Exhibit 10.42

COUNTERPART AGREEMENT

ThisCOUNTERPART AGREEMENT, dated February 4, 2008 (this"Counterpart
Agreement") is delivered pursuant to that certain Second Amended and Restated Credit Agreement, dated as of May 2, 2007 (as it may be amended, supplemented or otherwise
modified, the"Credit Agreement"; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among EXCO RESOURCES, INC., as
Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the LENDERS party thereto,andJPMORGAN CHASE BANK, N.A.(successor by merger to Bank One, N.A. (Illinois)), as Administrative Agent (the"Administrative
Agent").

Section 1.Pursuant to Section 6.13 of the Credit Agreement the undersigned hereby:



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Section 2.The undersigned agrees from time to time, upon request of Administrative Agent, to take such additional actions and to
execute and deliver such additional documents and instruments as Administrative Agent may request to effect the transactions contemplated by, and to carry out the intent of, this Agreement. Neither
this Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence
its consent to or acceptance of this Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to
be given shall be given pursuant to Section 11.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature
page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

THIS
AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
THEREOF.

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IN WITNESS WHEREOF, the undersigned has caused this Counterpart Agreement to be duly executed and delivered by its duly authorized officer
as of the date above first written.

| |  | EXCO SERVICES, INC.
| |  | -------------------
| |  | By:                
| |  |                    
| |  |                    

Address for Notices:



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|ACKNOWLEDGED AND ACCEPTED,
as of the date above first written: |                     |                      
|-------------------------------------------------------------- | ------------------- | ---------------------
|JPMORGAN CHASE BANK, N.A.,as Administrative Agent              |                     |                      
|By:                                                            | /s/WM. MARK CRANMER |                      
|                                                               | Name:               | Wm. Mark Cranmer     
|                                                               | Title:              | Senior Vice President

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