Fifth Amendment to Credit Agreement



 Exhibit 10.2 
 EXECUTION VERSION 
 FIFTH AMENDMENT TO CREDIT AGREEMENT 

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (hereinafter referred to as the “Amendment”) is dated as of November 8,
2011, 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 defined below). 
 WITNESSETH: 

WHEREAS, Borrower, the Guarantors, Administrative Agent and the Lenders have entered into that certain Credit Agreement dated as
of April 30, 2010 (as the same has been and may hereafter be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); and 

WHEREAS, Administrative Agent, the Lenders, Borrower and the Guarantors desire to amend the Credit 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 2 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Amendment, the Credit Agreement shall be amended in the manner provided in this Section 1. 

1.1 Amended Definition. The following definition in Section 1.01 of the Credit Agreement shall be and it hereby
is amended and restated in its entirety to read as follows: 
 “New Senior Notes” means any
senior or senior subordinated notes issued by the Borrower on or before November 1, 2012 pursuant to and in accordance with the terms of the New Senior Notes Indenture, without waiver or amendment of any material terms thereof, and as
thereafter amended, modified, supplemented or restated from time to time to the extent permitted under this Agreement; provided that (a) the terms of such New Senior Notes do not provide for any scheduled repayment, mandatory redemption
(including any required offer to redeem) or payment of a sinking fund obligation prior to the date that is one year after the Maturity Date (except for any offer to redeem such senior notes required as a result of asset sales or the occurrence of a
“Change of Control” under and as defined in the New Senior Notes Indenture), (b) such New Senior Notes are unsecured, (c) the non-default interest rate on the outstanding principal balance of such New Senior Notes does not exceed
the prevailing market rate then in effect for similarly situated credits at the time such New Senior Notes are issued, (d) no Subsidiary of the Borrower is required to Guarantee the 

  
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Indebtedness evidenced by such New Senior Notes unless such Subsidiary is (or concurrently with any such Guarantee becomes) a Guarantor hereunder, and (e) with respect to any senior
subordinated notes, such notes are expressly subordinate to the payment in full of all of the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent and the Required Lenders. 

1.2 Indebtedness. Clause (h) of Section 7.01 of the Credit Agreement shall be and it hereby is amended and
restated in its entirety to read as follows: 
 (h) Indebtedness of the Borrower under the Senior Notes (and
any Permitted Refinancing thereof) in an aggregate outstanding principal amount not to exceed the sum of $1,500,000,000 minus the aggregate principal amount of all repayments and prepayments of the Senior Notes to the extent permitted under
the terms of this Agreement; 
 SECTION 2. Conditions. The amendments to the Credit Agreement contained in
Section 1 of this Amendment shall be effective upon the satisfaction of each of the conditions set forth in this Section 2. 
 2.1 Execution and Delivery. Each Credit Party, the Majority Lenders and Administrative Agent shall have executed and delivered this Amendment. 

2.2 No Default. No Default or Event of Default shall have occurred and be continuing or shall result after giving effect to
this Amendment. 
 2.3 Fourth Amendment. The Administrative Agent shall have received a copy of that certain
Fourth Amendment to Credit Agreement, dated as of the date hereof, among each Credit Party, the Lenders and Administrative Agent (the “Fourth Amendment”), duly executed by each party thereto and otherwise in form and substance
satisfactory to the Administrative Agent, and all conditions to the effectiveness of the Fourth Amendment shall be satisfied. 

2.4 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 3. 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: 
 3.1 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). 

  
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 3.2 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 court or agency of government 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. 
 3.3 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. 
 3.4 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 4.
Miscellaneous. 
 4.1 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 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. 
 4.2 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. 
 4.3 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. 
 4.4 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. 

  
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 4.5 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. 

4.6 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. 
 4.7 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. 
 4.8 Governing Law. This Amendment shall be construed in accordance with and governed
by the laws of the State of New York. 
 4.9 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 Credit
Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference in the Credit Agreement or in any other Loan Document, or other agreements, documents or other
instruments executed and delivered pursuant to the Credit Agreement to the “Credit Agreement”, shall mean and be a reference to the Credit Agreement as amended by this Amendment. 

(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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Agreement – Page 4 








 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/ J. DOUGLAS RAMSEY
	 Name: 

Title:
	 	 J. Douglas Ramsey, Ph.D.

Vice President – Finance



  

			
	 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
 VERNON GATHERING, LLC

		
	By:	 	/s/ J. DOUGLAS RAMSEY
	 Name: 

Title:
	 	 J. Douglas Ramsey, Ph.D.

Vice President – Finance



  

					
	EXCO OPERATING COMPANY, LP 
		
	By:	 	 EXCO Partners OLP GP, LLC,
 its general partner

			
		 	By:	 	/s/ J. DOUGLAS RAMSEY
		 	 Name: 

Title:
	 	 J. Douglas Ramsey, Ph.D.

Vice President – Finance



  

					
	EXCO GP PARTNERS OLD, LP 
		
	By:	 	 EXCO Partners GP, LLC,
 its general partner

			
		 	By:	 	/s/ J. DOUGLAS RAMSEY
		 	 Name: 

Title:
	 	 J. Douglas Ramsey, Ph.D.

Vice President – Finance




  

					
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	EXCO EQUIPMENT LEASING, LLC
		
	By:	 	/s/ J. DOUGLAS RAMSEY
	Name:	 	J. Douglas Ramsey, Ph.D.
	Title:	 	Vice President – Finance



  

					
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	 JPMORGAN CHASE BANK, N.A.,
 as a Lender and as Administrative Agent and
Issuing Bank

		
	By:	 	/s/ BRIAN ORLANDO
	Name:	 	Brian Orlando
	Title:	 	Authorized Officer



  

					
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	 BANK OF AMERICA, N.A., as a Lender and as
 Co-Lead Arranger and Co-Syndication Agent 

		
	By:	 	/s/ SANDRA M. SERIE
	Name:	 	Sandra M. Serie
	Title:	 	Vice President



  

					
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	 BNP PARIBAS, as a Lender and as Co-Lead
 Arranger and Co-Syndication Agent 

		
	By:	 	/s/ RICHARD HAWTHORNE
	Name:	 	Richard Hawthorne
	Title:	 	Director
		
	By:	 	/s/ EDWARD PAK
	Name:	 	Edward Pak
	Title:	 	Director



  

					
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	 ROYAL BANK OF CANADA, as a Lender and as
 Co-Lead Arranger and Co-Documentation Agent 

		
	By:	 	/s/ DON J. MCKINNERNEY
	Name:	 	Don J. McKinnerney
	Title:	 	Authorized Signatory



  

					
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	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as Co-Documentation Agent
		
	By:	 	/s/ MATT COLEMAN
	Name:	 	Matt Coleman
	Title:	 	Vice President



  

					
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	BANK OF MONTREAL, as a Lender and as Co-Syndication Agent 
		
	By:	 	/s/ KEVIN UTSEY
	Name:	 	Kevin Utsey
	Title:	 	Director



  

					
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	CITIBANK, N.A., as a Lender and as Co-Documentation Agent 
		
	By:	 	/s/ ANGELA MCCRACKEN
	Name:	 	Angela McCracken
	Title:	 	Director



  

					
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	KEYBANK N.A., as a Lender
		
	By:	 	/s/ DAVID MORRIS
	Name:	 	David Morris
	Title:	 	Vice President



  

					
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	NATIXIS, as a Lender
		
	By:	 	/s/ LIANA TCHERNYSHEVA
	Name:	 	Liana Tchernysheva
	Title:	 	Managing Director


  

			
		
	By:	 	/s/ DONOVAN C. BROUSSARD
	Name:	 	Donovan C. Broussard
	Title:	 	Managing Director



  

					
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	UNION BANK, N.A., as a Lender
		
	By:	 	/s/ DOUGLAS GALE
	Name:	 	Douglas Gale
	Title:	 	Vice President



  

					
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	BANK OF SCOTLAND PLC, as a Lender
		
	By:	 	/s/ JULIA R. FRANKLIN
	Name:	 	Julia R. Franklin
	Title:	 	Assistant Vice President



  

					
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	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
		
	By:	 	/s/ TOM BYARGEON
	Name:	 	Tom Byargeon
	Title:	 	Managing Director


  

			
		
	By:	 	/s/ MICHAEL D. WILLIS
	Name:	 	Michael D. Willis
	Title:	 	Managing Director



  

					
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	U.S. BANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	/s/ DARIA MAHONEY
	Name:	 	Daria Mahoney
	Title:	 	Vice President



  

					
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	COMERICA BANK, as a Lender
		
	By:	 	/s/ JOHN S. LESIKAR
	Name:	 	John S. Lesikar
	Title:	 	Assistant Vice President



  

					
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	SUMITOMO MITSUI BANKING CORPORATION, as a Lender
		
	By:	 	/s/ MASAKAZU HASEGAWA
	Name:	 	Masakazu Hasegawa
	Title:	 	Managing Director



  

					
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	BARCLAYS BANK PLC, as a Lender
		
	By:	 	/s/ VANESSA A. KURBATSKIY
	Name:	 	Vanessa A. Kurbatskiy
	Title:	 	Vice President



  

					
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	THE BANK OF NOVA SCOTIA, as a Lender
		
	By:	 	/s/ JOHN FRAZELL
	Name:	 	 John Frazell

	Title:	 	 Director




  

					
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	 CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY,
 as a Lender

		
	By:	 	/S/ TRUDY NELSON
	Name:	 	Trudy Nelson
	Title:	 	Authorized Signatory


  

			
		
	By:	 	/s/ CHRIS PERKS
	Name:	 	Chris Perks
	Title:	 	Authorized Signatory



  

					
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	 UBS LOAN FINANCE LLC,
 as a Lender

		
	By:	 	/s/ IRJA R. OTSA
	Name:	 	Irja R. Otsa
	Title:	 	Associate Director


  

			
		
	By:	 	/s/ JOSELIN FERNANDES
	Name:	 	Joselin Fernandes
	Title:	 	Associate Director



  

					
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