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
1
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