60603-2003, Telecopy No.: (312) 385-7096, Attention: Claudia Kech, with
a copy to JPMorgan Chase Bank, N.A., 2200 Ross Avenue, 3rd Floor, TX1-2448,
Dallas, Texas 75201, Telecopy No. (214) 965-3280, Attention:
Wm. Mark Cranmer,
Senior Vice President;
1.4
AMENDMENT TO SCHEDULE 2.01.
SCHEDULE 2.01 TO THE CREDIT AGREEMENT
SHALL BE AND IT HEREBY IS AMENDED IN ITS ENTIRETY BY SUBSTITUTING SCHEDULE 2.01
ATTACHED HERETO.
SECTION 2.
NEW LENDERS AND REALLOCATION OF COMMITMENTS AND LOANS.
THE LENDERS
HAVE AGREED AMONG THEMSELVES TO REALLOCATE THEIR RESPECTIVE COMMITMENTS AND TO,
AMONG OTHER THINGS, ALLOW CERTAIN FINANCIAL INSTITUTIONS IDENTIFIED BY J.P.
MORGAN SECURITIES, INC., IN ITS CAPACITY AS LEAD ARRANGER, IN CONSULTATION WITH
THE BORROWER, TO BECOME A PARTY TO THE CREDIT AGREEMENT AS A LENDER (EACH, A
"NEW LENDER") BY ACQUIRING AN INTEREST IN THE AGGREGATE COMMITMENT, AND
ADMINISTRATIVE AGENT AND THE BORROWER HEREBY CONSENT TO SUCH REALLOCATION AND
EACH NEW LENDER'S ACQUISITION OF AN INTEREST IN THE AGGREGATE COMMITMENT.
ON
THE DATE THIS AMENDMENT BECOMES EFFECTIVE AND AFTER GIVING EFFECT TO SUCH
REALLOCATION OF THE AGGREGATE COMMITMENT, THE COMMITMENT OF EACH LENDER SHALL BE
AS SET FORTH ON SCHEDULE 2.01 OF THIS AMENDMENT.
WITH RESPECT TO SUCH
REALLOCATION, EACH NEW LENDER SHALL BE DEEMED TO HAVE ACQUIRED THE COMMITMENT
ALLOCATED TO IT FROM EACH OF THE OTHER LENDERS PURSUANT TO THE TERMS OF THE
ASSIGNMENT AND ASSUMPTION ATTACHED AS EXHIBIT A TO THE CREDIT AGREEMENT AS IF
SUCH NEW LENDER AND THE OTHER LENDERS HAD EXECUTED AN ASSIGNMENT AND ASSUMPTION
WITH RESPECT TO SUCH ALLOCATION.
THE BORROWER AND ADMINISTRATIVE AGENT HEREBY
CONSENT TO SUCH ASSIGNMENT TO THE NEW LENDERS.
SECTION 3.
CONDITIONS.
THE AMENDMENTS TO THE CREDIT AGREEMENT CONTAINED IN
SECTION 1 OF THIS AMENDMENT, INCLUDING THE REDETERMINATION OF THE BORROWING BASE
AS SET FORTH IN SECTION 1.2 OF THIS AMENDMENT AND THE ASSIGNMENTS AND
REALLOCATIONS CONTAINED IN SECTION 2 OF THIS AMENDMENT SHALL BE EFFECTIVE UPON
THE SATISFACTION OF EACH OF THE CONDITIONS SET FORTH IN THIS SECTION 3.
3.1
EXECUTION AND DELIVERY.
EACH CREDIT PARTY, EACH LENDER AND THE
ADMINISTRATIVE AGENT SHALL HAVE EXECUTED AND DELIVERED THIS AMENDMENT.
3.2
CONSUMMATION OF ASSET PURCHASE.
EXCO APPALACHIA SHALL HAVE
CONSUMMATED THE APPALACHIA PURCHASE IN ACCORDANCE WITH THE PURCHASE AGREEMENT
WITHOUT WAIVER OR AMENDMENT OF ANY MATERIAL TERM THEREOF NOT OTHERWISE CONSENTED
TO BY THE ADMINISTRATIVE AGENT.
3.3
NORTH COAST MERGER.
THE BORROWER SHALL HAVE DELIVERED TO THE
ADMINISTRATIVE AGENT EVIDENCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT THAT PROMPTLY FOLLOWING THE CONSUMMATION OF THE APPALACHIA PURCHASE, AND
IN ANY EVENT WITHIN TWO (2) BUSINESS DAYS
2
THEREAFTER, EXCO APPALACHIA WILL MERGE WITH AND INTO NORTH COAST AND NORTH
COAST, AS THE SURVIVING ENTITY OF SUCH MERGER, WILL COMPLY WITH THE REQUIREMENTS
OF SECTIONS 6.09 AND 6.10 OF THE CREDIT AGREEMENT.
3.4
NO DEFAULT.
NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING.
3.5
FEES.
THE BORROWER SHALL HAVE PAID TO THE ADMINISTRATIVE AGENT FOR
THE BENEFIT OF THE LENDERS, AN UPFRONT FEE IN AN AMOUNT EQUAL TO (I) 0.20% ON
THE ACTUAL ALLOCATION OF