Amendment to Joint Development Agreement



 Exhibit 10.16 
 EXCO OPERATING COMPANY, LP. 
 12377 Merit
Drive, Suite 1700 
 Dallas, Texas 75251 
 February 1, 2011 
 BG US Production Company, LLC 

5444 Westheimer, Suite 1200 
 Houston, Texas
77056 
 Attention: Jon Harris 
 RE: Amendment to Joint Development Agreement 
 Dear Sirs: 

Reference is made to that certain Joint Development Agreement among EXCO Operating Company, LP (“EOC”),
EXCO Production Company, LP (which entity merged into EOC and terminated its separate existence) and BG US Production Company, LLC (“BG”), dated as of August 14, 2009 (as it may have been amended from time to time, the
“JDA”). In consideration of the mutual promises contained herein and in the JDA and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, EOC and BG hereby agree to amend the JDA as
follows: 
 The definition of “Applicable EXCO Escrow Period” in Section I.C. of Exhibit H of the JDA shall be
replaced in its entirety with the following: 
  

	 	C.	“Applicable EXCO Escrow Period” shall mean, with respect to any relevant Calendar Month, the period beginning on the first day of the succeeding
Calendar Month and ending on the last day of the third Calendar Month following such succeeding Calendar Month. 

 Except as amended by this letter the JDA remains in full force and effect. Capitalized terms used in this letter but not otherwise defined in this letter shall have the meaning given to such terms in the
JDA. The terms of Sections 13.1 and 13.2 of the JDA are incorporated by reference as if set out in full herein. This letter may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an
original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party by facsimile transmission shall be deemed an original signature hereto. 

[Signature Page Follows] 







 If this letter correctly sets forth our understanding, please execute two
copies of this letter, and return one original to the undersigned at the address provided in the JDA. This letter was executed as of the date first set forth above but shall be effective as of January 1, 2011. 

 

			
	 Very truly yours,

	
	EXCO OPERATING COMPANY, LP
		
	 By:
	 	 Exco Partners OLP GP, LLC

	
	By: /s/ WILLIAM L. BOEING                    
                       
	Name: WILLIAM L. BOEING                     
                      
	 Title: VICE PRESIDENT AND GENERAL COUNSEL  




Agreed and accepted on February 1, 2011, effective as of the effective date set forth above. 

 

			
	BG US PRODUCTION COMPANY, LLC
		
	 By:
	 	 /s/ ELIZABETH
SPOMER



			
	 Name:
	 	 ELIZABETH
SPOMER



			
	 Title:
	 	 PRESIDENT


 cc: 
 BG US Production Company, LLC 
 5444 Westheimer, Suite 1200 
 Houston, Texas 77056 

Attention: Bill Way 
 BG North America, LLC

 5444 Westheimer, Suite 1200 

Houston, Texas 77056 
 Attention: Chris Migura,
Principal Counsel 
 EXCO Operating Company, LP. 
 12377 Merit Drive, Suite 1700 
 Dallas, Texas 75251 

Attention: William L. Boeing Vice President, General Counsel 
                     And Secretary 
 Vinson & Elkins L.L.P. 
 2500 First City Tower 

1001 Fannin Street 
 Houston, Texas 77002-6760

 Attention: Robin Fredrickson 







 Morgan, Lewis & Bockius LLP 
 1000 Louisiana, Suite 4200 
 Houston, Texas 77002 

Attention: David F. Asmus