EX-10.1



 Exhibit 10.1 

JPMORGAN CHASE BANK, N.A. 
 December 30,
2016 
 EXCO Resources, Inc. 
 12377 Merit Drive 

Suite 1700 
 Dallas, Texas 75251 

Attention:    Chief Financial Officer 

Re:    Limited Consent 

Ladies and Gentleman: 
 Reference is hereby made to that certain
(i) Amended and Restated Credit Agreement, dated as of July 31, 2013, among EXCO Resources, Inc., a Texas corporation, as the Borrower, certain Subsidiaries of the Borrower, as Guarantors, the lenders from time to time party thereto (the
“Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) (as the same may be amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”) and (ii) letter agreement dated as of September 1, 2016 by and among Borrower, certain Subsidiaries of the Borrower, the Lenders (or at least the requisite percentage
thereof) and the Administrative Agent (the “Fall 2016 Limited Consent”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Credit Agreement. References herein to any Section
shall be to a Section of the Credit Agreement unless otherwise specifically provided. 
 Pursuant to Sections 3.02, 3.03, and 3.04, the
next Scheduled Redetermination of the Borrowing Base was scheduled to occur on or about September 1, 2016 and pursuant to the Fall 2016 Limited Consent, such Scheduled Redetermination of the Borrowing Base was postponed until on or about
November 1, 2016. The Borrower has requested that the Scheduled Redetermination to occur on or about November 1, 2016 be postponed until February 1, 2017. Subject to the terms and conditions described herein, the Administrative Agent
and the Lenders (or at least the required percentage thereof) are willing to postpone the Scheduled Redetermination to occur on or about November 1, 2016 until on or about February 1, 2017 (the “Postponed
Redetermination”). 
 Accordingly, subject to the terms and conditions set forth below, and in reliance on the representations, warranties,
acknowledgments and agreements contained herein, the Administrative Agent and the Lenders (or at least the required percentage thereof) hereby consent and agree to the Postponed Redetermination; provided that, from and after the date hereof
and until the date such Postponed Redetermination becomes effective, (i) the Borrower shall not request that (A) the Lenders make any Loans and/or (B) the Issuing Bank issue, amend, renew or extend any Letter of Credit, if at the time
of and immediately after giving effect to such Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Aggregate Revolving Credit Exposure would exceed $285,000,000, (ii) Borrower and the


  
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other Credit Parties agree that any request made in violation of clause (i) above shall be null and void and Lenders shall not be obligated to make any Loans and the Issuing Bank shall not
be obligated to issue, amend, renew or extend any Letter of Credit pursuant to any such request and (iii) solely for purposes of calculating compliance with the pro forma liquidity conditions in Sections 7.06 and 7.10, Revolving
Commitments shall be deemed to be $285,000,000; provided further, that notwithstanding the foregoing, the Borrower shall be permitted to use the Aggregate Unused Commitments for purposes of calculating the Consolidated Current Ratio for each
of the fiscal quarters ending on September 30, 2016 and December 31, 2016. 
 As consideration for the agreements set forth herein, the Borrower
hereby agrees to pay to JPMorgan Chase Bank, N.A. for the account of each Lender that executes this limited consent before 2:00 p.m. (Dallas, Texas time) on December 29, 2016 (each such Lender a “Consenting Lender”), a consent fee in
an amount equal to the sum of 10 basis points of each Consenting Lender’s Commitment, which consent fee shall be due and payable on the effective date of this limited consent and shall be allocated to the Consenting Lenders based on their
Applicable Percentage on the date hereof. 
 The entire amount of the fees payable hereunder will be fully earned upon becoming due and payable in
accordance with the terms hereof. All fees payable hereunder shall be paid in immediately available funds and shall be in addition to reimbursement of our out-of-pocket expenses and any other fees specified in the Credit Agreement and the other Loan
Documents. The Borrower agrees that, once paid, the fees or any part thereof payable hereunder shall not be refundable under any circumstances. The Borrower agrees that JPMorgan Chase Bank, N.A. may share the fees payable hereunder with the other
Lenders as set forth above. 
 By its signature below, each Credit Party agrees that, except as expressly set forth above, nothing herein shall be construed
as (a) a consent or agreement to, a waiver or continuing waiver of or a modification of any of the provisions of the Credit Agreement or any other Loan Documents, including Sections 3.02, 3.03 or 3.04, or (b) a waiver
of any Default or Event of Default now existing or hereafter arising under the Credit Agreement or any other Loan Document. The consent set forth herein is expressly limited as follows: (x) such consent is limited solely to the postponement of
the Scheduled Redetermination, and (y) such consent is a limited one-time consent, and nothing contained herein shall obligate the Lenders to grant any additional or future consent, or to grant (i) any waiver of Sections 3.02,
3.03 or 3.04 or any other provision of the Credit Agreement or any other Loan Document or (ii) any waiver of any Default or Event of Default now existing or hereafter arising under the Credit Agreement or any other Loan Document.

 By its signature below, each Credit Party hereby (a) acknowledges and agrees that the Credit Agreement and the other Loan Documents are hereby
ratified and confirmed in all respects and shall remain in full force and effect; (b) ratifies and reaffirms its obligations under, and acknowledges, renews and extends its continued liability under, the Credit Agreement and each other Loan
Document to which it is a party; (c) ratifies and reaffirms all of the Liens securing the payment and performance of the Obligations; (d) represents and warrants to the Administrative Agent and the Lenders that, as of the date hereof,
(i) all of the representations and warranties 

  
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contained in the Credit Agreement and each Loan Document to which it is a party are true and correct in all material respects, except to the extent any such representations and warranties are
expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) no Default or Event of Default has occurred and
is continuing and (e) acknowledges and agrees that this letter agreement shall constitute a Loan Document for all purposes and in all respects. 
 This
limited consent shall become effective as of the date first written above when and only when the Administrative Agent shall have received duly executed counterparts of this limited consent signed by each Credit Party and the Lenders (or at least the
required percentage thereof). 
 This limited consent shall be governed by, and construed and interpreted in accordance with, the laws of the State of New
York. This limited consent may be executed in counterparts with each counterpart constituting an original and all of the counterparts, once executed, constituting but one original. Delivery of an executed counterpart by facsimile or other electronic
means shall be effective as delivery of an original executed counterpart. 
 [Signature Pages Follow] 

  
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 If the foregoing is acceptable to you, please execute a copy of this limited consent in the spaces provided below
to evidence your acceptance and approval of the foregoing and return a fully-executed counterpart of this limited consent to the attention of the undersigned. 

 

			
	Very truly yours,
	
	 JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and a Lender

		
	By:	 	 /s/ David Morris

	Name: David Morris
	Title:   Authorized Officer
	
	 JP MORGAN CHASE BANK, N.A.,

as Sole Bookrunner and Co-Lead Arranger

		
	By:	 	 /s/ David Morris

	Name: David Morris
	Title:   Authorized Officer



  
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	BANK OF AMERICA, N.A.
	as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



  
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	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	 /s/ Bryan McDavid

	Name: Bryan McDavid
	Title: Director



  
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	BMO HARRIS BANK N.A.,
	as a Lender
		
	By:	 	 /s/ James V. Ducote

	Name: James V. Ducote
	Title: Managing Director



  
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	UBS AG, STAMFORD BRANCH,
	as a Lender
		
	By:	 	 /s/ Houssem Daly

	Name: Houssem Daly
	Title: Associate Director
		
	By:	 	 /s/ Kenneth Chin

	Name: Kenneth Chin
	Title: Director



  
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	CREDIT SUISSE AG, Cayman Islands Branch,
	as a Lender
		
	By:	 	 /s/ Didier Siffer

	Name: Didier Siffer
	Title: Authorized Signatory
		
	By:	 	 /s/ Julia Bykhovskaia

	Name: Julia Bykhovskaia
	Title: Authorized Signatory



  
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	NATIXIS, NEW YORK BRANCH
	as a Lender
		
	By:	 	 /s/ Brice Le Foyer

	Name: Brice Le Foyer
	Title: Director
		
	By:	 	 /s/ Vikram Nath

	Name: Vikram Nath
	Title: Vice President



  
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	 DEUTSCHE BANK AG NEW YORK

BRANCH,

	as a Lender
		
	By:	 	 /s/ Dusan Lazarov

	Name: Dusan Lazarov
	Title: Director
		
	By:	 	 /s/ Marcus Tarkington

	Name: Marcus Tarkington
	Title: Director



  
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	GOLDMAN SACHS BANK USA,
	as a Lender
		
	By:	 	 /s/ Shital Bhatt

	Name: Shital Bhatt
	Title: Authorized Signatory



  
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	CAPITAL ONE, NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	 /s/ Laurel Varney

	Name: Laurel Varney
	Title: Vice President



  
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	CIT FINANCE LLC, as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



  
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	ING CAPITAL LLC, as a Lender
		
	By:	 	 /s/ Juli Bieser

	Name: Juli Bieser
	Title: Managing Director
		
	By:	 	 /s/ Scott Lamoreaux

	Name: Scott Lamoreaux
	Title: Director



  
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	ACCEPTED AND AGREED TO:
	
	BORROWER:
	EXCO RESOURCES, INC.
		
	By:	 	 /s/ Tyler Farquharson

	Name: Tyler Farquharson
	Title: Vice President, acting Chief Financial Officer and Treasurer
	
	 GUARANTORS:

EXCO HOLDING (PA), INC.
 EXCO PRODUCTION COMPANY (PA),
LLC
 EXCO PRODUCTION COMPANY (WV), LLC
 EXCO
RESOURCES (XA), LLC
 EXCO SERVICES, INC.
 EXCO
MIDCONTINENT MLP, LLC
 EXCO PARTNERS GP, LLC

EXCO PARTNERS OLP GP, LLC
 EXCO HOLDING MLP,
INC.
 EXCO LAND COMPANY, LLC











		
	By:	 	 /s/ Tyler Farquharson

	Name: Tyler Farquharson
	Title: Vice President, acting Chief Financial Officer and Treasurer
	
	EXCO OPERATING COMPANY, LP
		
	By:	 	EXCO Partners OLP GP, LLC,
		 	its general partner
		
	By:	 	 /s/ Tyler Farquharson

	Name: Tyler Farquharson
	Title: Vice President, acting Chief Financial Officer and Treasurer
	
	EXCO GP PARTNERS OLD, LP
		
	By:	 	EXCO Partners GP, LLC,
		 	its general partner
		
	By:	 	 /s/ Tyler Farquharson

	Name: Tyler Farquharson
	Title: Vice President, acting Chief Financial Officer and Treasurer



  
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	RAIDER MARKETING, LP
		
	By:	 	Raider Marketing GP, LLC,
		 	its general partner
		
	By:	 	 /s/ Steven L. Estes

	Name:	 	Steven L. Estes
	Title:	 	President
	
	RAIDER MARKETING GP, LLC
		
	By:	 	 /s/ Steven L. Estes

	Name:	 	Steven L. Estes
	Title:	 	President



  
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