Exhibit
10.1


 


EXECUTION
VERSION


 


THIRD
AMENDMENT TO 

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


THIRD AMENDMENT TO SECOND
AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to as the “Amendment”)
is dated as of February 4, 2009, 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, Guarantors, Administrative Agent
and Lenders have entered into that certain Second Amended and Restated Credit
Agreement dated as of May 2, 2007, as amended by that certain First
Amendment to Second Amended and Restated Credit Agreement dated as of
February 20, 2008, and as further amended by that certain Second Amendment
to Second Amended and Restated Credit Agreement dated as of July 14, 2008
(as the same may be further amended, restated, supplemented or otherwise
modified from time to time, the “Credit
Agreement”); and


 


WHEREAS, Administrative Agent, Lenders, Borrower and
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, 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          Additional Definitions. The following definitions shall be and they
hereby are added to Section 1.01 of the Credit Agreement in
appropriate alphabetical order:


 


“Cash Collateral Account” has the meaning assigned to such term
in Section 2.07(j).


 


“LMIR” means, for any day, a rate per annum equal to the rate
for one month U.S. dollar deposits as reported on Reuters BBA Libor Rates
Page 3750 as of 11:00 a.m., London time, on such day, or if such day
is not a Business Day, then the immediately preceding Business Day (or if not
so reported, then any successor to or substitute for such service, providing
rate quotations comparable to those currently provided on such page of
such service, as determined by the


 


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Administrative
Agent from time to time for purposes of providing quotations of interest rates
applicable to dollar deposits in the London interbank market).


 


“Third Amendment Effective Date” means February 4, 2009.


 


1.2          Amended Definitions.  Section 1.01
of the Credit Agreement shall be and it hereby is amended by amending and
restating the following definitions in their respective entireties to read as
follows:


 


“Alternate Base Rate” means, for any day, a rate per
annum equal to the greatest of (a) the Prime Rate in effect on such day,
(b) the Federal Funds Effective Rate in effect on such day plus one-half
of one percent (1⁄2 of 1%) and (c) the LMIR on such day plus 1.00%.  Any change in the Alternate Base Rate due to
a change in the Prime Rate, the Federal Funds Effective Rate or the LMIR shall
be effective from and including the effective date of such change in the Prime
Rate, the Federal Funds Effective Rate or the LMIR, respectively.


 


“Business Day” means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York, New York or Dallas, Texas are
authorized or required by law to remain closed; provided that, when used
in connection with a Eurodollar Loan or to determine LMIR, the term “Business
Day” shall also exclude any day on which banks are not open for dealings in
dollar deposits in the London interbank market.


 


“Defaulting Lender” means any Lender, as reasonably determined
by the Administrative Agent, that has (a) failed to fund any portion of
the Loans, participations in LC Disbursements or participations in Swingline
Loans required to be funded by it hereunder within one Business Day of the date
required to be funded by it hereunder, (b) notified the Borrower, the
Administrative Agent, the Issuing Bank, the Swingline Lender or any Lender in
writing that it does not intend to comply with any of its funding obligations
under this Agreement or has made a public statement to the effect that it does
not intend to comply with its funding obligations under this Agreement,
(c) otherwise failed to pay over to the Administrative Agent or any other
Lender any other amount required to be paid by it hereunder within one Business
Day of the date when due, unless the subject of a good faith dispute, or
(d) (i) become or is insolvent or has a parent company that has
become or is insolvent or (ii) become the subject of a bankruptcy or
insolvency proceeding, or has had a receiver, conservator, trustee or custodian
appointed for it, or has taken any action in furtherance of, or indicating its
consent to, approval of or acquiescence in any such proceeding or appointment
or has a parent company that has become the subject of a bankruptcy or
insolvency proceeding, or has had a receiver, conservator, trustee or custodian
appointed for it, or has taken any action in furtherance of, or indicating its
consent to, approval of or acquiescence in any such proceeding or appointment;
provided that the Administrative Agent shall provide written notice to any
Lender determined by the Administrative Agent to be a Defaulting Lender
hereunder (and 


 


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the
Administrative Agent shall provide a copy of such determination to the
Borrower).


 


“LIBO Rate” means, with respect to any Eurodollar Borrowing for
any Interest Period, the rate appearing on Reuters BBA Libor Rates
Page 3750 (or on any successor or substitute page of such service, or
any successor to or substitute for such service, providing rate quotations
comparable to those currently provided on such page of such service, as
determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two
(2) Business Days prior to the commencement of such Interest Period, as
the rate for dollar deposits with a maturity comparable to such Interest
Period.  In the event that such rate is
not available at such time for any reason, then the “LIBO Rate” with
respect to such Eurodollar Borrowing for such Interest Period shall be the rate
at which dollar deposits of $5,000,000 and for a maturity comparable to such
Interest Period are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, two (2) Business
Days prior to the commencement of such Interest Period.


 


1.3          Swingline Loans.  Clause (a) of Section 2.06 of the Credit Agreement
shall be and it hereby is amended and restated in its entirety to read as
follows:


 


(a)          Subject to
the terms and conditions set forth herein, the Swingline Lender agrees to make
Swingline Loans to the Borrower from time to time during the Availability
Period, in an aggregate principal amount at any time outstanding that will not
result in (i) the aggregate principal amount of outstanding Swingline
Loans exceeding $10,000,000 or (ii) the Aggregate Credit Exposure
exceeding the Aggregate Commitment, provided that the Swingline Lender shall
not be required to make a Swingline Loan (x) to refinance an outstanding
Swingline Loan or (y) if at the time such Swingline Loan is requested by
the Borrower pursuant to Section 2.06(b), any Lender is a Defaulting Lender.  Within the foregoing limits and subject to
the terms and conditions set forth herein, the Borrower may borrow, prepay and
reborrow Swingline Loans.


 


1.4          Swingline Loans.  Section 2.06 of
the Credit Agreement shall be and it hereby is amended by adding a new clause
(d) to the end thereof to read as follows:


 


(d)          If any
Swingline Loan is outstanding at the time any Lender is a Defaulting Lender,
upon the written request of the Swingline Lender, the Borrower shall promptly,
and in any event within one (1) Business Day after receipt of such written
request, prepay to the Swingline Lender the then unpaid principal amount of
each Swingline Loan.


 


1.5          Letters of Credit. 
Clause (b) of Section 2.07 of the Credit Agreement
shall be and it hereby is amended by adding the following provision to the end
thereof:


 


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Notwithstanding the foregoing, the Issuing Bank shall not at
any time be obligated to issue, amend, renew or extend any Letter of Credit if
any Lender is at such time a Defaulting Lender hereunder, unless the Borrower
cash collateralizes such Defaulting Lender’s portion of the total LC Exposure
(calculated after giving effect to the issuance, amendment, renewal or
extension of such Letter of Credit) in accordance with the procedures set forth
in Section 2.07(j).


 


1.6          Letters of Credit. 
Clause (j) of Section 2.07 of the Credit Agreement
shall be and it hereby is amended and restated in its entirety to read as
follows:


 


(j)            Cash
Collateralization.


 


(i)           If at any time the
Borrower elects to cash collateralize the LC Exposure of any Defaulting Lender
pursuant to Section 2.07(b), the Borrower shall deposit in an account with
the Administrative Agent, in the name of the Administrative Agent and for the
benefit of the Lenders (the “Cash Collateral Account”), an amount in
cash equal to such Defaulting Lender’s portion of the total LC Exposure at such
time as calculated pursuant to Section 2.07(b) (less any amounts
already on deposit in such Cash Collateral Account representing cash collateral
for any portion of such Defaulting Lender’s portion of the total LC Exposure).


 


(ii)          If any Letter of
Credit is outstanding at the time any Lender is a Defaulting Lender, upon the
written request of the Issuing Bank demanding the deposit of cash collateral
pursuant to this paragraph, the Borrower shall promptly, and in any event
within one (1) Business Day after receipt by the Borrower of written
notice, cash collateralize such Defaulting Lender’s portion of the total LC
Exposure at such time by depositing in the Cash Collateral Account an amount in
cash equal to such Defaulting Lender’s portion of the total LC Exposure (less
any amounts already on deposit in such Cash Collateral Account representing
cash collateral for any portion of such Defaulting Lender’s portion of the
total LC Exposure).


 


(iii)         If any Event of
Default shall occur and be continuing, on the Business Day that the Borrower
receives notice from the Administrative Agent or the Required Lenders (or, if
the maturity of the Loans has been accelerated, Lenders with LC Exposure
representing greater than sixty-six and two-thirds percent (662/3%)
of the total LC Exposure) demanding the deposit of cash collateral pursuant to
this paragraph, the Borrower shall deposit in the Cash Collateral Account an
amount in cash equal to the total LC Exposure as of such date plus any accrued
and unpaid interest thereon; provided that the obligation to deposit such cash
collateral shall become effective immediately, and such deposit shall become
immediately due and payable, without demand or other notice of any kind, upon
the occurrence of any Event of Default with respect to the Borrower described
in clause (h) or (i) of Article IX.


 


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(iv)         Deposits in the Cash
Collateral Account made pursuant to the foregoing paragraphs (i), (ii) and
(iii) shall be held by the Administrative Agent as collateral for the
payment and performance of the obligations of the Borrower under this Agreement
and Borrower hereby grants a security interest in such cash and each deposit
account into which such cash is deposited to secure the Obligations.  The Administrative Agent shall have exclusive
dominion and control, including the exclusive right of withdrawal, over the
Cash Collateral Account.  Other than interest at the
rate per annum in effect for accounts of the same type maintained with the
Administrative Agent at such time and any interest earned on the investment of
such deposits, which investments shall be of the type described in clause
(b) of the definition of Permitted Investments and shall be made by the
Administrative Agent in consultation with the Borrower (unless an Event of
Default shall have occurred and be continuing, in which case, such investments
shall be made at the option and sole discretion of the Administrative Agent)
and at the Borrower’s risk and expense, such deposits shall not bear interest. 
Interest or profits, if any, on such investments shall accumulate in
such account.  Moneys in such account
shall be applied by the Administrative Agent to reimburse the Issuing Bank for
LC Disbursements for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of
the Borrower for the LC Exposure at such time or, if the maturity of the Loans
has been accelerated (but subject to the consent of Lenders with LC Exposure
representing sixty-six and two-thirds percent (662/3%)
or more of the total LC Exposure), be applied to satisfy other Obligations of
the Borrower under this Agreement.


 


(v)           If the
Borrower is required to provide an amount of cash collateral pursuant to
paragraphs (i), (ii) or (iii) above, such amount (to the extent not
applied as aforesaid) shall be returned to the Borrower within three
(3) Business Days after (x) in the case of cash collateral provided
pursuant to paragraphs (i) or (ii) above, the applicable Defaulting
Lender is no longer a Defaulting Lender and (y) in the case of cash
collateral provided pursuant to paragraph (iii) above, all Events of
Default have been cured or waived.


 


1.7          Fees. 
Clauses
(a) and (b) of Section 2.13 of the Credit Agreement shall
be and it hereby is amended and restated in its entirety to read as follows:


 


(a)          The Borrower agrees
to pay to the Administrative Agent, for the account of each Lender, an unused
commitment fee (the “Unused Commitment Fee”) equivalent to the
Applicable Rate times the daily average of the total Unused Commitments.  Such Unused Commitment Fee shall be
calculated on the basis of a year consisting of 360 days.  The Unused Commitment Fee shall be payable in
arrears on the last day of March, June, September and December of
each year, commencing with the first such date to occur after the Effective
Date, and on the Maturity Date for any period then ending for which the Unused
Commitment Fee shall not have been theretofore paid.  In the event the Aggregate Commitment
terminates on any date other than the last day of March, June, September or
December of any year, the Borrower agrees to pay to the 


 


5

















 


Administrative
Agent, for the account of each Lender, on the date of such termination, the
total Unused Commitment Fee due for the period from the last day of the
immediately preceding March, June, September or December, as the case may
be, to the date such termination occurs. 
Notwithstanding anything to the contrary contained herein, for so long
as any Lender is a Defaulting Lender hereunder, the portion of the Unused
Commitment Fee attributable to such Defaulting Lender shall cease to accrue
pursuant to the terms of this Section 2.13(a) and the Borrower shall
have no obligation to pay any Unused Commitment Fee for the account of such
Defaulting Lender for the period of time such Lender is a Defaulting Lender.


 


(b)          The Borrower agrees
to pay (i) to the Administrative Agent for the account of each Lender a
participation fee with respect to its participations in Letters of Credit,
which shall accrue at the same Applicable Rate used to determine the interest
rate applicable to Eurodollar Loans on the average daily amount of such
Lender’s LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date on which such Lender’s
Commitment terminates and the date on which such Lender ceases to have any LC
Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue
at the rate or rates per annum separately agreed upon between the Borrower and
the Issuing Bank on the average daily amount of the LC Exposure (excluding any
portion thereof attributable to unreimbursed LC Disbursements) during the
period from and including the Effective Date to but excluding the later of the date
of termination of the Aggregate Commitment and the date on which there ceases
to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect
to the issuance, amendment, renewal or extension of any Letter of Credit or
processing of drawings thereunder. 
Participation fees and fronting fees accrued through and including the
last day of March, June, September and December of each year shall be
payable on the third Business Day following such last day, commencing on the
first such date to occur after the Effective Date; provided that all
such fees shall be payable on the date on which the Aggregate Commitment
terminates and any such fees accruing after the date on which the Aggregate
Commitment terminates shall be payable on demand.  Any other fees payable to the Issuing Bank
pursuant to this paragraph shall be payable within ten (10) days after
demand.  All participation fees and
fronting fees shall be computed on the basis of a year of 360 days and shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).  Notwithstanding
anything to the contrary contained herein, for so long as any Lender is a
Defaulting Lender hereunder and, to the extent required, the Borrower has cash
collateralized such Defaulting Lender’s portion of the total LC Exposure
pursuant to Section 2.07(j), the portion of the participation fees
attributable to such Defaulting Lender pursuant to clause (i) of this
Section 2.13(b) shall cease to accrue pursuant to the terms of this
Section 2.13(b) and the Borrower shall have no obligation to pay any
participation fees to the Administrative Agent for the account of such
Defaulting Lender for the period of time such Lender is a Defaulting Lender
and, to the extent required, such Defaulting Lender’s portion 


 


6

















 


of the
total LC Exposure is cash collateralized pursuant to Section 2.07(j);
provided, however, that in the event the Borrower has not cash collateralized
any Defaulting Lender’s portion of the total LC Exposure pursuant to, and as
required under, Section 2.07(j), then, without prejudice to any rights or
remedies of the Issuing Bank or any Lender hereunder, all participation fees
accruing during the period of time such Lender is a Defaulting Lender that
otherwise would have been payable for the account of such Defaulting Lender
pursuant to clause (i) of this Section 2.13(b) shall be payable
to the Issuing Bank for the account of the Issuing Bank until such Defaulting
Lender’s LC Exposure is cash collateralized pursuant to, and as required under,
Section 2.07(j).


 


1.8          Financial Covenants; Leverage Ratio.  Clause (b) of Section 7.11
of the Credit Agreement shall be and it hereby is amended and restated in its
entirety to read as follows:


 


(b)          Leverage Ratio.


 


(i)            The Borrower will not permit the ratio, determined as of the end of any
fiscal quarter ending on or after December 31, 2008 and on or before
December 31, 2009, of (A) Consolidated Funded Indebtedness as of the
end of such fiscal quarter to (B) Consolidated EBITDAX for the trailing
four fiscal quarter period ending on such date, to be greater than 4.00 to
1.00.


 


(ii)           The Borrower will not permit the ratio, determined as of the end of the
fiscal quarter ending on March 31, 2010, of (A) Consolidated Funded
Indebtedness as of the end of such fiscal quarter to (B) Consolidated
EBITDAX for the trailing four fiscal quarter period ending on such date, to be
greater than 3.75 to 1.00.


 


(iii)          The Borrower will not permit the ratio, determined as of the end of any
fiscal quarter ending on or after June 30, 2010, of (A) Consolidated
Funded Indebtedness as of the end of such fiscal quarter to
(B) Consolidated EBITDAX for the trailing four fiscal quarter period
ending on such date, to be greater than 3.50 to 1.00.


 


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 the 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          Upfront Fee.  The
Borrower shall have paid to each Lender that consents to this Amendment by
delivering an executed counterpart to this Amendment an upfront fee in an
amount equal to 0.375% of such Lender’s Commitment.


 


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2.4          Fees. 
The Borrower,
the Administrative Agent and J.P. Morgan Securities Inc., as Sole Bookrunner
and Lead Arranger (“J.P. Morgan”), shall have executed and delivered a
fee letter in connection with this Amendment, and J.P. Morgan and the
Administrative Agent shall have received the fees payable under such fee letter
at the time this Amendment becomes effective.


 


2.5          Other Documents.  The
Administrative Agent shall have received such other instruments and documents
incidental and appropriate to the transaction provided for herein as the
Administrative Agent or its special counsel may reasonably request, and all
such documents shall be in form and substance satisfactory to the
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).


 


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 Third Amendment Effective Date, 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 


 


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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 the Administrative Agent
incurred by the 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.


 


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


 


[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/ J. DOUGLAS RAMSEY

  
	
   

  	
  Name:

  	
  J. Douglas
  Ramsey, Ph.D.

  
	
   

  	
  Title:

  	
  Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  EXCO Resources, Inc.

  
	
   

  	
  12377 Merit Drive, Suite 1700

  
	
   

  	
  Dallas, Texas 75251

  
	
   

  	
  Facsimile No. 214-368-2087

  
	
   

  	
  Attn:

  	
  Douglas H. Miller

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
  Attn:

  	
  J. Douglas Ramsey

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  EXCO – NORTH COAST ENERGY, INC.

  
	
   

  	
   

  
	
   

  	
  EXCO – NORTH COAST ENERGY

  EASTERN, INC.

  
	
   

  	
   

  
	
   

  	
  EXCO SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
  EXCO MIDCONTINENT MLP, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. DOUGLAS RAMSEY

  
	
   

  	
  Name:

  	
  J. Douglas Ramsey, Ph.D.

  
	
   

  	
  Title:

  	
  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
  for each of the Credit Parties listed above

  
				






 


Third Amendment to Second Amended and
Restated Credit Agreement – Signature Page


 
















 




	
   

  	
  JPMORGAN CHASE BANK, N.A.,  

  as a Lender and as Administrative Agent, Swingline

  Lender and Issuing Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ WM. MARK
  CRANMER

  
	
   

  	
  Name: Wm. Mark Cranmer

  
	
   

  	
  Title: Senior Vice President

  






 


Third Amendment to Second Amended and
Restated Credit Agreement – Signature Page


 

















 




	
   

  	
  UBS LOAN FINANCE LLC
 as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ IRJA R. OTSA

  
	
   

  	
  Name: Irja R. Otsa

  
	
   

  	
  Title: Associate Director

  Banking Products Services, US

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MARY
  E.EVANS

  
	
   

  	
  Name: Mary E. Evans

  
	
   

  	
  Title: Associate Director

  Banking Products Services, US

  






 


Third Amendment to Second Amended and
Restated Credit Agreement – Signature Page


 

















 




	
   

  	
  TORONTO DOMINION (TEXAS) LLC
 as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DEBBI L.
  BRITO

  
	
   

  	
  Name: Debbi L. Brito

  
	
   

  	
  Title: Authorized Signatory

  






 


Third Amendment to Second Amended and
Restated Credit Agreement – Signature Page


 

















 




	
   

  	
  CREDIT SUISSE, CAYMAN ISLANDS

  BRANCH
 as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ VANESSA
  GOMEZ

  
	
   

  	
  Name: Vanessa Gomez

  
	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ NUPUR
  KUMAR

  
	
   

  	
  Name: Nupur Kumar

  
	
   

  	
  Title: Vice President

  
				






 


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  CREDIT SUISSE LOAN FUNDING LLC
 as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT
  FRANZ

  
	
   

  	
  Name: Robert Franz

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ KENNETH
  HOFFMAN

  
	
   

  	
  Name: Kenneth Hoffman

  
	
   

  	
  Title: Managing Director

  
				






 


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Restated Credit Agreement – Signature Page


 

















 




	
   

  	
  BNP PARIBAS
 as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RICHARD
  HAWTHORNE

  
	
   

  	
  Name: Richard Hawthorne

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ EDWARD PAK

  
	
   

  	
  Name: Edward Pak

  
	
   

  	
  Title: Vice President

  






 


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  NATIXIS
 as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DONOVAN
  C. BROUSSARD

  
	
   

  	
  Name: Donovan C. Broussard

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ LIANA
  TCHERNYSHEVA

  
	
   

  	
  Name: Liana Tchernysheva

  
	
   

  	
  Title: Director

  






 


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Restated Credit Agreement – Signature Page


 

















 




	
   

  	
  ROYAL BANK OF CANADA
 as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DON J.
  MCKINNERNEY

  
	
   

  	
  Name: Don J. McKinnerney

  
	
   

  	
  Title: Authorized Signatory

  






 


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  THE ROYAL BANK OF SCOTLAND PLC
 as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MARK
  LUMPKIN, JR.

  
	
   

  	
  Name: Mark Lumpkin, Jr.

  
	
   

  	
  Title: Vice President

  






 


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Restated Credit Agreement – Signature Page


 

















 




	
   

  	
  SOCIETE GENERALE
 as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ELENA
  ROBCIUC

  
	
   

  	
  Name: Elena Robciuc

  
	
   

  	
  Title: Director

  






 


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Restated Credit Agreement – Signature Page


 
















 




	
   

  	
  STERLING BANK
 as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JEFF A.
  FORBIS

  
	
   

  	
  Name: Jeff A. Forbis

  
	
   

  	
  Title: Senior Vice President

  






 


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Restated Credit Agreement – Signature Page


 

















 




	
   

  	
  UNION BANK OF CALIFORNIA, N.A.
 as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ WHITNEY
  RANDOLPH

  
	
   

  	
  Name: Whitney Randolph

  
	
   

  	
  Title: Vice President

  






 


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Restated Credit Agreement – Signature Page


 

















 




	
   

  	
  SCOTIABANC, INC.
 as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.F.
  TODD

  
	
   

  	
  Name: J.F. Todd

  
	
   

  	
  Title: Managing Director

  






 


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Restated Credit Agreement – Signature Page


 

















 




	
   

  	
  WACHOVIA BANK NATIONAL

  ASSOCIATION
 as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PAUL
  PRITCHETT

  
	
   

  	
  Name: Paul Pritchett

  
	
   

  	
  Title: Vice President Credit Products Group

  






 


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Restated Credit Agreement – Signature Page


 

















 




	
   

  	
  WELLS FARGO BANK, N.A.
 as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JASON
  HICKS

  
	
   

  	
  Name: Jason Hicks

  
	
   

  	
  Title: Vice President

  






 


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Restated Credit Agreement – Signature Page


 

















 




	
   

  	
  WESTLB AG, NEW YORK BRANCH
 as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JONATHAN
  CODY

  
	
   

  	
  Name: Jonathan Cody

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  CHRISTOPHER NUNN

  
	
   

  	
  Name: Christopher Nunn

  
	
   

  	
  Title: Director

  






 


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Restated Credit Agreement – Signature Page


 

















 




	
   

  	
  BMO CAPITAL MARKETS FINANCING,

  INC.
 as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JAMES V.
  DUCOTE

  
	
   

  	
  Name: James V. Ducote

  
	
   

  	
  Title: Director

  






 


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Restated Credit Agreement – Signature Page


 

















 




	
   

  	
  BANK OF SCOTLAND
 as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ KAREN
  WEICH

  
	
   

  	
  Name: Karen Weich

  
	
   

  	
  Title: Vice President

  






 


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Restated Credit Agreement – Signature Page


 

















 




	
   

  	
  CITIBANK, N.A.
 as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RYAN
  WATSON

  
	
   

  	
  Name: Ryan Watson

  
	
   

  	
  Title: Vice President

  






 


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Restated Credit Agreement – Signature Page


 

















 




	
   

  	
  ALLIED IRISH BANKS, P.L.C.
 as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT
  F. MOYLE

  
	
   

  	
  Name: Robert F. Moyle

  
	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DAVID O’DRISCOLL

  
	
   

  	
  Name: David O’Driscoll

  
	
   

  	
  Title: Assistant Vice President

  






 


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Restated Credit Agreement – Signature Page


 
















 




	
   

  	
  CALYON NEW YORK BRANCH
 as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MICHAEL
  D. WILLIS

  
	
   

  	
  Name: Michael D. Willis

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ TOM
  BYARGEON

  
	
   

  	
  Name: Tom Byargeon

  
	
   

  	
  Title: Managing Director

  






 


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Restated Credit Agreement – Signature Page


 

















 




	
   

  	
  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/ PETER L.
  SEFZIK

  
	
   

  	
  Name: Peter L. Sefzik

  
	
   

  	
  Title: Senior Vice President

  






 


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Restated Credit Agreement – Signature Page


 

















 




	
   

  	
  FORTIS CAPITAL CORP.
 as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MICHELE
  JONES

  
	
   

  	
  Name: Michele Jones

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DARRELL
  HOLLEY

  
	
   

  	
  Name: Darrell Holley

  
	
   

  	
  Title: Managing Director

  






 


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Restated Credit Agreement – Signature Page


 

















 




	
   

  	
  BANK OF AMERICA
 as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JEFFREY
  H. RATHKAMP

  
	
   

  	
  Name: Jeffrey H. Rathkamp

  
	
   

  	
  Title: Managing Director

  






 


Third Amendment to Second Amended and
Restated Credit Agreement – Signature Page


 

















 




	
   

  	
  SUMITOMO MITSUI BANKING

  CORPORATION
 as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ WILLIAM
  M. GINN

  
	
   

  	
  Name: William M. Ginn

  
	
   

  	
  Title: General Manager

  






 


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Restated Credit Agreement – Signature Page


 

















 




	
   

  	
  GOLDMAN SACHS CREDIT PARTNERS L.P.
 as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW
  CADITZ

  
	
   

  	
  Name: Andrew Caditz

  
	
   

  	
  Title: Authorized Signatory

  






 


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Restated Credit Agreement – Signature Page


 

















 




	
   

  	
  BARCLAYS BANK PLC
 as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MARIA
  LUND

  
	
   

  	
  Name: Maria Lund

  
	
   

  	
  Title: Vice President

  






 


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Restated Credit Agreement – Signature Page


 

















 




	
   

  	
  MORGAN STANLEY BANK
 as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MELISSA
  JAMES

  
	
   

  	
  Name: Melissa James

  
	
   

  	
  Title: Authorized Signatory

  






 


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Restated Credit Agreement – Signature Page


 

















 




	
   

  	
  THE BANK OF NOVA SCOTIA
 as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DAVID G.
  MILLS

  
	
   

  	
  Name: David G. Mills

  
	
   

  	
  Title: Managing Director

  






 


Third Amendment to Second Amended and
Restated Credit Agreement – Signature Page