Exhibit 10.2
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter
referred to as the "Amendment") dated as of February 20, 2008, 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, supplemented or otherwise modified from time to time,
the "Credit Agreement"); and
WHEREAS, in connection with (i) the acquisition by EXCO Appalachia, Inc. ("EXCO
Appalachia") of certain oil and gas properties pursuant to that certain Asset
Purchase Agreement, dated as of December 7, 2007 (the "Purchase Agreement"),
among certain Persons, as sellers, and EXCO Appalachia, as buyer (the
"Appalachia Purchase") and (ii) the merger of EXCO Appalachia with and into
North Coast Energy, Inc. ("North Coast"), Borrower has requested that (x) the
Administrative Agent and the Lenders amend the Credit Agreement to increase the
Maximum Facility Amount and (y) the Lenders increase the Borrowing Base;
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 3 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
AMENDED DEFINITIONS.
SECTION 1.01 OF THE CREDIT AGREEMENT SHALL BE
AND IT HEREBY IS AMENDED BY AMENDING AND RESTATING THE FOLLOWING DEFINITIONS TO
READ IN ITS ENTIRETY AS FOLLOWS:
"Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, an interest rate per annum equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.
"Maximum Facility Amount" means $1,175,000,000.
1.2
REDETERMINED BORROWING BASE.
THIS AMENDMENT SHALL CONSTITUTE A
NOTICE OF THE REDETERMINATION OF THE BORROWING BASE PURSUANT TO SECTION 3.04 OF
THE CREDIT AGREEMENT AND
1
ADMINISTRATIVE AGENT HEREBY NOTIFIES BORROWER THAT, AS OF THE EFFECTIVE DATE OF
THIS AMENDMENT, THE BORROWING BASE AS OF SUCH DATE AND UNTIL BUT NOT INCLUDING
THE NEXT REDETERMINATION DATE, IS $1,200,000,000.
1.3
NOTICES.
SUBCLAUSE (II) OF SECTION 11.01(A) SHALL BE AND IT HEREBY
IS AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
(ii)
if to the Administrative Agent or Issuing Bank, to JPMorgan Chase
Bank, N.A., JPMorgan Loan Services, 21 South Clark St., 19th Floor, Chicago,
Illinois