EX-10.4



 Exhibit 10.4 

EXECUTION VERSION 

SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 

THIS SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to as the “Amendment”) is dated as of
October 19, 2015 (the “Sixth Amendment Effective Date”), by and among EXCO RESOURCES, INC. (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors (the “Guarantors”), the LENDERS party
hereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (“Administrative Agent”). Unless the context otherwise requires or unless otherwise expressly defined herein, capitalized terms used but
not defined in this Amendment have the meanings assigned to such terms in the Credit Agreement as amended herein (as defined below). 

WITNESSETH: 

WHEREAS, Borrower, the Guarantors, Administrative Agent and the Lenders have entered into that certain Amended and Restated Credit
Agreement dated as of July 31, 2013 (as the same has been amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Agreement” and as further amended
by this Amendment, the “Credit Agreement”); 
 WHEREAS, Borrower has requested that Administrative Agent and the
Lenders enter into this Amendment to amend certain terms of the Existing Agreement as set forth herein; and 
 WHEREAS,
Administrative Agent, the Lenders, Borrower and the Guarantors desire to amend the Existing Agreement as provided herein upon the terms and conditions set forth herein. 

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, Borrower, the Guarantors, Administrative Agent and the Lenders hereby agree as follows: 

SECTION 1. Amendments to Credit Agreement. Subject to the satisfaction or waiver in writing of each condition precedent set forth in
Section 3 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Amendment, the Credit Agreement shall be amended effective as of the Sixth Amendment Effective Date in the manner provided
in this Section 1. 
 1.1 Additional Definitions. The following definitions shall be and they hereby are added to
Section 1.01 of the Credit Agreement in alphabetical order: 
 “Sixth Amendment Effective
Date” means October 19, 2015. 
 1.2 Amended Definitions. The following definitions in Section 1.01 of
the Credit Agreement shall be and they hereby are amended and restated in their entirety to read follows: 

“Material Domestic Subsidiary” means any Domestic Subsidiary of the Borrower that owns or holds, directly
or indirectly, assets, properties or interests (including Oil and Gas Interests, whether owned directly or indirectly) with an 

  
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aggregate fair market value, on a consolidated basis, greater than five percent (5%) of the aggregate fair market value of all of the assets, properties and interests (including Oil and Gas
Interests, whether owned directly or indirectly) of the Borrower and the Restricted Subsidiaries, on a consolidated basis; provided that if the aggregate fair market value of all of the assets, properties and interests (including Oil and Gas
Properties, whether owned directly or indirectly) of all Domestic Subsidiaries that would not constitute Material Domestic Subsidiaries exceeds 5% of the aggregate fair market value of all of the assets, properties and interests (including Oil and
Gas Properties, whether owned directly or indirectly) of the Borrower and the Restricted Subsidiaries, on a consolidated basis, then one or more of such excluded Domestic Subsidiaries shall for all purposes of this Agreement be deemed to be Material
Domestic Subsidiaries in descending order based on the aggregate fair market value of their assets, properties or interests (including Oil and Gas Properties, whether owned directly or indirectly) until such excess has been eliminated. 

“Permitted Refinancing” means any Indebtedness of any Credit Party and Indebtedness constituting Guarantees
thereof by any Credit Party, incurred or issued in exchange for, or the Net Cash Proceeds of which are used to extend, refinance, renew, replace, defease or refund (a) any Existing Senior Notes, in whole or in part, from time to time, including
the refinancing or replacement of such Existing Senior Notes with the Net Cash Proceeds of Second Lien Debt or Third Lien Debt; provided that (i) the principal amount of such Permitted Refinancing (or if such Permitted Refinancing is
issued at a discount, the initial issuance price of such Permitted Refinancing) does not result in the principal amount of such Indebtedness exceeding the amount permitted under Section 7.01(h) (plus the amount of any premiums, accrued
and unpaid interest, fees and expenses incurred in connection therewith), (ii) such Permitted Refinancing does not provide for any scheduled repayment, mandatory redemption (including any required offer to redeem) or payment of a sinking fund
obligation prior to a date that is at least one year after the Revolving Maturity Date (except for any mandatory redemption or offer to redeem such Indebtedness, in each case, required as a result of asset sales or the occurrence of a “Change
of Control” under and as defined in the applicable Indenture, Second Lien Debt Documents and/or Third Lien Debt Documents), (iii) the non-default cash interest rate on the outstanding principal balance of such Permitted Refinancing does
not exceed the prevailing market rate then in effect for similarly situated credits at the time such Permitted Refinancing is incurred, (iv) no Subsidiary of the Borrower is required to Guarantee such Permitted Refinancing unless such
Subsidiary is (or concurrently with any such Guarantee becomes) a Guarantor hereunder, and (v) to the extent such Permitted Refinancing is or is intended to be expressly subordinate to the payment in full of all of the Obligations, the
subordination provisions contained therein are either (x) at least as favorable to the Secured Parties as the subordination provisions contained in the Senior Notes being refinanced or (y) reasonably satisfactory to the Administrative
Agent and the Majority Lenders and (b) any Second Lien Debt and/or any Third Lien Debt, in whole or in part, from time to time; provided that (i) the principal amount of such 

  
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Permitted Refinancing (or if such Permitted Refinancing is issued at a discount, the discounted principal amount of such Permitted Refinancing) does not result in the principal amount of such
Indebtedness exceeding the amount permitted under Section 7.01(h) (plus the amount of any premiums, accrued and unpaid interest, fees and expenses incurred in connection therewith), (ii) such Permitted Refinancing does not provide
for any scheduled principal repayment, mandatory redemption or payment of a sinking fund obligation prior to a date that is at least one hundred eighty (180) days after the Revolving Maturity Date, and (ii) the non-default cash interest
rate on the outstanding principal balance of such Permitted Refinancing does not exceed the prevailing market rate then in effect for similarly situated credits at the time such Permitted Refinancing is incurred. 

“Revolving Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make
Revolving Loans and to acquire participations in Letters of Credit hereunder in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01, or in the Assignment and
Assumption or Lender Certificate pursuant to which such Lender shall have assumed or agreed to provide its Revolving Commitment, as applicable, as such commitment may be (a) reduced from time to time pursuant to Section 2.02,
(b) increased from time to time as a result of such Lender delivering a Lender Certificate pursuant to Section 2.03(a), and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to
Section 11.04; provided that any Lender’s Revolving Commitment shall not at any time exceed such Lender’s Applicable Percentage of the Borrowing Base then in effect. The initial amount of each Lender’s Revolving Commitment is set
forth on the Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable. After giving effect to the incurrence of Indebtedness permitted under clause (ii) of
Section 7.01(h) on the Sixth Amendment Effective Date, the aggregate amount of the Lenders’ Revolving Commitments shall be automatically reduced to $375,000,000. Notwithstanding the foregoing, it is the intention of the Borrower and the
Lenders, and the Borrower and the Lenders agree and acknowledge, that any reduction in the Revolving Commitments as a result of the incurrence of Second Lien Debt or Third Lien Debt permitted by clause (ii) or (iii) of Section 7.01(h)
shall not result in, or be construed as, a permanent reduction in the borrowing capacity of the Borrower and its Restricted Subsidiaries; provided that, any increases in the borrowing capacity of the Borrower and its Restricted Subsidiaries
hereunder shall be subject to the terms and conditions in this Agreement (including Section 2.03, Article III and Section 11.02(b)(i)-(ii)). 

“Second Lien Debt” means Indebtedness for borrowed money and secured by Liens on substantially the same
Collateral securing the Obligations but expressly subordinate (such subordination shall be on terms and conditions reasonably satisfactory to the Administrative Agent and the Majority Lenders) to the Liens securing the Obligations; provided
that (a) the non-default interest rate on the outstanding principal balance of such Indebtedness does not exceed the 

  
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prevailing market rate then in effect for similarly situated credits at the time such Indebtedness is incurred, (b) the final stated maturity date of such Indebtedness is not earlier than
one hundred eighty (180) days after the Revolving Maturity Date (as in effect on the date of issuance of such Indebtedness), (c) such Indebtedness does not provide for any scheduled principal repayment, mandatory redemption or payment of a
sinking fund obligation prior to a date that is at least one hundred eighty (180) days after the Revolving Maturity Date (except for any mandatory redemption or offer to redeem such Indebtedness, in each case, required as a result of asset
sales or the occurrence of a “Change of Control” under and as defined in the applicable Second Lien Debt Documents, including any Indenture) and (d) no Subsidiary of the Borrower is required to Guarantee such Indebtedness unless such
Subsidiary is (or concurrently with any such Guarantee becomes) a Guarantor hereunder. 
 “Third Lien
Debt” means Indebtedness for borrowed money and secured by Liens on substantially the same Collateral securing the Obligations but expressly subordinate (such subordination shall be on terms and conditions reasonably satisfactory to the
Administrative Agent and the Majority Lenders) to the Liens securing the Obligations and the Second Lien Debt; provided that (a) the non-default interest rate on the outstanding principal balance of such Indebtedness does not exceed the
prevailing market rate then in effect for similarly situated credits at the time such Indebtedness is incurred, (b) the final stated maturity date of such Indebtedness is not earlier than one hundred eighty (180) days after the Revolving
Maturity Date (as in effect on the date of issuance of such Indebtedness), (c) such Indebtedness does not provide for any scheduled principal repayment, mandatory redemption or payment of a sinking fund obligation prior to a date that is at
least one hundred eighty (180) days after the Revolving Maturity Date (except for any mandatory redemption or offer to redeem such Indebtedness, in each case, required as a result of asset sales or the occurrence of a “Change of
Control” under and as defined in the applicable Third Lien Debt Documents, including any Indenture) and (d) no Subsidiary of the Borrower is required to Guarantee such Indebtedness unless such Subsidiary is (or concurrently with any such
Guarantee becomes) a Guarantor hereunder. 
 “Unrestricted Subsidiary” means (a) any Subsidiary
that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Borrower in the manner provided below, (b) any Subsidiary of an Unrestricted Subsidiary, (c) EBG Acquisition and any of its
Subsidiaries, (d) Bonchasse Land Company, LLC, a Louisiana limited liability company and any of its Subsidiaries, (e) the Marcellus JV Operator and any of its Subsidiaries, (f) the Marcellus Midstream Owner and any of its Subsidiaries
and (g) PCMWL, LLC, Moran Minerals, LLC and Moran Land Company, LLC. The Board of Directors of the Borrower may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such
Subsidiary or any of its Subsidiaries at the time of such designation or at any time thereafter (i) is a Material Domestic Subsidiary, or owns, directly or indirectly, a Material Domestic Subsidiary, (ii) owns Oil and Gas Interests
included in the Borrowing 

  
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Base Properties or owns, directly or indirectly, a Subsidiary that owns Oil and Gas Interests included in the Borrowing Base Properties or (iii) guarantees, or is a primary obligor of, any
indebtedness, liabilities or other obligations under any Senior Notes, Second Lien Debt or Third Lien Debt (or any Permitted Refinancing thereof) or owns, directly or indirectly, a Subsidiary that provides such a guarantee, or is such a primary
obligor. 
 1.3 Letter of Credit Sublimit. Section 2.07(b) of the Credit Agreement shall be and it hereby is amended
by replacing “$80,000,000” with “40,000,000”. 
 1.4 Mandatory
Borrowing Base Reductions. Section 3.06 of the Credit Agreement shall be and it hereby is amended by (i) replacing “362,500,000” in clause (a) thereof with
“375,000,000” and (ii) amending and restating clause (b) thereof in its entirety to read as follows: 

(b) Reduction of Borrowing Base Upon Issuance of Senior Notes, Second Lien Debt or Third Lien Debt. Unless otherwise
waived in writing by the Required Revolving Lenders, upon the issuance of any Senior Notes, Second Lien Debt or Third Lien Debt by any Credit Party in accordance with Section 7.01(h) (other than any Permitted Refinancing that extends,
refinances, renews, replaces, defeases or refunds such Senior Notes), the Borrowing Base then in effect shall automatically be reduced (i) at any time prior to the Asset Sale Termination Date, by the Net Cash Proceeds received by any Credit
Party from the issuance of such Senior Notes, and (ii) at all other times, shall automatically be reduced by (A) with respect to the issuance of any Senior Notes, by the lesser of (1) $250 for each $1,000 in stated principal amount of
such Senior Notes on the date such Senior Notes are issued or (2) by such other amount, if any, determined by the Required Revolving Lenders in their sole discretion prior to the issuance of such Senior Notes and (B) with respect to the
issuance of any Second Lien Debt or Third Lien Debt (1) as of the Sixth Amendment Effective Date, to $375,000,000 and (2) thereafter (only to the extent the aggregate amount of Second Lien Debt and Third Lien Debt after giving effect to
such issuance exceeds $900,000,000), by the amount, if any, by which the sum of (a) the aggregate outstanding principal amount of all Second Lien Debt and/or Third Lien Debt after giving effect to such issuance, plus (b) the lesser
of (x) the Borrowing Base and (y) the aggregate Revolving Commitment, each as in effect immediately prior to such issuance, exceeds $1,200,000,000, and the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon
the date of such issuance, effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank and the Lenders until the next redetermination or adjustment of the Borrowing Base pursuant to this Agreement. Upon any such
redetermination, the Administrative Agent shall promptly deliver a New Borrowing Base Notice to the Borrower and the Lenders. Notwithstanding the foregoing, it is the intention of the Borrower and the Lenders, and the Borrower and the Lenders agree
and acknowledge, that any reduction in the Borrowing Base as a result of the incurrence of Second Lien Debt or Third Lien Debt permitted by clause (ii) or (iii) of Section 7.01(h) shall not result in, or be construed as, a permanent
reduction in the borrowing capacity 

  
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of the Borrower and its Restricted Subsidiaries; provided that, any increases in the borrowing capacity of the Borrower and its Restricted Subsidiaries hereunder shall be subject to the
terms and conditions in this Agreement (including Section 2.03, Article III and Section 11.02(b)(i)-(ii)). 
 1.5 Events of
Default. Clause (n) of Article IX of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows: 

(n) a Change of Control or a “Change of Control” (or similar term) as such term is defined in any Second Lien Debt
Document or Third Lien Debt Document shall occur; 
 1.6 Amendments to Schedules. Schedules 2.01 and 4.13 to the
Credit Agreement shall be and they hereby are amended and restated in their respective entireties with Schedules 2.01 and 4.13 attached to this Amendment. 

SECTION 2. Redetermined Borrowing Base. This Amendment shall constitute notice of the Redetermination of the Borrowing Base pursuant to
Section 3.06(b) of the Credit Agreement, and the Administrative Agent, the Lenders, Borrower and the Guarantors hereby acknowledge that effective as of the Sixth Amendment Effective Date, the Borrowing Base is $375,000,000, and such
redetermined Borrowing Base shall remain in effect until the earlier of (i) the Scheduled Redetermination to occur on or about March 1, 2016 pursuant to Section 3.02, Section 3.03 and Section 3.04 of the
Credit Agreement and (ii) the date such Borrowing Base is otherwise adjusted pursuant to the terms of the Credit Agreement.  

SECTION 3. Conditions Precedent. The amendments to the Credit Agreement contained in Section 1 of this Amendment, and the redetermined
Borrowing Base in Section 2 of this Amendment, in each case, shall be effective upon the satisfaction of each of the conditions set forth in this Section 3. 

3.1 Execution and Delivery. Each Credit Party, the Lenders (or at least the required percentage thereof) and Administrative Agent shall
have executed and delivered this Amendment. Each Credit Party and the Administrative Agent shall have executed and delivered a Security Agreement in form and substance satisfactory to the Administrative Agent in its sole discretion. 

3.2 No Default. No Default or Event of Default shall have occurred and be continuing or shall result after giving effect to this
Amendment. 
 3.3 Other Documents. Administrative Agent shall have received such other instruments and documents incidental
and appropriate to the transactions provided for herein as Administrative Agent or its special counsel may reasonably request, and all such documents shall be in form and substance satisfactory to Administrative Agent. 

SECTION 4. Post-Closing Covenant; Additional Mortgages. Within thirty (30) days after the Sixth Amendment Effective Date (or such
later date as Administrative Agent may agree in its sole discretion), the Administrative Agent shall have received Mortgages, duly executed by the Loan Parties, creating first-priority Liens on additional Oil and Gas Interests not already subject
 

  
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to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties subject to Liens of the Security Instruments will be identical to the Oil and Gas Interests
subject to (or intended to be subject to) Liens granted under any Second Lien Debt Documents. 
 SECTION 5. Representations and Warranties of
Borrower. To induce the Lenders to enter into this Amendment, each Credit Party hereby represents and warrants to the Lenders as follows: 

5.1 Reaffirmation of Representations and Warranties/Further Assurances. After giving effect to the amendments herein, each
representation and warranty of such Credit Party contained in the Credit Agreement or in any other Loan Document is true and correct in all material respects on the date hereof (except to the extent such representations and warranties relate solely
to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date and any representation or warranty which is qualified by reference to “materiality” or
“Material Adverse Effect” is true and correct in all respects), but to the extent such qualified representations and warranties relate solely to an earlier date, such qualified representations and warranties shall have been true and
correct as of such date. 
 5.2 Corporate Authority; No Conflicts. The execution, delivery and performance by such Credit
Party of this Amendment and all documents, instruments and agreements contemplated herein are within such Credit Party’s corporate or other organizational powers, have been duly authorized by all necessary action, require no action by or in
respect of, or filing with, any Governmental Authority (except the filing of this Amendment and related documents by the Borrower, with, and other required disclosures required by, the Securities and Exchange Act of 1934, as amended) and do not
violate or constitute a default under any provision of any applicable law or other agreements binding upon such Credit Party or result in the creation or imposition of any Lien upon any of the assets of such Credit Party except for Liens permitted
under Section 7.02 of the Credit Agreement. 
 5.3 Enforceability. This Amendment has been duly executed and
delivered by each Credit Party and constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws
affecting creditor’s rights generally, and (ii) the availability of equitable remedies may be limited by equitable principles of general application. 

5.4 No Default. As of the date of this Amendment, both before and immediately after giving effect to this Amendment, no Default or
Event of Default has occurred and is continuing. 
 SECTION 6. Miscellaneous. 

6.1 Reaffirmation of Loan Documents and Liens. Except as amended and modified hereby, any and all of the terms and provisions of the
Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby in all respects ratified and confirmed by each Credit Party. Each Credit Party hereby agrees that the amendments and 


  
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modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of any Credit Party under the Credit Agreement and the other Loan Documents or the Liens
securing the payment and performance thereof. 
 6.2 Parties in Interest. All of the terms and provisions of this Amendment shall
bind and inure to the benefit of the parties hereto and their respective successors and assigns. 
 6.3 Legal Expenses. Each
Credit Party hereby agrees to pay all reasonable fees and expenses of special counsel to Administrative Agent incurred by Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and all related
documents. 
 6.4 Counterparts. This Amendment may be executed in one or more counterparts and by different parties hereto in
separate counterparts each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts
and attached to a single counterpart so that all signature pages are physically attached to the same document. Delivery of photocopies of the signature pages to this Amendment by facsimile or electronic mail shall be effective as delivery of
manually executed counterparts of this Amendment. 
 6.5 Complete Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE
OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 

6.6 Headings. The headings, captions and arrangements used in this Amendment are, unless specified otherwise, for convenience only and
shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof. 
 6.7
Severability. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the
validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 

6.8 Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of New York. 

6.9 Reference to and Effect on the Loan Documents. 

(a) This Amendment shall be deemed to constitute a Loan Document for all purposes and in all respects. Each reference in the
Existing Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference in the Existing Agreement or in any other Loan Document, or other agreements, documents or
other instruments executed and delivered pursuant to the Existing Agreement to the “Credit Agreement”, shall mean and be a reference to the Credit Agreement as amended by this Amendment. 

  
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 (b) The execution, delivery and effectiveness of this Amendment shall not operate
as a waiver of any right, power or remedy of any Lender or Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. 

[SIGNATURE PAGES FOLLOW] 

  
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 IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the
date first above written. 
  

					
	BORROWER:
	
	EXCO RESOURCES, INC.
		
	By:	 	  /s/ Richard A. Burnett

	Name:	 	    Richard A. Burnett
	Title:	 	Vice President and Chief Financial Officer
	
	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/ Richard A. Burnett

	Name:	 	    Richard A. Burnett
	Title:	 	Vice President and Chief Financial Officer
	
	EXCO OPERATING COMPANY, LP
		
	By:	 	EXCO Partners OLP GP, LLC,
		 	its general partner
			
		 	By:	 	  /s/ Richard A. Burnett

		 	Name:	 	    Richard A. Burnett
		 	Title:	 	Vice President and Chief Financial Officer
	
	EXCO GP PARTNERS OLD, LP
		
	By:	 	EXCO Partners GP, LLC,
		 	its general partner
			
		 	By:	 	 /s/ Richard A. Burnett

		 	Name:	 	    Richard A. Burnett
		 	Title:	 	Vice President and Chief Financial Officer



  
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	 JPMORGAN CHASE BANK, N.A., as a Lender

and as Administrative Agent and Issuing Bank

		
	By:	 	  /s/ David M. Morris

	Name:	 	    David M. Morris
	Title:	 	Authorized Officer



  
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Amended and Restated Credit Agreement 








 
			
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	  /s/ Ronald E. McKaig

	Name:	 	    Ronald E. McKaig
	Title:	 	Managing Director



  
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	 WELLS FARGO BANK, NATIONAL

ASSOCIATION, as a Lender

		
	By:	 	  /s/ Edward Markham

	Name:	 	    Edward Markham
	Title:	 	Vice President



  
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	BMO HARRIS BANK N.A., as a Lender
		
	By:	 	  /s/ Kevin Utsey

	Name:	 	    Kevin Utsey
	Title:	 	Director



  
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Amended and Restated Credit Agreement 








 
			
	UBS AG, STAMFORD BRANCH,
	as a Lender
		
	By:	 	  /s/ Darlene Arias

	Name:	 	    Darlene Arias
	Title:	 	Director
		
	By:	 	  /s/ Craig Pearson

	Name:	 	    Craig Pearson
	Title:	 	Associate Director



  
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Amended and Restated Credit Agreement 








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

	Name:	 	    Didier Siffer
	Title:	 	Authorized Signatory
		
	By:	 	  /s/ Megan Kane

	Name:	 	    Megan Kane
	Title:	 	Authorized Signatory



  
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	NATIXIS, as a Lender
		
	By:	 	  /s/ Stuart Murray

	Name:	 	    Stuart Murray
	Title:	 	Managing Director
		
	By:	 	  /s/ Vikram Nath

	Name:	 	    Vikram Nath
	Title:	 	Vice President



  
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Amended and Restated Credit Agreement 








 
			
	 DEUTSCHE BANK AG NEW YORK

BRANCH, as a Lender

		
	By:	 	  /s/ Peter Cucchiara

	Name:	 	    Peter Cucchiara
	Title:	 	Vice President
		
	By:	 	   /s/ Michael Winters

	Name:	 	    Michael Winters
	Title:	 	Vice President



  
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Amended and Restated Credit Agreement 








 
			
	GOLDMAN SACHS BANK USA, as a Lender
		
	By:	 	  /s/ Michelle Latzoni

	Name:	 	    Michelle Latzoni
	Title:	 	Authorized Signatory



  
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Amended and Restated Credit Agreement 








 
			
	 CAPITAL ONE, NATIONAL ASSOCIATION,

as a Lender

		
	By:	 	  /s/ Victor Ponce de León

	Name:	 	    Victor Ponce de León
	Title:	 	Senior Vice President



  
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Amended and Restated Credit Agreement 








 
			
	CIT FINANCE LLC, as a Lender
		
	By:	 	  /s/ John Feeley

	Name:	 	    John Feeley
	Title:	 	Director



  
 Signature Page to Sixth Amendment to
Amended and Restated Credit Agreement 








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

	Name:	 	    Juli Bieser
	Title:	 	Managing Director
		
	By:	 	  /s/ Josh Strong

	Name:	 	    Josh Strong
	Title:	 	Director



  
 Signature Page to Sixth Amendment to
Amended and Restated Credit Agreement 








 SCHEDULE 2.01 

APPLICABLE PERCENTAGES 

AND COMMITMENTS 
  

																			
	 Lender
	 	Title	 	Revolving
Commitment1	 	 	Term Loan
Commitment	 	 	Total
Commitments	 	 	Applicable Percentage	 
	 JPMorgan Chase Bank, N.A.
	 	Administrative Agent	 	$	50,260,416.66	  	 	$	0.00	  	 	$	50,260,416.66	  	 	 	13.40277777750	% 
	 Wells Fargo Bank, N.A.
	 	Co-Syndication Agent	 	$	46,975,160.26	  	 	$	0.00	  	 	$	46,975,160.26	  	 	 	12.52670940250	% 
	 Bank of America, N.A.
	 	Co-Syndication Agent	 	$	46,975,160.26	  	 	$	0.00	  	 	$	46,975,160.26	  	 	 	12.52670940250	% 
	 BMO Harris Bank, N.A.
	 	Documentation Agent	 	$	46,975,160.26	  	 	$	0.00	  	 	$	46,975,160.26	  	 	 	12.52670940250	% 
	 Credit Suisse AG, Cayman Islands Branch
	 		 	$	31,730,769.23	  	 	$	0.00	  	 	$	31,730,769.23	  	 	 	8.46153846125	% 
	 ING Capital LLC
	 		 	$	31,730,769.23	  	 	$	0.00	  	 	$	31,730,769.23	  	 	 	8.46153846125	% 
	 UBS AG, Stamford Branch
	 		 	$	31,730,769.23	  	 	$	0.00	  	 	$	31,730,769.23	  	 	 	8.46153846125	% 
	 Natixis
	 		 	$	31,730,769.23	  	 	$	0.00	  	 	$	31,730,769.23	  	 	 	8.46153846125	% 
	 Capital One, National Association
	 		 	$	14,423,076.92	  	 	$	0.00	  	 	$	14,423,076.92	  	 	 	3.84615384625	% 
	 CIT Finance LLC
	 		 	$	14,423,076.92	  	 	$	0.00	  	 	$	14,423,076.92	  	 	 	3.84615384625	% 
	 Deutsche Bank AG New York Branch
	 		 	$	14,022,435.90	  	 	$	0.00	  	 	$	14,022,435.90	  	 	 	3.73931623875	% 
	 Goldman Sachs Bank USA
	 		 	$	14,022,435.90	  	 	$	0.00	  	 	$	14,022,435.90	  	 	 	3.73931623875	% 
	 TOTAL
	 		 	$	375,000,000.00	  	 	$	0.00	  	 	$	375,000,000.00	  	 	 	100.00000000000	% 

  

	1 	As of the Sixth Amendment Effective Date 


  
 Schedule 2.01 to Amended and Restated
Credit Agreement 








 SCHEDULE 4.13 

CAPITALIZATION AND CREDIT PARTY INFORMATION 

Unrestricted Subsidiaries: 
 Bonchasse Land
Company, LLC 
 PCMWL, LLC 
 EBG Resources, LLC 

EXCO Appalachia Midstream, LLC 
 Moran Minerals, L.L.C. 

Moran Land Company, LLC 
 EXCO Resources (PA), LLC 

Borrower: 
 EXCO Resources, Inc., a Texas
corporation, EIN 74-1492779, Org. ID 800906215 
 Restricted Subsidiaries: 

EXCO Services, Inc., a Delaware corporation, EIN 26-1432747, Org. ID 4458832 
  

	 	•	 	100% of the outstanding shares owned by EXCO Resources, Inc. 

 EXCO Partners GP, LLC, a Delaware limited
liability company, EIN 16-1771258, Org. ID 4214964 
  

	 	•	 	100% of the outstanding membership interests owned by EXCO Resources, Inc. 

 EXCO GP Partners Old, LP, a
Delaware limited partnership, EIN 16-1771262, Org. ID 4214970 
  

	 	•	 	Sole general partner - EXCO Partners GP, LLC 

  

	 	•	 	Sole limited partner – EXCO Resources, Inc. 

 EXCO Partners OLP GP, LLC, a Delaware limited liability
company, EIN 16-1771252, Org. ID 4214972 
  

	 	•	 	100% of the outstanding membership interests owned by EXCO GP Partners Old, LP 

 EXCO Operating Company, LP, a
Delaware limited partnership, EIN 16-1771261, Org. ID 4214973 
  

	 	•	 	Sole general partner - EXCO Partners OLP GP, LLC 

  

	 	•	 	Sole limited partner - EXCO GP Partners Old, LP 

 EXCO Mid-Continent MLP, LLC, a Delaware limited liability
company, EIN 26-3950557, Org. ID 4463540 
  

	 	•	 	100% of the outstanding membership interests owned by EXCO Resources, Inc. 

 EXCO Production Company (PA), LLC,
a Delaware limited liability company, EIN 34-1594000; Org. ID 4830044 
  

	 	•	 	100% of the outstanding membership interests owned by EXCO Holding (PA), Inc. 

 EXCO Production Company (WV),
LLC, a Delaware limited liability company, EIN 94-1710907, Org. ID 4830043 
  

	 	•	 	100% of the outstanding membership interests owned by EXCO Holding (PA), Inc. 

 EXCO Resources (XA), LLC, a
Delaware limited liability company, EIN 27-3177775; Org. ID 4830052 
  

	 	•	 	100% of the outstanding membership interests owned by EXCO Holding (PA), Inc. 

 EXCO Holding (PA), Inc., a
Delaware corporation, EIN 27-2481745; Org. ID 4815249 

  
 Schedule 4.13 to Amended and Restated
Credit Agreement 









	 	•	 	100% of the outstanding shares owned by EXCO Resources, Inc. 

 EXCO Holding MLP, Inc., a Texas corporation, EIN
46-1571972, Org. ID 801699023 
  

	 	•	 	100% of the outstanding shares owned by EXCO Resources, Inc. 

 EXCO Land Company, LLC, a Delaware limited
liability company, EIN 46-4259981, Org. ID 5443770 
  

	 	•	 	100% of outstanding membership interests owned by EXCO Operating Company, LP 


  
 Schedule 4.13 to Amended and Restated
Credit Agreement