EXHIBIT 2
EXCO RESOURCES INC.
0000 Xxxxxxxx Xx., Xxxxx 000, Xxxxxx, Xxxxx 00000
(000)000-0000 - FAX (000)000-0000
July 16, 1998
OCM Principal Opportunities Fund, L.P.
c/o Oaktree Capital Management, LLC
000 Xxxxx Xxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Re: Standby Purchase Commitment
Gentlemen:
EXCO Resources, Inc. ("EXCO") and OCM Principal Opportunities Fund,
L.P. ("OCM") have entered into a standby purchase agreement (the "Standby
Agreement") of even date herewith, reference to which is here made for all
purposes. Section 6(b) of the Standby Agreement provides that as a condition of
closing that there will be 1,000,000 shares subject to the standby purchase
commitment. It is anticipated that there may not be sufficient unexercised
rights to enable OCM to purchase 1,000,000 shares in the Rights Offering. This
letter, when executed as hereinafter set forth, shall constitute the agreement
of EXCO and OCM to modify and waive Section 6(b) of the Standby Agreement as
follows:
1. The minimum number of shares subject to the Standby Agreement
shall be reduced to 835,000 shares;
2. In order to reach the 1,000,000 share minimum set forth in the
Standby Agreement, OCM shall have the obligation to purchase an
additional 165,000 shares out of one-half (1/2) of any shares
which were not purchased pursuant to the Rights Offering, it
being understood that there may not be sufficient unexercised
rights to permit the purchase of the full 165,000 shares by Xxxx.
3. Except as specifically modified herein, the Standby Agreement is
here expressly ratified and confined and is in full force and
effect in accordance with all of its terms and conditions.
If the foregoing correctly sets forth your understanding of the
agreement between EXCO and OCM, please indicate your agreement and acceptance
hereof by executing two copies of this letter in the space provided for that
purpose below.
Very truly yours,
EXCO RESOURCES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Xxxxxxx X. Xxxxxx
Chairman and Chief Executive Officer
Accepted and agreed this 16th
day of July, 1998.
OCM Principal Opportunities Fund, L.P.
By: Oaktree Capital Management, LLC
Its General Partner
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Xxxxxxx X. Xxxxxx
Principal
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Xxxxxxx X. Xxxxxx
Managing Director
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