OF
THE CREDIT AGREEMENT SHALL BE AND IT HEREBY IS AMENDED AND RESTATED IN ITS
ENTIRETY TO READ AS FOLLOWS:
(i)
if to the Borrower, to EXCO Operating
Company, LP, c/o EXCO Resources, Inc., 12377 Merit Drive, Suite 1700, Dallas,
Texas 75251, Attention:
Douglas H. Miller, Chief Executive Officer and
Attention:
J. Douglas Ramsey, Chief Financial Officer, Telecopy No. (214)
368-2087;
1.10
AMENDMENT TO EXHIBITS.
EACH OF THE EXHIBITS TO THE
CREDIT AGREEMENT SHALL BE AND THEY HEREBY ARE AMENDED BY DELETING ALL REFERENCES
TO "EXCO PARTNERS OPERATING PARTNERSHIP, LP" AND SUBSTITUTING IN LIEU THEREOF
THE NAME "EXCO OPERATING COMPANY, LP".
1.11
ANNEX.
THE CREDIT AGREEMENT SHALL BE AND IT HEREBY
IS AMENDED BY ADDING ANNEX I TO THE END THEREOF IN THE FORM ATTACHED HERETO AS
ANNEX I.
SECTION 2.
CONDITIONS.
THE AMENDMENTS TO THE CREDIT AGREEMENT CONTAINED IN
SECTION 1 OF THIS AMENDMENT, SHALL BE EFFECTIVE UPON THE SATISFACTION OF EACH OF
THE CONDITIONS SET FORTH IN THIS SECTION 2.
2.1
EXECUTION AND DELIVERY.
EACH CREDIT PARTY,
THE MAJORITY LENDERS AND THE ADMINISTRATIVE AGENT SHALL HAVE EXECUTED AND
DELIVERED THIS AMENDMENT.
2.2
NO DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING OR SHALL RESULT AFTER GIVING EFFECT TO
THIS AMENDMENT.
2.3
OTHER DOCUMENTS.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED SUCH OTHER INSTRUMENTS AND DOCUMENTS INCIDENTAL AND
APPROPRIATE TO THE TRANSACTION PROVIDED FOR HEREIN AS THE ADMINISTRATIVE AGENT
OR ITS SPECIAL COUNSEL MAY REASONABLY REQUEST, AND ALL SUCH DOCUMENTS SHALL BE
IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT.
SECTION 3.
REPRESENTATIONS AND WARRANTIES OF BORROWER.
TO INDUCE THE LENDERS
TO ENTER INTO THIS AMENDMENT, EACH CREDIT PARTY HEREBY REPRESENTS AND WARRANTS
TO THE LENDERS AS FOLLOWS:
3.1
REAFFIRMATION OF REPRESENTATIONS AND
WARRANTIES/FURTHER ASSURANCES.
AFTER GIVING EFFECT TO THE AMENDMENTS HEREIN,
EACH REPRESENTATION AND WARRANTY OF SUCH CREDIT PARTY CONTAINED IN THE CREDIT
AGREEMENT OR IN ANY OTHER LOAN DOCUMENT IS TRUE AND CORRECT IN ALL MATERIAL
RESPECTS ON THE DATE HEREOF (EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND
WARRANTIES
4
RELATE SOLELY TO AN EARLIER DATE, IN WHICH CASE SUCH REPRESENTATIONS AND
WARRANTIES SHALL HAVE BEEN TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH
DATE).
3.2
CORPORATE AUTHORITY; NO CONFLICTS.
THE
EXECUTION, DELIVERY AND PERFORMANCE BY SUCH CREDIT PARTY OF THIS AMENDMENT AND
ALL DOCUMENTS, INSTRUMENTS AND AGREEMENTS CONTEMPLATED HEREIN ARE WITHIN SUCH
CREDIT PARTY'S CORPORATE OR OTHER ORGANIZATIONAL POWERS, HAVE BEEN DULY
AUTHORIZED BY NECESSARY ACTION, REQUIRE NO ACTION BY OR IN RESPECT OF, OR FILING
WITH, ANY COURT OR AGENCY OF GOVERNMENT AND DO NOT VIOLATE OR CONSTITUTE A
DEFAULT UNDER ANY PROVISION OF ANY APPLICABLE LAW OR OTHER AGREEMENTS BINDING
UPON SUCH CREDIT PARTY OR RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN UPON
ANY OF THE ASSETS OF SUCH CREDIT PARTY EXCEPT FOR LIENS PERMITTED UNDER
SECTION 7.02 OF THE CREDIT AGREEMENT.
3.3
ENFORCEABILITY.
THIS AMENDMENT CONSTITUTES
THE VALID AND BINDING OBLIGATION OF SUCH CREDIT PARTY ENFORCEABLE IN ACCORDANCE
WITH ITS TERMS, EXCEPT AS