EX-10.2



 Exhibit 10.2 

PRIORITY CONFIRMATION JOINDER 

Reference is made to the Intercreditor Agreement, dated as of October 26, 2015 (as amended, supplemented, amended and restated or
otherwise modified and in effect from time to time, the “Intercreditor Agreement”) between JPMORGAN CHASE BANK, N.A., as Priority Lien Agent for the Priority Lien Secured Parties (as defined therein), and WILMINGTON TRUST,
NATIONAL ASSOCIATION, as Second Lien Collateral Agent for the Second Lien Secured Parties (as defined therein). 
 Capitalized
terms used but not otherwise defined herein shall have the meaning set forth in the Intercreditor Agreement. This Priority Confirmation Joinder is being executed and delivered pursuant to Section 4.04 (b) (and in furtherance of
Section 4.04(e)) of the Intercreditor Agreement in connection with the designation by the Company of the debt for which the undersigned is acting as representative as Additional Second Lien Obligations which debt is entitled to the
rights and obligations of being Additional Second Lien Obligations under the Intercreditor Agreement. 
 1. Joinder. The undersigned,
Wilmington Trust, National Association (the “New Representative”), as collateral agent under the Term Loan Credit Agreement, dated as of October 19, 2015, among the Company, the Grantors party thereto from time to time, the
Lenders (as defined therein) party thereto from time to time, the Second Lien Collateral Agent and the New Representative, as administrative agent, hereby: 

(a) represents that the New Representative has been authorized to become a party to the Intercreditor Agreement on behalf of the Additional
Second Lien Secured Parties under the Additional Second Lien Debt Facility as Second Lien Representative under the Intercreditor Agreement for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Intercreditor
Agreement as fully as if the undersigned had executed and delivered the Intercreditor Agreement as of the date thereof; and 
 (b) agrees
that its address for receiving notices pursuant to the Intercreditor Agreement shall be as follows: 
 Wilmington Trust, National Association

 50 South Sixth Street, Suite 1290 

Minneapolis, MN 55402 
 Facsimile:
(612) 217-5651 
 Attention: Meghan McCauley 

2. Priority Confirmation. 

The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second Lien Debt for which
the undersigned is acting as Second Lien Representative hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and in connection with the designation by the Company of such Obligations as Second Lien Debt
under the Intercreditor Agreement, that: 
 (a) all Second Lien Obligations will be and are secured equally and ratably by all Second Liens
at any time granted by the Company or any other Grantor to secure any Obligations in respect of such Series of Second Lien Debt, whether or not upon property otherwise constituting Collateral for such Series of Second Lien Debt, and that all such
Second Liens will be enforceable by the Second Lien Collateral Agent with respect to such Series of Second Lien Debt for the benefit of all Second Lien Secured Parties equally and ratably; 







 (b) the New Representative and each holder of Obligations in respect of the Series of Second Lien
Debt for which the undersigned is acting as Second Lien Representative are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens, Second Liens and Third Liens and the order of
application of proceeds from enforcement of Priority Liens, Second Liens and Third Liens; and 
 (c) the New Representative and each holder
of Obligations in respect of the Series of Second Lien Debt for which the undersigned is acting as Second Lien Representative appoints the Second Lien Collateral Agent and consents to the terms of the Intercreditor Agreement and the performance by
the Second Lien Collateral Agent of, and directs the Second Lien Collateral Agent to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Trust Agreement, together with all such powers as are reasonably
incidental thereto. 
 3. Full Force and Effect of Intercreditor Agreement. Except as expressly supplemented hereby, the
Intercreditor Agreement shall remain in full force and effect. 
 4. Governing Law and Miscellaneous Provisions. The provisions of
Article IX of the Intercreditor Agreement will apply with like effect to this Priority Confirmation Joinder. 
 5.
Expenses. The Company agrees to reimburse each Secured Debt Representative for its reasonable out of pocket expenses in connection with this Priority Confirmation Joinder, including the reasonable fees, other charges and disbursements of
counsel. 
 [Signatures Follow] 

  
 2 








 IN WITNESS WHEREOF, the parties hereto have caused this Priority Confirmation Joinder to be
executed by their respective officers or representatives as of October 26, 2015. 
  

					
	New Representative:
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Meghan H. McCauley

		 	Name:	 	Meghan H. McCauley
		 	Title:	 	Assistant Vice President


 [EXCO Resources, Inc. - Priority Confirmation Joinder] 







 The Second Lien Collateral Agent hereby acknowledges receipt of this Priority Confirmation Joinder and agrees to
act as Second Lien Collateral Agent for the New Representative and the holders of the Obligations represented thereby: 
  

					
	WILMINGTON TRUST, NATIONAL ASSOCIATION
	as Second Lien Collateral Agent
		
	By:	 	 /s/ Meghan H. McCauley

		 	Name:	 	Meghan H. McCauley
		 	Title:	 	Assistant Vice President


 [EXCO Resources, Inc. - Priority Confirmation Joinder] 







 The Priority Lien Agent hereby acknowledges receipt of this Priority Confirmation Joinder: 

 

			
	 JPMORGAN CHASE BANK, N.A.
 as
Priority Lien Agent

		
	By:	 	 /s/ David Morris

	Name:	 	David Morris
	Title:	 	Authorized Officer


 [EXCO Resources, Inc. - Priority Confirmation Joinder] 







 
					
	Acknowledged and Agreed to by:
	
	EXCO RESOURCES, INC., as Borrower
		
	By:	 	 /s/ William L. Boeing

		 	Name:	 	William L. Boeing
		 	Title:	 	Vice President, General Counsel and Secretary


 [EXCO Resources, Inc. - Priority Confirmation Joinder]