obligations of the type referred to in clauses (a) through (d) of other Persons secured by any Encumbrance on any property or asset of such Person (whether or not such obligation is assumed by such Person).

“ Known/Knowledge ” whenever a statement regarding the existence (or absence) of any fact in this Agreement is qualified by a phrase such as “to such Party’s Knowledge”, “Known to such Party,” “has Knowledge” or “had actual Knowledge” or any similar qualification, the Parties intend that the only information to be attributed to such Party is information actually known to (i) the person in the case of an individual or (ii) in the case of a corporation (or other business entity), the current officer and/or manager who devotes substantial attention to matters of such nature during the ordinary course of his or her employment after due inquiry to all Person reporting to such officer or manager. Except as provided in the preceding sentence and unless otherwise specifically provided elsewhere in this Agreement, no Party is represented or

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obligated to have undertaken a separate investigation in connection with the transaction contemplated in this Agreement to determine the existence (or absence) of any statement or representation qualified by a phrase such as “to such Party’s Knowledge”, “Known to such Party” or “had actual Knowledge” or similar qualification.

“ Law ” means any applicable statute, writ, law, common law, rule, regulation, ordinance, order, or determination of a Governmental Authority, or any requirement under the common law.

“ Organizational Documents ” means any charter, certificate of incorporation, articles of association, partnership agreements, limited liability company agreements, bylaws, operating agreements or similar formation or governing documents, instruments or certificates executed, adopted or filed in connection with the creation, formation or organization of a Person, including any amendments thereto.

“ Permit ” means any permit, license, registration, consent, order, approval, variance, exemption, waiver, franchise, right or other authorization required by or obtained from any Governmental Authority, including for the use, withdrawal, storage, discharge, treatment, injection or disposal of water.

“ Person ” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or other entity of any kind.

“ Proceeding ” means any action, arbitration, audit, cause, complaint, charge, hearing, inquiry, investigation, litigation, proceeding, review or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before any Governmental Authority or arbitrator.

“ Related Parties ” means in relation to a Party: (a) any of its Affiliates; (b) any person employed by that Party or its Affiliates; (c) any director or other officer of that Party or its Affiliates; and (d) any person or entity acting for or on behalf of that Party or its Affiliates.

“ Tax ” and “ Taxes ” means all taxes, assessments, charges, duties, fees, levies, imposts or other similar charges imposed by a Governmental Authority, including all income, franchise, profits, capital gains, capital stock, transfer, gross receipts, sales, use, transfer, service, occupation, ad valorem, property, excise, severance, windfall profits, premium, stamp, license, payroll, employment, social security, unemployment, disability, environmental, alternative minimum, add-on, value-added, withholding and other taxes, assessments, charges, duties, fees, levies, imposts or other similar charges of any kind, and all estimated taxes, deficiency assessments, additions to tax, penalties and interest, whether disputed or not and including any obligation to indemnify or otherwise assume or succeed to the foregoing liabilities of any other Person by Law, by Contract or otherwise.

“ Tax Returns ” means any report, return, election, document, estimated tax filing, declaration or other filing provided to any Governmental Authority including any attachments thereto and amendments thereof.

[ Signature page follows .]

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IN WITNESS WHEREOF each of the Parties has executed this Agreement to be effective as of the Effective Time.

SELLER:

BG US PRODUCTION COMPANY, LLC

COMPANY:

BG PRODUCTION COMPANY (WV), LLC

[ Signature Page to Membership Interest (BG WV) Transfer Agreement ]

PURCHASER:

EXCO PRODUCTION COMPANY (WV), LLC

[ Signature Page to Membership Interest (BG WV) Transfer Agreement ]

Exhibit 10.5

Execution Version

MEMBERSHIP INTEREST (ERPA) TRANSFER AGREEMENT

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 ”).

RECITALS

WHEREAS , Seller is a member in Company;

WHEREAS , the business and affairs of Company are governed by the Operating Agreement;

WHEREAS , Seller owns 50% of the issued and outstanding membership interest in Company (the “ Membership Interests ”);

WHEREAS , Purchaser, certain Affiliates of Purchaser, Company, and certain Affiliates of Seller are entering or have entered into that certain Settlement Agreement and Mutual Release, dated as of the Closing Date (the “ Settlement Agreement ”); and

WHEREAS , in accordance with the Settlement Agreement, Seller will sell and Purchaser will purchase all of Seller’s right, title, and interest in and to all of the Membership Interests upon the terms and subject to the conditions set forth herein in return for the consideration specified herein.

NOW, THEREFORE , in consideration of the mutual representations, covenants and agreements contained herein and in the Settlement Agreement and other good and valuable consideration set forth herein and in the Settlement Agreement, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties to this Agreement hereby agree as follows:

1. Transfer and Assignment . Subject to all of the terms of this Agreement, Seller shall transfer the Membership Interests in Company to Purchaser effective as of the Effective Time.

2. Assignment and Assumption; Agreement to be Bound; No Longer Member . For and in consideration of agreed value, the receipt and sufficiency of which is hereby acknowledged, Seller hereby sells, conveys, assigns, transfers and delivers to Purchaser, free and clear of all Encumbrances, all of its right, title and interest in and to the Membership Interests, and Purchaser hereby takes and accepts such assignment and transfer, in each case, effective as of the Effective Time (the “ Transfer ”). PURCHASER HEREBY AGREES TO ASSUME, ACCEPT AND TIMELY PERFORM AND DISCHARGE ANY AND ALL OF THE DUTIES,

COVENANTS, LIABILITIES AND OTHER OBLIGATIONS OF SELLER UNDER THE OPERATING AGREEMENT, WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE TIME. SELLER AND ITS AFFILIATES SHALL BE RELEASED FROM ALL OF ITS RESPECTIVE OBLIGATIONS UNDER THE OPERATING AGREEMENT WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE TIME, AND AS A RESULT OF SUCH RELEASE OF SELLER BY PURCHASER AND THE TRANSFER, IT IS UNDERSTOOD AND AGREED THAT AS OF THE EFFECTIVE TIME, SELLER SHALL NO LONGER BE A MEMBER OF, NOR HAVE ANY INTEREST OR RIGHTS TO PARTICIPATE IN, COMPANY. FOR THE AVOIDANCE OF DOUBT, THE FOREGOING ASSUMPTION AND RELEASE SHALL NOT PRECLUDE PURCHASER FROM HAVING THE RIGHT TO SUE FOR ANY BREACH BY SELLER OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS CONTAINED HEREIN.

3. Recognition of Transfer by Company . Company hereby consents to and recognizes the Transfer. Company shall file this Agreement with the records of Company following the Closing Date.

4. Representations and Warranties of Seller . Seller represents and warrants to Purchaser, as of the Effective Time and the Closing Date, that:

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5. Representations and Warranties of Purchaser . Purchaser represents and warrants to Seller, as of the Effective Time and the Closing Date, that:

6. Representations and Warranties of Company. Company represents and warrants to Seller that Exhibit A attached hereto sets forth the unaudited consolidated balance sheet of Company as of each of September 30, 2017, October 31, 2017, and November 30, 2017, and the unaudited statement of operations of Company for the three-month period ended November 30, 2017.

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7. Disclaimer.

8. Covenants .

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9. Limitation on Liability . In no event shall any Party be liable to the other Parties for punitive, exemplary, consequential, or special damages (except where such damages constitute part of a claim of a third person which is indemnified pursuant to the provisions of this Agreement).

10. Investment Intent of Purchaser . Purchaser acknowledges that the Membership Interests have not been, and will not be, registered under the Securities Act of 1933, as amended, or under any state securities laws, and is being sold in reliance upon federal and state exemptions for transactions not involving any public offering. Purchaser is a sophisticated investor with knowledge and experience in business and financial matters.

11. Waiver of Transfer Restrictions . Article 9 of the Operating Agreement includes certain transfer restrictions, notice requirements and indemnification obligations in connection with certain Transfers (as defined therein) or proposed Transfers (as defined therein) of the Membership Interests. Purchaser and Company hereby waive any and all transfer restrictions, notice requirements and indemnification obligations set forth in Article 9 of the Operating Agreement in connection with the Transfer of the Membership Interests contemplated by this Agreement.

12. Taxes .

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13. Resignation of Board Members . The execution of this Agreement shall serve as Seller’s written notice, as required by the Operating Agreement, of the resignation of all the BG Board Members and alternate Board Members, effective as of the Closing Date.

14. Miscellaneous .

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“ Affiliate ” or “ Affiliates ” mean, with respect to any Party, any corporation, partnership (including a limited partnership), limited liability company, or other legal entity that directly or indirectly controls, is controlled by or is under common control with such Party; where “control” means the ability to direct the management and policies of a Person through ownership of voting shares or other equity rights, pursuant to a written agreement, or otherwise. The terms “Controls” and “Controlled by” and other derivatives shall be construed accordingly.

“ Anti-Bribery and Money-Laundering Laws and Obligations ” means (a) the laws relating to combating bribery and corruption, and/or the principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed in Paris on December 17, 1997, which entered into force on February 15, 1999, and the Convention’s Commentaries; (b) the laws relating to combating bribery, corruption and money laundering in the countries of the applicable Person’s place of incorporation, principal place of business, and/or place of registration as an issuer of securities, and/or in the countries of the applicable Person’s ultimate parent company’s place of incorporation, principal place of business, and/or place of registration as an issuer of securities; (c) the United States Foreign Corrupt Practices Act of 1977; (d) the United Kingdom Bribery Act 2010 (as amended from time to time); and (e) and all other applicable national, regional, provincial, state, municipal or local laws and regulations that prohibit the bribery of, or the providing of unlawful gratuities, facilitation payments or other benefits to, any Government Official or any other person.

“ Business Day ” means any day that is not a Saturday, Sunday or legal holiday in the State of Texas and that is not otherwise a federal holiday in the United States.

“ Claims ” means any and all claims, demands, loss, liability, liens, judgments, settlements, suits, causes of action, fines, penalties, compliances, costs, and any costs, expenses and fees associated with the investigation, defense and resolution of the foregoing, including without limitation, reasonable attorney’s fees, asserted or prosecuted by or on behalf of a third party. Claims may be based on any theory of tort, contract, strict liability, statutory liability (including, without limitation, fines, penalties, obligations or requirements) or any other basis for liability and shall include, without limitation, any Claims arising, occurring or resulting from, related to or based on the injury, disease, or death of any persons or damage to, loss or destruction of any property, real or personal.

“ Closing ” means the closing of the transactions contemplated by this Agreement.

“ Closing Date ” has the meaning set forth in that certain Agreement Regarding Settlement by and among Purchaser, certain Affiliates of Purchaser, Seller and certain Affiliates of Seller.

“ Code ” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

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“ Contract ” means any written or oral contract, agreement, purchase order, binding bid, commitment or any other legally binding arrangement, but excluding, however, any lease, deed, easement, permit or other instrument (other than acquisition or similar sales or purchase agreements) creating, assigning or evidencing an interest in any real property related to or used in connection with the assets of any of Company.

“ Encumbrance ” means any liens, pledges, mortgages, deeds of trust, security interests, leases, licenses, charges, Claims, encroachments, easements or other encumbrances of any kind.

“ Facilitation Payments ” means payments to a Government Official to facilitate or expedite performance of a routine governmental action which is an action which is commonly performed by such Government Official.

“ Government Official ” means (a) any official or employee of any government, or any agency, ministry, department of a government (at any level), person acting in an official capacity for a government regardless of rank or position, official or employee of a company wholly or partially controlled by a government (for example, a state owned oil company), political party and any official of a political party; and (b) any candidate for political office, any officer or employee of a public international organization, such as the United Nations or the World Bank, or any immediate family member (meaning a spouse, dependent child or household member) of any of the foregoing.

“ Governmental Authority ” means any federal, state, county, municipal or local government or any regulatory or administrative agency, department, division, commission, court or arbitral body, or other similar recognized organization or body of any federal, state, tribal, municipal, or local governmental authority or of any foreign government or other similar recognized organization or body exercising similar powers or authority.

“ Known/Knowledge ” whenever a statement regarding the existence (or absence) of any fact in this Agreement is qualified by a phrase such as “to such Party’s Knowledge”, “Known to such Party,” “has Knowledge” or “had actual Knowledge” or any similar qualification, the Parties intend that the only information to be attributed to such Party is information actually known to (i) the person in the case of an individual or (ii) in the case of a corporation (or other business entity), the current officer and/or manager who devotes substantial attention to matters of such nature during the ordinary course of his or her employment after due inquiry to all Person reporting to such officer or manager. Except as provided in the preceding sentence and unless otherwise specifically provided elsewhere in this Agreement, no Party is represented or obligated to have undertaken a separate investigation in connection with the transaction contemplated in this Agreement to determine the existence (or absence) of any statement or representation qualified by a phrase such as “to such Party’s Knowledge”, “Known to such Party” or “had actual Knowledge” or similar qualification.

“ Law ” means any applicable statute, writ, law, common law, rule, regulation, ordinance, order, or determination of a Governmental Authority, or any requirement under the common law.

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“ Organizational Documents ” means any charter, certificate of incorporation, articles of association, partnership agreements, limited liability company agreements, bylaws, operating agreements or similar formation or governing documents, instruments or certificates executed, adopted or filed in connection with the creation, formation or organization of a Person, including any amendments thereto.

“ Person ” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or other entity of any kind.

“ Proceeding ” means any action, arbitration, audit, cause, complaint, charge, hearing, inquiry, investigation, litigation, proceeding, review or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before any Governmental Authority or arbitrator.

“ Related Parties ” means in relation to a Party: (a) any of its Affiliates; (b) any person employed by that Party or its Affiliates; (c) any director or other officer of that Party or its Affiliates; and (d) any person or entity acting for or on behalf of that Party or its Affiliates.

“ Tax ” and “ Taxes ” means all taxes, assessments, charges, duties, fees, levies, imposts or other similar charges imposed by a Governmental Authority, including all income, franchise, profits, capital gains, capital stock, transfer, gross receipts, sales, use, transfer, service, occupation, ad valorem, property, excise, severance, windfall profits, premium, stamp, license, payroll, employment, social security, unemployment, disability, environmental, alternative minimum, add-on, value-added, withholding and other taxes, assessments, charges, duties, fees, levies, imposts or other similar charges of any kind, and all estimated taxes, deficiency assessments, additions to tax, penalties and interest, whether disputed or not and including any obligation to indemnify or otherwise assume or succeed to the foregoing liabilities of any other Person by Law, by Contract or otherwise.

“ Tax Returns ” means any report, return, election, document, estimated tax filing, declaration or other filing provided to any Governmental Authority including any attachments thereto and amendments thereof.

[ Signature page follows. ]

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IN WITNESS WHEREOF each of the Parties has executed this Agreement to be effective as of the Effective Time.

SELLER:

BG US PRODUCTION COMPANY, LLC

[ Signature Page to Membership Interest (ERPA) Transfer Agreement ]

PURCHASER :

EXCO HOLDING (PA), INC.

COMPANY :

[ Signature Page to Membership Interest (ERPA) Transfer Agreement ]

Exhibit 10.6

Execution Version

MEMBERSHIP INTEREST (MIDSTREAM) TRANSFER AGREEMENT

THIS MEMBERSHIP INTEREST (MIDSTREAM) 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 Appalachia Midstream, 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 ”).

RECITALS

WHEREAS , Seller is a member in Company;

WHEREAS , the business and affairs of Company are governed by the Operating Agreement;

WHEREAS , Seller owns 50% of the issued and outstanding membership interest in Company (the “ Membership Interests ”);

WHEREAS , Purchaser, certain Affiliates of Purchaser, Company, and certain Affiliates of Seller are entering or have entered into that certain Settlement Agreement and Mutual Release, dated as of the Closing Date (the “ Settlement Agreement ”); and

WHEREAS , in accordance with the Settlement Agreement, Seller will sell and Purchaser will purchase all of Seller’s right, title, and interest in and to all of the Membership Interests upon the terms and subject to the conditions set forth herein in return for the consideration specified herein.

NOW, THEREFORE , in consideration of the mutual representations, covenants and agreements contained herein and in the Settlement Agreement and other good and valuable consideration set forth herein and in the Settlement Agreement, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties to this Agreement hereby agree as follows:

1. Transfer and Assignment . Subject to all of the terms of this Agreement, Seller shall transfer the Membership Interests in Company to Purchaser effective as of the Effective Time.

2. Assignment and Assumption; Agreement to be Bound; No Longer Member . For and in consideration of agreed value, the receipt and sufficiency of which is hereby acknowledged, Seller hereby sells, conveys, assigns, transfers and delivers to Purchaser, free and clear of all Encumbrances, all of its right, title and interest in and to the Membership Interests, and Purchaser hereby takes and accepts such assignment and transfer, in each case, effective as of the Effective Time (the “ Transfer ”). PURCHASER HEREBY AGREES TO ASSUME, ACCEPT

AND TIMELY PERFORM AND DISCHARGE ANY AND ALL OF THE DUTIES, COVENANTS, LIABILITIES AND OTHER OBLIGATIONS OF SELLER UNDER THE OPERATING AGREEMENT, WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE TIME. SELLER AND ITS AFFILIATES SHALL BE RELEASED FROM ALL OF ITS RESPECTIVE OBLIGATIONS UNDER THE OPERATING AGREEMENT WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE TIME, AND AS A RESULT OF SUCH RELEASE OF Seller BY PURCHASER AND THE TRANSFER, IT IS UNDERSTOOD AND AGREED THAT AS OF THE EFFECTIVE TIME, SELLER SHALL NO LONGER BE A MEMBER OF, NOR HAVE ANY INTEREST OR RIGHTS TO PARTICIPATE IN, COMPANY. FOR THE AVOIDANCE OF DOUBT, THE FOREGOING ASSUMPTION AND RELEASE SHALL NOT PRECLUDE PURCHASER FROM HAVING THE RIGHT TO SUE FOR ANY BREACH BY SELLER OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS CONTAINED HEREIN.

3. Recognition of Transfer by Company . Company hereby consents to and recognizes the Transfer. Company shall file this Agreement with the records of Company following the Closing Date.

4. Representations and Warranties of Seller . Seller represents and warrants to Purchaser, as of the Effective Time and the Closing Date, that:

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5. Representations and Warranties of Purchaser . Purchaser represents and warrants to Seller, as of the Effective Time and the Closing Date, that:

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6. Representations and Warranties of Company. Company represents and warrants to Seller that Exhibit A attached hereto sets forth the unaudited consolidated balance sheet of Company as of each of September 30, 2017, October 31, 2017, and November 30, 2017, and the unaudited statement of operations of Company for the three-month period ended November 30, 2017.

7. Disclaimer.

8. Covenants .

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9. Limitation on Liability . In no event shall any Party be liable to the other Parties for punitive, exemplary, consequential, or special damages (except where such damages constitute part of a claim of a third person which is indemnified pursuant to the provisions of this Agreement).

10. Investment Intent of Purchaser . Purchaser acknowledges that the Membership Interests have not been, and will not be, registered under the Securities Act of 1933, as amended, or under any state securities laws, and is being sold in reliance upon federal and state exemptions for transactions not involving any public offering. Purchaser is a sophisticated investor with knowledge and experience in business and financial matters.

11. Waiver of Transfer Restrictions . Article 10 of the Operating Agreement includes certain transfer restrictions, notice requirements and indemnification obligations in connection with certain Transfers (as defined therein) or proposed Transfers (as defined therein) of the Membership Interests. Purchaser and Company hereby waive any and all transfer restrictions, notice requirements and indemnification obligations set forth in Article 10 of the Operating Agreement in connection with the Transfer of the Membership Interests contemplated by this Agreement.

12. Taxes .

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13. Resignation of Board Members . The execution of this Agreement shall serve as Seller’s written notice, as required by the Operating Agreement, of the resignation of all the BG Board Members and alternate Board Members, effective as of the Closing Date.

14. Miscellaneous .

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“ Affiliate ” or “ Affiliates ” mean, with respect to any Party, any corporation, partnership (including a limited partnership), limited liability company, or other legal entity that directly or indirectly controls, is controlled by or is under common control with such Party; where “control” means the ability to direct the management and policies of a Person through ownership of voting shares or other equity rights, pursuant to a written agreement, or otherwise. The terms “Controls” and “Controlled by” and other derivatives shall be construed accordingly.

“ Anti-Bribery and Money-Laundering Laws and Obligations ” means (a) the laws relating to combating bribery and corruption, and/or the principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed in Paris on December 17, 1997, which entered into force on February 15, 1999, and the Convention’s Commentaries; (b) the laws relating to combating bribery, corruption and money laundering in the countries of the applicable Person’s place of incorporation, principal place of business, and/or place of registration as an issuer of securities, and/or in the countries of the applicable Person’s ultimate parent company’s place of incorporation, principal place of business, and/or place of registration as an issuer of securities; (c) the United States Foreign Corrupt Practices Act of 1977; (d) the United Kingdom Bribery Act 2010 (as amended from time to time); and (e) and all other applicable national, regional, provincial, state, municipal or local laws and regulations that prohibit the bribery of, or the providing of unlawful gratuities, facilitation payments or other benefits to, any Government Official or any other person.

“ Business Day ” means any day that is not a Saturday, Sunday or legal holiday in the State of Texas and that is not otherwise a federal holiday in the United States.

“ Claims ” means any and all claims, demands, loss, liability, liens, judgments, settlements, suits, causes of action, fines, penalties, compliances, costs, and any costs, expenses and fees associated with the investigation, defense and resolution of the foregoing, including without limitation, reasonable attorney’s fees, asserted or prosecuted by or on behalf of a third party. Claims may be based on any theory of tort, contract, strict liability, statutory liability (including, without limitation, fines, penalties, obligations or requirements) or any other basis for liability and shall include, without limitation, any Claims arising, occurring or resulting from, related to or based on the injury, disease, or death of any persons or damage to, loss or destruction of any property, real or personal.

“ Closing ” means the closing of the transactions contemplated by this Agreement.

“ Closing Date ” has the meaning set forth in that certain Agreement Regarding Settlement by and among Purchaser, certain Affiliates of Purchaser, Seller and certain Affiliates of Seller.

“ Code ” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

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“ Contract ” means any written or oral contract, agreement, purchase order, binding bid, commitment or any other legally binding arrangement, but excluding, however, any lease, deed, easement, permit or other instrument (other than acquisition or similar sales or purchase agreements) creating, assigning or evidencing an interest in any real property related to or used in connection with the assets of any of Company.

“ Encumbrance ” means any liens, pledges, mortgages, deeds of trust, security interests, leases, licenses, charges, Claims, encroachments, easements or other encumbrances of any kind.

“ Facilitation Payments ” means payments to a Government Official to facilitate or expedite performance of a routine governmental action which is an action which is commonly performed by such Government Official.

“ Government Official ” means (a) any official or employee of any government, or any agency, ministry, department of a government (at any level), person acting in an official capacity for a government regardless of rank or position, official or employee of a company wholly or partially controlled by a government (for example, a state owned oil company), political party and any official of a political party; and (b) any candidate for political office, any officer or employee of a public international organization, such as the United Nations or the World Bank, or any immediate family member (meaning a spouse, dependent child or household member) of any of the foregoing.

“ Governmental Authority ” means any federal, state, county, municipal or local government or any regulatory or administrative agency, department, division, commission, court or arbitral body, or other similar recognized organization or body of any federal, state, tribal, municipal, or local governmental authority or of any foreign government or other similar recognized organization or body exercising similar powers or authority.

“ Known/Knowledge ” whenever a statement regarding the existence (or absence) of any fact in this Agreement is qualified by a phrase such as “to such Party’s Knowledge”, “Known to such Party,” “has Knowledge” or “had actual Knowledge” or any similar qualification, the Parties intend that the only information to be attributed to such Party is information actually known to (i) the person in the case of an individual or (ii) in the case of a corporation (or other business entity), the current officer and/or manager who devotes substantial attention to matters of such nature during the ordinary course of his or her employment after due inquiry to all Person reporting to such officer or manager. Except as provided in the preceding sentence and unless otherwise specifically provided elsewhere in this Agreement, no Party is represented or obligated to have undertaken a separate investigation in connection with the transaction contemplated in this Agreement to determine the existence (or absence) of any statement or representation qualified by a phrase such as “to such Party’s Knowledge”, “Known to such Party” or “had actual Knowledge” or similar qualification.

“ Law ” means any applicable statute, writ, law, common law, rule, regulation, ordinance, order, or determination of a Governmental Authority, or any requirement under the common law.

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“ Organizational Documents ” means any charter, certificate of incorporation, articles of association, partnership agreements, limited liability company agreements, bylaws, operating agreements or similar formation or governing documents, instruments or certificates executed, adopted or filed in connection with the creation, formation or organization of a Person, including any amendments thereto.

“ Person ” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or other entity of any kind.

“ Proceeding ” means any action, arbitration, audit, cause, complaint, charge, hearing, inquiry, investigation, litigation, proceeding, review or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before any Governmental Authority or arbitrator.

“ Related Parties ” means in relation to a Party: (a) any of its Affiliates; (b) any person employed by that Party or its Affiliates; (c) any director or other officer of that Party or its Affiliates; and (d) any person or entity acting for or on behalf of that Party or its Affiliates.

“ Tax ” and “ Taxes ” means all taxes, assessments, charges, duties, fees, levies, imposts or other similar charges imposed by a Governmental Authority, including all income, franchise, profits, capital gains, capital stock, transfer, gross receipts, sales, use, transfer, service, occupation, ad valorem, property, excise, severance, windfall profits, premium, stamp, license, payroll, employment, social security, unemployment, disability, environmental, alternative minimum, add-on, value-added, withholding and other taxes, assessments, charges, duties, fees, levies, imposts or other similar charges of any kind, and all estimated taxes, deficiency assessments, additions to tax, penalties and interest, whether disputed or not and including any obligation to indemnify or otherwise assume or succeed to the foregoing liabilities of any other Person by Law, by Contract or otherwise.

“ Tax Returns ” means any report, return, election, document, estimated tax filing, declaration or other filing provided to any Governmental Authority including any attachments thereto and amendments thereof.

[ Signature page follows .]

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IN WITNESS WHEREOF each of the Parties has executed this Agreement to be effective as of the Effective Time.

SELLER :

BG US PRODUCTION COMPANY, LLC

[ Signature Page to Membership Interest (Midstream) Transfer Agreement ]

PURCHASER:

EXCO HOLDING (PA), INC.

COMPANY :

EXCO APPALACHIA MIDSTREAM, LLC

[ Signature Page to Membership Interest (Midstream) Transfer Agreement ]

Exhibit 10.7

Execution Version

TERMINATION AND RELEASE AGREEMENT

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 Appalachia Midstream, LLC, a Delaware limited liability company (“ Midstream ”). Each of BG, BGNA, BGPA, BGWV, EXCO Parent, EXCO, Operator, EXCOPA, EXCOWV, EOC and Midstream is sometimes referred to herein individually as a “ Terminating Party ” and collectively as the “ Terminating Parties .”

RECITALS

WHEREAS , SWEPI LP, a Delaware limited partnership (“ SWEPI ”), and certain of the Terminating Parties have entered into that certain Settlement Agreement and Mutual Release, dated as of the Closing Date (the “ Settlement Agreement ”); and

WHEREAS , pursuant to the terms of the Settlement Agreement, each Terminating Party desires to terminate, and considers fulfilled any and all obligations and liabilities under, each of its Applicable Terminated Agreements (as defined below), effective as of the Effective Time, by entering into this Agreement.

NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Terminating Parties hereby agree as follows:

1. Definitions. The following capitalized terms shall have the following meanings:

“ Affiliate ” or “ Affiliates ” mean, with respect to any Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with, such specified Person through one or more intermediaries or otherwise.

“ Applicable Terminated Agreements ” means, with respect to any Terminating Party, the Terminated Agreements to which such Terminating Party is a party.

“ BG-Midstream Secondment Agreement ” means that certain Secondment Agreement, dated as of June 1, 2010, by and between BG and Midstream, as amended from time to time.

“ BG-Midstream Services Agreement ” means that certain Services Agreement, dated as of June 1, 2010, by and between BG and Midstream, as amended from time to time.

“ BG-Operator Secondment Agreement ” means that certain Amended and Restated Secondment Agreement, dated as of October 14, 2014, by and among BG, EOC and Operator, as amended from time to time.

“ BG-Operator Services Agreement ” means that certain Services Agreement, dated as of June 1, 2010, by and between BGNA and Operator, as amended from time to time.

“ BGNA Guaranty ” means that certain guaranty of BGNA in favor of EXCOPA, EXCOWV, Operator and EXCO pursuant to that certain Guaranty, dated as of June 1, 2010, as amended from time to time.

“ Closing Date ” has the meaning set forth in that certain Agreement Regarding Settlement by and among SWEPI and certain of the Terminating Parties and/or their Affiliates.

“ Control ” means, where used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the term “ Controlled ” has a correlative meaning.

“ EXCO Parent Guaranty ” means that certain guaranty of EXCO Parent in favor of BGPA, BGWV, Operator and BG pursuant to that certain Guaranty, dated as of June 1, 2010, as amended from time to time.

“ EXCO Performance Guaranty ” means that certain guaranty of EXCO Parent in favor of BG pursuant to that certain Performance Guaranty, dated as of May 9, 2010, as amended from time to time.

“ Governmental Authority ” means any federal, state, county, municipal or local government or any regulatory or administrative agency, department, division, commission, court or arbitral body, or other similar recognized organization or body of any federal, state, tribal, municipal, or local governmental authority or of any foreign government or other similar recognized organization or body exercising similar powers or authority.

“ JDA ” means that certain Joint Development Agreement, dated as of June 1, 2010, by and among BGPA, BGWV, EXCOPA, EXCOWV and Operator, as amended from time to time, including pursuant to that certain Amendment to the Joint Development Agreement (Appalachia), dated as of October 14, 2014.

“ Law ” means any applicable statute, writ, law, common law, rule, regulation, ordinance, Order, or determination of a Governmental Authority, or any requirement under the common law.

“ Letter Agreement ” means that certain JV Letter Agreement, dated as of October 14, 2014, by and among BG, Operator and EOC, as amended from time to time.

“ Order ” means any order, writ, injunction, decree, award, judgment, ruling, compliance or consent order or decree, settlement agreement, or similar binding legal agreement issued by or entered into with a Governmental Authority.

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“ Original MITA ” means that certain Membership Interest Transfer Agreement, dated as of May 9, 2010, by and between EXCO and BG, as amended from time to time, including pursuant to that certain First Amendment to Purchase and Sale Agreement, dated as of June 1, 2010.

“ Person ” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or other entity of any kind.

“ Terminated Agreements ” means, collectively, the BG-Midstream Secondment Agreement, the BG-Operator Secondment Agreement, the BG-Midstream Services Agreement, the BG-Operator Services Agreement, the BGNA Guaranty, the EXCO Parent Guaranty, the EXCO Performance Guaranty, the JDA, the Letter Agreement and the Original MITA.

2. Termination. Each Terminating Party hereby terminates, effective as of the Effective Time, its Applicable Terminated Agreements. Each Terminating Party hereby acknowledges and agrees that from and after such termination of such Applicable Terminated Agreement contemplated by this Section  2 , each of such Applicable Terminated Agreements shall be of no further force or effect and, notwithstanding anything to the contrary in any Applicable Terminated Agreement, no provisions of such Applicable Terminated Agreement shall survive the termination of such Applicable Terminated Agreement contemplated by this Section  2 ; provided that (a) the BG-Operator Secondment Agreement shall be terminated only to the extent that such agreement applies to the Appalachian Area (as defined in the BG-Operator Secondment Agreement) and shall remain in full force and effect as such agreement applies to the East Texas/North Louisiana Area (as defined in the BG-Operator Secondment Agreement), (b) any Joint Development Operating Agreement (as defined in the JDA) entered into pursuant to the terms of the JDA by any Terminating Party or any joint operating agreements entered into by any Terminating Party and any third party shall, for the avoidance of doubt, not be deemed to be a “Terminated Agreement” and shall not be terminated pursuant to this Section  2 and (c) the Joint Development Operating Agreement (as defined in the JDA) shall survive and apply to the Subject Oil and Gas Assets (as defined in the JDA) of BGPA, BGWV, EXCOPA, EXCOWV and Operator to the extent a Joint Development Operating Agreement or another joint operating agreement does not burden such Subject Oil and Gas Assets (as defined in the JDA). Each Terminating Party hereby waives any and all requirements contained in its Applicable Terminated Agreements that may restrict or limit the rights of such Terminating Party to terminate such Applicable Terminated Agreements to the extent contemplated by this Section  2 .

3. Release . Subject to, and without limiting, Section  2 , each Terminating Party, on behalf of itself and its Affiliates, agrees that all obligations and liabilities of the other Terminating Parties (and their Affiliates) under such Terminating Party’s Applicable Terminated Agreements shall be deemed satisfied, and that any and all claims, liabilities, causes of action and/or obligations relating thereto, regardless of when such claims, liabilities, causes of action and/or obligations arose, shall be released effective as of the Effective Time.

4. Release of BG Parent Guaranty. Subject to, and without limiting, Section  2 , each of EXCO, EXCOPA and EXCOWV, as beneficiaries, hereby releases BG Energy Holdings Limited, as guarantor of any and all of its payment obligation under the Guaranty, dated as of May 9, 2010 (as amended).

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5. Termination of Tax Partnership. BG, BGNA, BGPA and BGWV acknowledge and agree, on their own behalf and on behalf of their Affiliates, that, pursuant to Section 2.3 of the Tax Partnership Agreement, dated as of June 1, 2010 (as amended), by and among BGPA, BGWV, EXCOPA, EXCOWV, BG, EXCO, Operator and BG LNG Services, LLC, as a result of the transactions contemplated herein, the partnership for U.S. federal income tax purposes formed in connection with entry into the JDA shall cease to exist effective as of the Effective Time.

6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any facsimile or other electronic copies hereof or signature hereon shall, for all purposes, be deemed originals.

7. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The Terminating Parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the Terminating Parties to the greatest extent legally permissible in order that the transactions contemplated herein are consummated as originally contemplated to the fullest extent possible.

8. Governing Law; Dispute Resolution.

a. THIS AGREEMENT AND THE LEGAL RELATIONS AMONG THE PARTIES SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

b. The sole and exclusive forum for any disputes arising out of or relating to this Agreement, including, but not limited to, any disputes involving questions of breach, termination, or validity of this Agreement, shall be finally resolved by arbitration in Houston, Texas. The arbitration shall be conducted in accordance with the International Institute for Conflict Prevention and Resolution Rules for Non-Administered Arbitration (“ CPR ”) Rules. The CPR is the appointing authority. The resulting arbitral award shall be final and binding without right of appeal, and judgment upon such award may be entered in any court having jurisdiction thereof.

[ Signature pages follow. ]

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IN WITNESS WHEREOF, each of the Terminating Parties has executed this Agreement to be effective for all purposes as of the Effective Time.

[ Signature Page to Termination and Release Agreement ]

[ Signature Page to Termination and Release Agreement ]