Exhibit 10.48


 


October 3, 2005


 


$350,000,000 Interim Facility


Letter Agreement


 


	
  EXCO Resources, Inc.

  12377 Merit Drive

  Suite 1700

  Dallas, Texas 75251

  
	
  Attention:  

  	
  Douglas H. Miller

  Chairman and Chief Executive Officer

  



 


Ladies and Gentlemen:


 


Reference is made to (i) the Commitment
Letter, dated as of September 29, 2005 (including the attached Term
Sheets, the “Commitment Letter”),
among EXCO Holdings Inc., EXCO Resources, Inc. (“EXCO”), J.P. Morgan Securities Inc.,
JPMorgan Chase Bank, N.A., Bear, Stearns & Co. Inc. and Bear
Stearns Corporate Lending Inc. and (ii) the Credit Agreement, dated
as of October 3, 2005 (the “Credit
Agreement”), among EXCO Holdings II Inc. (to be merged with and
into Exco Holdings Inc. on the date thereof) (“Holdings”), the Lenders party thereto and JPMorgan Chase
Bank, N.A., as Administrative Agent. Capitalized terms used herein and defined
in the Commitment Letter or the Credit Agreement, as applicable, are so used as so defined.


 


The Commitment Letter provides that (i) EXCO
shall be obligated to issue Exchange Notes on or after the Initial Loan
Maturity Date in exchange for the Initial Loans, (ii) such Exchange Notes
shall be guaranteed by all material domestic subsidiaries of EXCO (the “Subsidiary Guarantors”) and (iii) any
Initial Loans outstanding after the Initial Loan Maturity Date shall also be
guaranteed by EXCO and the Subsidiary Guarantors.


 


The Lenders have agreed that EXCO and the
Subsidiary Guarantors shall not be required to execute and deliver, on the
Interim Facility Closing Date, the Indenture, the Exchange Notes or guarantees
in respect thereof or of the Initial Loans, to be held in escrow pending the
effectiveness thereof. In consideration for such agreement, (i) EXCO
hereby agrees to redeem all of the Senior Notes no later than the Initial Loan
Maturity Date and (ii) on the date of such redemption (or, if later, the
Initial Loan Maturity Date), EXCO and the subsidiaries of EXCO party hereto
(collectively, the “EXCO Entities”)
hereby agree, subject to no other conditions, to execute and deliver to the
Administrative Agent a Guarantee substantially in the form attached hereto as Exhibit A,
it being agreed by the parties hereto that this Letter Agreement does not
constitute a Guarantee as such term is defined in the Indenture. The EXCO
Entities acknowledge that the execution and delivery of this Letter Agreement
is a condition precedent to the making of the Initial Loans to Holdings and
that, accordingly, the Lenders have relied on the agreements of the EXCO
Entities in this Letter Agreement as an inducement to the making of the Initial
Loans.


 


This Letter Agreement shall not be assignable
by any EXCO Entity without the prior written consent of the Administrative
Agent (and any purported assignment without such consent shall be null and
void). This Letter Agreement may not be amended or waived except by an
instrument in writing signed by each EXCO Entity and each of the Lenders. This
Letter Agreement may be executed in any number of counterparts, each of which
shall be an original, and all of which, when taken together, shall constitute
one agreement. Delivery of an executed signature page of this Letter
Agreement by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof. This Letter Agreement shall be governed
by, and construed and interpreted in accordance with, the laws of the State of
New York.


 


[Remainder of page intentionally left blank.]


 





















 


If the foregoing correctly sets forth our
agreement, please indicate your acceptance of the terms hereof by returning to
the Administrative Agent an executed counterpart hereof.


 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXCO RESOURCES, INC.

  a Texas corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ J. DOUGLAS RAMSEY, PH.D.

  
	
   

  	
   

  	
  Name:

  	
  J. Douglas Ramsey, Ph.D.

  
	
   

  	
   

  	
  Title:

  	
  Vice President & Chief Financial
  Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ROJO PIPELINE, INC.,

  a Texas corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ J. DOUGLAS RAMSEY, PH.D.

  
	
   

  	
   

  	
  Name:

  	
  J. Douglas Ramsey, Ph.D.

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXCO INVESTMENT I, LLC,

  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ J. DOUGLAS RAMSEY, PH.D.

  
	
   

  	
   

  	
  Name:

  	
  J. Douglas Ramsey, Ph.D.

  
	
   

  	
   

  	
  Title:

  	
  Vice President & Chief Financial
  Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXCO INVESTMENT II, LLC,

  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ J. DOUGLAS RAMSEY, PH.D.

  
	
   

  	
   

  	
  Name:

  	
  J. Douglas Ramsey, Ph.D.

  
	
   

  	
   

  	
  Title:

  	
  Vice President & Chief Financial
  Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXCO OPERATING, LP,

  a Delaware limited partnership by EXCO INVESTMENT II, LLC, its
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ J. DOUGLAS RAMSEY, PH.D.

  
	
   

  	
   

  	
  Name:

  	
  J. Douglas Ramsey, Ph.D.

  
	
   

  	
   

  	
  Title:

  	
  Vice President & Chief Financial
  Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NORTH COAST ENERGY, INC.,

  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ J. DOUGLAS RAMSEY, PH.D.

  
	
   

  	
   

  	
  Name:

  	
  J. Douglas Ramsey, Ph.D.

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NORTH COAST ENERGY EASTERN, INC.,

  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ J. DOUGLAS RAMSEY, PH.D.

  
	
   

  	
   

  	
  Name:

  	
  J. Douglas Ramsey, Ph.D.

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PINESTONE RESOURCES, LLC,

  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ J. DOUGLAS RAMSEY, PH.D.

  
	
   

  	
   

  	
  Name:

  	
  J. Douglas Ramsey, Ph.D.

  
	
   

  	
   

  	
  Title:

  	
  Vice President & Chief Financial
  Officer

  
	
   

  	
   

  	
   

  	
   

  
	
  ACKNOWLEDGED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JPMORGAN CHASE BANK, N.A., as
  Administrative Agent

  
	
   

  
	
  By: 

  	
  /s/ WM. MARK CRANMER

  	
   

  	
   

  
	
  Name: 

  	
  Wm. Mark Cranmer

  	
   

  	
   

  
	
  Title: 

  	
  Vice President