(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.
SECTION 4.
MISCELLANEOUS.
4.1
REFERENCE TO AND EFFECT ON LOAN DOCUMENTS.
UPON THE EFFECTIVENESS OF THIS AMENDMENT, ON AND AFTER THE DATE HEREOF, EACH
REFERENCE IN THE CREDIT AGREEMENT (INCLUDING THE SCHEDULES AND EXHIBITS THERETO)
AND THE OTHER LOAN DOCUMENTS TO "EXCO PARTNERS OPERATING PARTNERSHIP, LP" SHALL
BE DEEMED TO REFER TO "EXCO OPERATING COMPANY, LP".
4.2
REAFFIRMATION OF LOAN DOCUMENTS AND LIENS.
ANY AND ALL OF THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT AND THE LOAN
DOCUMENTS SHALL, EXCEPT AS AMENDED AND MODIFIED HEREBY, REMAIN IN FULL FORCE AND
EFFECT.
EACH CREDIT PARTY HEREBY AGREES THAT THE AMENDMENTS AND MODIFICATIONS
HEREIN CONTAINED SHALL IN NO MANNER AFFECT OR IMPAIR THE LIABILITIES, DUTIES AND
OBLIGATIONS OF ANY CREDIT PARTY UNDER THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS OR THE LIENS SECURING THE PAYMENT AND PERFORMANCE THEREOF.
4.3
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.
4.4
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.
4.5
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.
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4.6
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.
4.7
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.
4.8
GOVERNING LAW.
THIS AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW 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 OPERATING COMPANY, LP
(formerly known as EXCO Partners Operating
Partnership, LP)
By:
EXCO Partners OLP GP, LLC
its sole general partner
By:
/s/