FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

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

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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, 00 Xxxxx Xxxxx Xx., 00xx Xxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, Telecopy No.: (000) 000-0000, Attention: Xxxxxxx Xxxx, with a copy to JPMorgan Chase Bank, N.A., 2200 Xxxx Avenue, 3^rd Floor, TX1-2448, Xxxxxx, Xxxxx 00000, Telecopy No. (000) 000-0000, Attention:  Wm. Xxxx Xxxxxxx, 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 X.X. Xxxxxx 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

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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 the increase in the Aggregate Commitment allocated to any Lender, including any New Lender, that committed to less than $40,000,000 of such increase in the Aggregate Commitment, plus (ii) 0.35% on the actual allocation of the increase in the Aggregate Commitment allocated to any Lender, including any New Lender, that committed to $40,000,000 or more of such increase in the Aggregate Commitment, in each case with respect to each of the foregoing clauses (i) and (ii), respectively, to be shared pro rata among the Lenders based on their respective increases in the Commitment.

3.6          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 4.  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:

4.1          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 relate solely to an earlier date).

4.2          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 all 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.

4.3          Enforceability.  This Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as (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 5.  Miscellaneous.

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5.1          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.

5.2          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.

5.3          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.

5.4          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.  However, this Amendment shall bind no party until each Credit Party, the Lenders (or at least the required percentage thereof), and the Administrative Agent have executed a counterpart.  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.

5.5          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.

5.6          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.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties have caused this First Amendment to Second Amended and Restated Credit Agreement to be duly executed as of the date first above written.

	BORROWER:
	EXCO RESOURCES, INC.
	By:	/s/ J. Xxxxxxx Xxxxxx
	Name:  J. Xxxxxxx Xxxxxx, Ph.D.
	Title:  Vice President and Chief Financial Officer
	Address for Notices:
	EXCO Resources, Inc.
	00000 Xxxxx Xxxxx, Xxxxx 0000
	Xxxxxx, Xxxxx 00000
	Facsimile No. 000-000-0000
	Attn:		Xxxxxxx X. Xxxxxx
			Chief Executive Officer
	and
	Attn:		J. Xxxxxxx Xxxxxx
			Chief Financial Officer
	GUARANTORS:
	NORTH COAST ENERGY, INC.
	NORTH COAST ENERGY EASTERN, INC.
	POWER GAS MARKETING & TRANSMISSION, INC.
	EXCO SERVICES, INC.
	By:	/s/ J. Xxxxxxx Xxxxxx
	Name:  J. Xxxxxxx Xxxxxx, Ph.D.
	Title:		Vice President and Chief Financial Officer
			for each of the Credit Parties listed above

		JPMORGAN CHASE BANK, N.A., as a Lender and as Administrative Agent,
		By:	/s/ Wm. Xxxx Xxxxxxx
		Name:		Wm. Xxxx Xxxxxxx
		Title:		Senior Vice President

		UBS LOAN FINANCE LLC as a Lender
		By:	/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Associate Director
				Banking Products Services, US
		By:	/s/ Iga H. Disa
		Name:		Iga H. Disa
		Title:		Associate Director Banking Products Services, US

		TORONTO DOMINION (TEXAS) LLC as a Lender
		By:	/s/ Xxx Xxxxxx
		Name:		Xxx Xxxxxx
		Title:		Authorized Signatory

		CREDIT SUISSE, CAYMAN ISLANDS BRANCH as a Lender
		By:	/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Director
		By:	/s/ Xxxxxxxxxx Xxxxx
		Name:		Xxxxxxxxxx Xxxxx
		Title:		Associate

		XXXXXX BROTHERS COMMERCIAL BANK as a Lender
		By:	/s/ Xxxxxx Xxxxx
		Name:		Xxxxxx Xxxxx
		Title:		Chief Credit Officer

		BNP PARIBAS as a Lender
		By:	/s/ Xxxxx Xxxx
		Name:		Xxxxx Xxxx
		Title:		Managing Director
		By:	/s/ Xxxxxxx Xxxxxxxxx
		Name:		Xxxxxxx Xxxxxxxxx
		Title:		Vice President

		KEYBANK N.A. as a Lender
		By:	/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Senior Vice President

		XXXXXX XXXXXXX SENIOR FUNDING, INC. as a Lender
		By:	/s/ Xxxxxx Xxxxxx
		Name:		Xxxxxx Xxxxxx
		Title:		Vice President

		NATIXIS as a Lender
		By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxx
		Title:		Managing Director
		By:	/s/ Liana Tchernysheva
		Name:		Liana Tchernysheva
		Title:		Director

		ROYAL BANK OF CANADA as a Lender
		By:	/s/ Xxx X. XxXxxxxxxxx
		Name:		Xxx X. XxXxxxxxxxx
		Title:		Authorized Signatory

		THE ROYAL BANK OF SCOTLAND PLC as a Lender
		By:	/s/ Xxxx Xxxxxxx, Xx
		Name:		Xxxx Xxxxxxx, Xx
		Title:		Vice President

		SOCIETE GENERALE as a Lender
		By:	/s/ Xxxxx Robcine
		Name:		Xxxxx Robcine
		Title:		Director

		STERLING BANK as a Lender
		By:	/s/ Xxxx X. Xxxxxx
		Name:		Xxxx X. Xxxxxx
		Title:		Sterling Bank

		SUNTRUST BANK as a Lender
		By:	/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Managing Director

		UNION BANK OF CALIFORNIA, N.A. as a Lender
		By:	/s/ Xxxx Xxxx
		Name:		Xxxx Xxxx
		Title:		Vice President

		SCOTIABANC, INC. as a Lender
		By:	/s/ X. Xxxxxxxxx
		Name:		X. Xxxxxxxxx
		Title:		Director

		WACHOVIA BANK NATIONAL ASSOCIATION as a Lender
		By:	/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:		Vice President

		XXXXX FARGO BANK, N.A. as a Lender
		By:	/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Assistant Vice President

		WESTLB AG, NEW YORK BRANCH as a Lender
		By:	/s/ Xxxxxxxx X’Xxxxxx
		Name:		Xxxxxxxx X’Xxxxxx
		Title:		Director
		By:	/s/ Xxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxxx
		Title:		Exective Director

		BMO CAPITAL MARKETS FINANCING, INC. as a Lender
		By:	/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Director

		BANK OF SCOTLAND PLC as a Lender
		By:	/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Vice President

		CITIBANK, N.A. as a Lender
		By:	/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		Vice President

		ALLIED IRISH BANKS, P.L.C. as a Lender
		By:	/s/ Xxxxxx Xxxx
		Name:		Xxxxxx Xxxx
		Title:		Director
		By:	/s/ Xxxxxx X. Xxxxx
		Name:		Xxxxxx X. Xxxxx
		Title:		Senior Vice President

		DEUTSCHE BANK TRUST COMPANY AMERICAS as a Lender
		By:	/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:		Vice President
		By:	/s/ Xxxxx XxXxxxx
		Name:		Xxxxx XxXxxxx
		Title:		Director

		CALYON NEW YORK BRANCH as a Lender
		By:	/s/ Xxx Xxxxxxxx
		Name:		Xxx Xxxxxxxx
		Title:		Managing Director
		By:	/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Vice President

		U.S. BANK NATIONAL ASSOCIATION as a Lender
		By:	/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Vice President

		COMERICA BANK as a Lender
		By:	/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Vice President

		FORTIS CAPITAL CORP. as a Lender
		By:	/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Director
		By:	/s/ Xxxxxxx Xxxxxx
		Name:		Xxxxxxx Xxxxxx
		Title:		Director

		BANK OF AMERICA as a Lender
		By:	/s/ Xxxxxxx X. Xxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxx
		Title:		Managing Director

		SUMITOMO MITSUI BANKING CORPORATION as a Lender
		By:	/s/ Xxxxxxxx Xxxxxxxx
		Name:		Xxxxxxxx Xxxxxxxx
		Title:		Joint General Manager

		XXXXXXX SACHS CREDIT PARTNERS, L.P. as a Lender
		By:	/s/ Xxxxx Xxxxxxxxxx
		Name:		Xxxxx Xxxxxxxxxx
		Title:		Authorized Signatory

		By:	/s/ Xxxxxxx Xxxxxx
		Name:		Xxxxxxx Xxxxxx
		Title:		Authorized Signatory

		XXXXXX XXXXXXX BANK as a Lender
		By:	/s/ Xxxxxx Xxxxxx
		Name:		Xxxxxx Xxxxxx
		Title:		Authorized Signatory

		THE BANK OF NOVA SCOTIA as a Lender
		By:	/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Director

		COMPASS BANK as a Lender
		By:	/s/ Xxxxxxx Xxxxxxxx
		Name:		Xxxxxxx Xxxxxxxx
		Title:		Senior Vice President