Limited Liability Company Agreement of Vernon Gathering, LLC



 Exhibit 4.23 

LIMITED LIABILITY COMPANY AGREEMENT 

OF 

VERNON GATHERING, LLC 

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of VERNON GATHERING, LLC (the “Company”),
is made and entered into effective as of March 9, 2007, by Vernon Holdings, LLC, as the sole member of the Company (the “Member”). 

W I T N E S S E T H : 

WHEREAS, the Member desires to enter into this Limited Liability Company Agreement to set forth the Member’s rights and obligations
and other matters with respect to the Company. 
 NOW, THEREFORE, in consideration of the promises and the covenants and
provisions hereinafter contained, the Member hereby adopts the following: 
 ARTICLE I 

ORGANIZATIONAL AND OTHER MATTERS 

Section 1.1 Organization; Admission. The Company was organized as a limited liability company pursuant to Section 18-201
of the Delaware Limited Liability Company Act (the “DLLCA”) by filing the Certificate of Formation (the “Certificate”) with the Secretary of State of the State of Delaware on March 9, 2007. The sole member of
the Company is Vernon Holdings, LLC, a Delaware limited liability company. 
 Section 1.2 Name. The name of the
Company is Vernon Gathering, LLC, and the business of the Company is conducted under such name. The Managers (as defined in Section 5.1(a)) may, in their sole discretion, change the name of the Company from time to time. In any such
event, the Managers shall promptly file or caused to be filed in the office of the Secretary of State of Delaware an amendment to the Certificate reflecting such change of name. 

Section 1.3 Limited Liability. Except as otherwise provided by the DLLCA, the debts, obligations and liabilities of the
Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and the Member shall not be obligated personally for any of such debts, obligations or liabilities solely by reason of
being a member. 
 Section 1.4 Registered Office and Agent. The address of the Company’s registered office
(required by 18-104 of the DLLCA to be maintained in the State of Delaware) shall be Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 and the name of the Company’s registered agent at such address is The Corporation
Trust Company. The Company’s principal place of business shall be 12377 Merit Drive, Suite 1700, LB 82, Dallas, Texas 75251. The Managers may change such registered office, registered agent, or principal place of business from time to time. The
Company may from time to time have such other place or places of business within or without the State of Delaware as may be determined by the Managers. 







 Section 1.5 Fiscal Year. The fiscal year of the Company shall end on
December 31 of each calendar year unless, for United States federal income tax purposes, another fiscal year is required. The Company shall have the same fiscal year for United States federal income tax purposes and for accounting purposes.

 Section 1.6 Tax Classification; No State-Law Partnership. The Member intends that the Company be disregarded for
United States federal income tax purposes as long as there is only one Member, and that if there is ever more than one Member or more than one owner of the Company as determined for United States federal income tax purposes, that the Company be
classified as a partnership for United States federal income tax purposes and this Agreement shall be interpreted accordingly. The Company shall not be a partnership or a joint venture for any reason other than for United States federal income and
state tax purposes, and no provision of this Agreement shall be construed otherwise. 
 ARTICLE II 

PURPOSE AND POWERS 

Section 2.1 Purpose of the Company. The purpose of the Company shall be to engage or participate in any lawful business
activities in which a limited liability company formed in the State of Delaware may engage or participate. 
 Section 2.2
Powers of the Company. The Company shall have the power to do any and all acts reasonably necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose and business described herein and for the
protection and benefit of the Company. 
 ARTICLE III 

CAPITAL CONTRIBUTIONS 

The Member has made an initial contribution to the capital of the Company in the amount of $1,000.00 in exchange for a 100% membership
interest in the Company. Without creating any rights in favor of any third party, the Member may, from time to time, make additional contributions of cash or property to the capital of the Company, but shall have no obligation to do so. 

ARTICLE IV 

DISTRIBUTIONS 

The Managers shall decide whether and in what amounts the proceeds received by the Company shall be distributed to the Member. All such
proceeds distributed to the Member, if any, shall be distributed in proportion to the Member’s funding contribution as provided above. 
  

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 ARTICLE V 

MANAGEMENT OF THE COMPANY 

Section 5.1 Manager-Managed. 

(a) The affairs of the Company shall be managed by one or more managers, appointed as provided in Section 5.l(c) (each, a
“Manager” and collectively, the “Managers”). 
 (b) The Managers shall manage the affairs of
the Company and make all decisions with regard thereto. Any Manager, acting alone, has the authority to act on behalf of, and to bind, the Company. 

(c) The number of Managers shall be fixed from time to time by the Member. The Member shall have the right to remove and replace the
Managers at any time and for any reason. Any vacancy in any Manager position may be filled by the Member or by the remaining Manager or Managers; and any Manager so chosen shall hold office until (i) removed with or without cause by the Member,
(ii) such Manager’s successor shall be duly elected and appointed by the Member or (iii) such Manager’s death, disability or resignation. The number of initial Managers shall be three (3). The initial Managers shall be Douglas H.
Miller, Stephen F. Smith and Harold L. Hickey. 
 Section 5.2 Officers. 

(a) Authority to Appoint. The Managers may appoint, and remove with or without cause, such officers of the Company as the Managers
from time to time may determine, in their sole and absolute discretion to manage and control the business and affairs of the Company. Such officers need not be Members, and shall have such duties, powers, responsibilities and authority as from time
to time may be authorized by the Managers. 
 (b) Term. Subject to any express term of any written agreement between the
Company and any officer approved by the Managers in writing, any officer so appointed by the Managers shall serve in the capacity so appointed until (i) removed with or without cause by the Managers, (ii) such officer’s successor
shall be duly elected and appointed by the Managers or (iii) such officer’s death, disability or resignation. 
 (c)
Titles. To the extent appointed by the Managers, the officers of the Company may be a Chairman and Chief Executive Officer, a Vice Chairman and President, one or more Vice Presidents, a Chief Financial Officer, Chief Accounting Officer and
Treasurer, a Chief Operating Officer, a Controller, a General Counsel, a Secretary, an Assistant Secretary and such other officers as the Managers may from time to time elect or appoint. Any number of offices may be held by the same person.

 (d) Salaries. Subject to any express terms of any written agreement between the Company and any officer approved by
the Managers in writing, the salaries or other compensation of the officers and agents of the Company shall be fixed from time to time by the Managers. 
  

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 (e) Vacancies. Any vacancy occurring in any office of the Company may be filled by
the Managers. 
 (f) Chairman and Chief Executive Officer. Subject to the control of the Managers, the Chairman and Chief
Executive Officer shall preside at all meetings of the Company and shall have general executive charge, management and control of the properties, business and operations of the Company with all such powers as may be reasonably incident to such
responsibilities. The Chairman and Chief Executive Officer may agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Company and may sign all certificates for membership interests of the
Company and shall have such other powers and duties as from time to time may be designated in this Agreement or assigned to the Chairman and Chief Executive Officer by the Managers. 

(g) Vice Chairman and President. Unless the Managers otherwise determine, the Vice Chairman and President shall act in the place
of the Chairman and Chief Executive Officer in the Chairman and Chief Executive Officer’s absence, shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the
Company and shall have such other powers and duties as from time to time may be designated in this Agreement or assigned to the Vice Chairman and President by the Managers. 

(h) Vice Presidents. In the absence of the Vice Chairman and President, or in the event of the Vice Chairman and President’s
inability or refusal to act, a Vice President designated by the Managers shall perform the duties of the Vice Chairman and President, and when so acting shall have all the powers of and be subject to all the restrictions upon the Vice Chairman and
President. In the absence of a designation by the Managers of a Vice President to perform the duties of the Vice Chairman and President, or in the event of the Vice Chairman and President’s absence or inability or refusal to act, the Vice
President who is present and who is senior in terms of time as a Vice President of the Company shall so act. The Vice Presidents shall have such other powers and duties as from time to time may be designated in this Agreement or assigned to the Vice
Presidents by the Managers. 
 (i) Chief Financial Officer, Chief Accounting Officer and Treasurer. The Chief Financial
Officer, Chief Accounting Officer and Treasurer shall have responsibility for the general executive charge, management and control of the financial affairs and business of the Company, shall have custody and control of all the funds and securities
of the Company and shall have such other powers and duties as from time to time may be designated in this Agreement or assigned to the Chief Financial Officer, Chief Accounting Officer and Treasurer by the Managers. The Chief Financial Officer,
Chief Accounting Officer and Treasurer shall perform all acts incident to the position of Chief Financial Officer, Chief Accounting Officer and Treasurer, subject to the control of the Chairman and Chief Executive Officer and the Managers, and the
Chief Financial Officer, Chief Accounting Officer and Treasurer shall, if required by the Managers, give such bond for the faithful discharge of the Chief Financial Officer, Chief Accounting Officer and Treasurer’s duties in such form as the
Managers may require. 
  

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 (j) Chief Operating Officer. The Chief Operating Officer shall have responsibility
for the operations of the Company and shall have such other powers and duties as from time to time may be designated in this Agreement or assigned to the Chief Operating Officer by the Managers. The Chief Operating Officer shall perform all acts
incident to the position of Chief Operating Officer, subject to the control of the Chairman and Chief Executive Officer and the Managers, and the Chief Operating Officer shall, if required by the Managers, give such bond for the faithful discharge
of the Chief Operating Officer’s duties in such form as the Managers may require. 
 (k) Controller. The Controller
shall have the usual powers and duties pertaining to the Controller’s office, together with such other powers and duties as from time to time may be designated in this Agreement or assigned to the Controller by the Chairman and Chief Executive
Officer or the Managers. 
 (l) General Counsel. The General Counsel shall have the usual powers and duties pertaining to
the General Counsel’s office, together with such other powers and duties as from time to time may be designated in this Agreement or assigned to the General Counsel by the Chairman and Chief Executive Officer or the Managers. 

(m) Secretary. The Secretary shall keep the minutes of all actions or consents by the Managers, in books provided for that
purposes and shall attend to the giving and serving of all notices. The Secretary may in the name of the Company affix the seal of the Company (if any) to all contracts of the Company and attest the affixation of the seal of the Company thereto and
may sign with the other appointed officers all certificates for membership interests of the Company. The Secretary shall have charge of the certificate books, transfer books and stock ledgers and such other books and papers as the Managers may
direct, all of which shall at all reasonable times be open to inspection of the Managers upon application at the office of the Company during business hours. The Secretary shall have such other powers and duties as designated in this Agreement and
as from time to time may be designated in this Agreement or assigned to the Secretary by the Managers, and he shall in general perform all acts incident to the office of Secretary, subject to the control of the Chairman and Chief Executive Officer
and the Managers. 
 (n) Assistant Secretary. The Assistant Secretary shall have the usual powers and duties pertaining
to the Assistant Secretary’s office, together with such other powers and duties as from time to time may be designated in this Agreement or assigned to the Assistant Secretary by the Chairman and Chief Executive Officer or the Managers. The
Assistant Secretary shall exercise the powers of the Secretary during that officer’s absence or inability or refusal to act. 

(o) Action with Respect to Securities and Membership Interests of Other Corporations. Unless otherwise directed by the Managers,
the Chairman and Chief Executive Officer, the Vice Chairman and President and each Vice President shall have power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of holders of voting securities or interests
held by the Company of or with respect to any action of holders of voting securities or interests of any other corporation or other entity in which the Company may hold securities and otherwise to exercise any and all rights and powers which this
Company may possess by reason of its ownership of or voting securities or interest in such other corporation or other entity. 
  

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 Section 5.3 Other Activities. Neither this Agreement nor any principle of law or
equity shall preclude or limit, in any respect, the right of the Member to engage in or derive profit or compensation from any other activities or investments. 

ARTICLE VI 

INDEMNIFICATION 

Section 6.1 The Company shall indemnify any person who was, is, or is threatened to be made a party to a Proceeding (as hereinafter
defined) by reason of the fact that such person (i) is or was a member, Manager or officer of the Company or (ii) while a member, Manager or officer of the Company, is or was serving at the request of the Company as a Manager, director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, to the fullest extent permitted under the DLLCA, as the same now exists or may hereafter be amended. Such right shall be a contract right and as such shall run to the benefit of any member, Manager or officer who is a member, Manager or
officer of the Company while this Article VI is in effect. Any repeal or amendment of this Article VI shall be prospective only and shall not limit the rights of any such member, Manager or officer or the obligations of the Company with respect to
any claim arising from or related to the services of such member, Manager or officer in any of the foregoing capacities prior to any such repeal or amendment to this Article VI. Such right shall include the right to be reimbursed by the Company for
expenses incurred in investigating or defending any such proceeding in advance of its final disposition to the maximum extent permitted under the DLLCA, as the same now exists or may hereafter be amended. If a claim for indemnification or
advancement of expenses hereunder is not paid in full by the Company within sixty (60) days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid
amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense
is not permitted under the DLLCA, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its Managers or any committee thereof, independent legal counsel or members) to have made its
determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the claimant is permissible in the circumstances nor an actual determination by the Company (including its Managers or any
committee thereof, independent legal counsel or members) that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible. In the event
of the death of any person having a right of indemnification under the foregoing provisions, such right shall inure to the benefit of such person’s heirs, executors, administrators, and personal representatives. The rights conferred above shall
not be exclusive of any other right which any person may have or hereafter acquire under any statute; resolution of the Member, Managers or officers; agreement; or otherwise. 

 

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 Section 6.2 The Company may additionally indemnify any employee or agent of the Company
to the fullest extent permitted by applicable law. 
 Section 6.3 As used herein, the term “Proceeding”
means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to
such an action, suit, or proceeding. 
 ARTICLE VII 

TRANSFERABILITY OF MEMBERSHIP INTERESTS 

The Member may transfer, sell, assign, mortgage, grant a lien on, give or otherwise dispose of, whether voluntarily or by operation of
law, at judicial sale or otherwise, all or any part of its interest in the Company at any time; provided, however, that (i) no transferee shall become a member without the written consent of the Managers and (ii) there shall not at any
time be more than one member until this Agreement is amended to provide generally (in addition to Section 1.6 hereof) for having more than one member. 

ARTICLE VIII 

DISSOLUTION AND LIQUIDATION 

Section 8.1 Dissolution. The Company shall be dissolved upon the occurrence of any dissolution event specified in the DLLCA;
provided, that notwithstanding the foregoing, the Company shall not dissolve upon the occurrence of any of the events described in Section 18-801(a)(4) of the DLLCA (including, without limitation, the death or bankruptcy of the Member).

 Section 8.2 Effect of Dissolution. Upon dissolution, the Company shall cease carrying on its business but shall
not terminate until the winding up of the affairs of the Company is completed, the assets of the Company shall have been distributed as provided below and a Certificate of Cancellation of the Company under the DLLCA have been filed in the office of
the Secretary of State of the State of Delaware. 
 Section 8.3 Liquidation Upon Dissolution. Upon the dissolution
of the Company, sole and plenary authority to effectuate the liquidation of the assets of the Company shall be vested in the Managers, who shall have full power and authority to sell, assign and encumber any and all of the Company’s assets and
to wind up and liquidate the affairs of the Company in an orderly and business-like manner. The proceeds of liquidation of the assets of the Company distributable upon a dissolution and winding up of the Company shall be applied in the following
order of priority: 
 (a) first, to the creditors of the Company, including creditors who are members, in the order of priority
provided by law, in satisfaction of all liabilities and obligations of the Company (of any nature whatsoever, including, without limitation, fixed or contingent, matured or unmatured, legal or equitable, secured or unsecured), whether by payment or
the making of reasonable provision for payment thereof; and 
  

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 (b) thereafter, to the Member. 

Section 8.4 Winding Up and Certificate of Cancellation. The winding up of the Company shall be completed when all of its
debts, liabilities, and obligations have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining property and assets of the Company have been distributed to the Member. Upon the completion of the
winding up of the Company, a Certificate of Cancellation of the Company shall be filed in the office of the Secretary of State of the State of Delaware. 

ARTICLE IX 

AMENDMENT 

This Agreement may be amended or modified only by a written instrument executed by the Member. In addition, the terms or conditions
hereof may be waived by a written instrument executed by the party waiving compliance. 
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INTENTIONALLY LEFT BLANK] 
  

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 IN WITNESS WHEREOF, the undersigned has entered into this Agreement as of the date first
written above. 
  

			
	VERNON HOLDINGS, LLC
		
	By:	 	/s/ William L. Boeing
	Name:	 	William L. Boeing
	Title:	 	Vice President, General Counsel and Secretary


  

 SIGNATURE PAGE 








 FIRST AMENDMENT TO 

LIMITED LIABILITY COMPANY AGREEMENT 

OF 

VERNON GATHERING, LLC 

(a Delaware Limited Liability Company) 

WHEREAS, EXCO Partners Operating Partnership, LP, a Delaware limited partnership (“EPOP”), became the transferee of the sole membership
interest of Vernon Gathering, LLC, a Delaware limited liability company (the “Company”), by virtue of the merger of Vernon Holdings, LLC with and into EPOP effective as of March 30, 2007; and 

WHEREAS, EPOP, as the transferee of the sole membership interest of the Company, desires to become the sole member of the Company and to adopt, as
amended below, the Limited Liability Company Agreement of Vernon Gathering, LLC dated March 9, 2007 (the “Agreement”); and 

WHEREAS, the Managers of the Company, pursuant to a written consent as contemplated by Article VII of the Agreement, have consented to the admission of
EPOP as a member; now, therefore, the Agreement, as amended hereby, is hereby duly adopted as the Limited Liability Company Agreement of the Company by the Managers and the sole Member. 

 

	 	1.	All capitalized terms used herein but not defined herein shall have the meaning set forth in the Agreement. 


 

	 	2.	Section 1.1 is hereby amended by deleting the last sentence thereof in its entirety and substituting in lieu thereof the following: 


“The sole member of the Company is EXCO Partners Operating Partnership, LP, a Delaware limited partnership.” 

 

	 	3.	Except as expressly amended hereby, the Agreement continues to remain in full force and effect in accordance with its terms. 








 IN WITNESS WHEREOF, the undersigned, being the Managers of the Company, have caused the Agreement, as
amended hereby, to be duly adopted by the Company as of March 30, 2007. 
  

	
	/s/ Douglas H. Miller
	Douglas H. Miller
	
	/s/ Stephen F. Smith
	Stephen F. Smith
	
	/s/ Harold L. Hickey
	Harold L. Hickey


 The undersigned, being the sole
Member of the Company, does hereby ratify, confirm and approve the adoption of the Agreement, as amended hereby, as the limited liability company agreement of the Company, and does hereby assume and agree to be bound by and to perform all of the
terms and provisions set forth in the Agreement, as amended hereby, as of March 30, 2007. 
  

			
	EXCO PARTNERS OPERATING PARTNERSHIP, LP
		
	By:	 	EXCO Partners OLP GP, LLC
	
		
	By:	 	/s/ William L. Boeing
	Name:	 	William L. Boeing
	Title:	 	Vice President, General Counsel and Secretary









 SECOND AMENDMENT TO 

LIMITED LIABILITY COMPANY AGREEMENT 

OF 

VERNON GATHERING, LLC 

(a Delaware Limited Liability Company) 

WHEREAS, EXCO Partners Operating Partnership, LP, a Delaware limited partnership (“EPOP”), transferred its sole membership interest in Vernon
Gathering, LLC, a Delaware limited liability company (the “Company”), to Vaughan Holding Company, LLC, a Texas limited liability company (“Vaughan”), effective as of 1:02 a.m., Eastern time, on January 1, 2008; and

 WHEREAS, Vaughan, as the transferee of the sole membership interest of the Company, desires to become the sole member of the Company and to
adopt, as amended below, the Limited Liability Company Agreement of Vernon Gathering, LLC dated March 9, 2007 (the “Agreement”), as amended on March 30, 2007; and 

WHEREAS, the Managers of the Company, pursuant to a written consent as contemplated by Article VII of the Agreement, have consented to the admission of
Vaughan as a member; now, therefore, the Agreement, as amended hereby, is hereby duly adopted as the Limited Liability Company Agreement of the Company by the Managers and the sole Member. 

 

	 	1.	All capitalized terms used herein but not defined herein shall have the meaning set forth in the Agreement. 


 

	 	2.	Section 1.1 is hereby amended by deleting the last sentence thereof in its entirety and substituting in lieu thereof the following: 


“The sole member of the Company is Vaughan Holding Company, LLC, a Texas limited liability company.” 

 

	 	3.	Except as expressly amended hereby, the Agreement continues to remain in full force and effect in accordance with its terms. 








 IN WITNESS WHEREOF, the undersigned, being the Managers of the Company, have caused the Agreement, as
amended hereby, to be duly adopted by the Company as of 1:02 a.m., Eastern time, on January 1, 2008. 
  

	
	/s/ Douglas H. Miller
	Douglas H. Miller
	
	/s/ Stephen F. Smith
	Stephen F. Smith
	
	/s/ Harold L. Hickey
	Harold L. Hickey


 The undersigned, being the sole
Member of the Company, does hereby ratify, confirm and approve the adoption of the Agreement, as amended hereby, as the limited liability company agreement of the Company, and does hereby assume and agree to be bound by and to perform all of the
terms and provisions set forth in the Agreement, as amended hereby, as of 1:02 a.m., Eastern time, on January 1, 2008. 
  

			
	VAUGHAN HOLDING COMPANY, LLC
		
	By:	 	/s/ William L. Boeing
	Name:	 	William L. Boeing
	Title:	 	Vice President, General Counsel and Secretary