0001047469-03-009683 Sample Contracts

CONTRIBUTION AGREEMENT

Contribution Agreement • March 21st, 2003 • Miller Douglas H • Crude petroleum & natural gas • Delaware

• Contract Type
  Contribution Agreement
• Filed
  March 21st, 2003
• Company
  Miller Douglas H
• Industry
  Crude petroleum & natural gas
• Jurisdiction
  Delaware

This Contribution Agreement (this "Agreement"), dated effective as of March 11, 2003, is made and entered into by and among Douglas H. Miller ("Miller"), T.W. Eubank ("Eubank") and EXCO Holdings Inc., a Delaware corporation (the "Company").

VOTING AGREEMENT

Voting Agreement • March 21st, 2003 • Miller Douglas H • Crude petroleum & natural gas • Texas

• Contract Type
  Voting Agreement
• Filed
  March 21st, 2003
• Company
  Miller Douglas H
• Industry
  Crude petroleum & natural gas
• Jurisdiction
  Texas

VOTING AGREEMENT (this "Agreement"), dated as of March 11, 2003, by and among EXCO Holdings Inc., a Delaware corporation ("Parent"), Douglas H. Miller and T. W. Eubank (each individually a "Stockholder" and together the "Stockholders") and, solely for the purpose of Section 7(c) of this Agreement, EXCO Resources, Inc., a Texas corporation (the "Company").

Joinder Agreement

Miller Douglas H • March 21st, 2003 • Crude petroleum & natural gas

• Company
  Miller Douglas H
• Filed
  March 21st, 2003
• Industry
  Crude petroleum & natural gas

The undersigned is executing and delivering this Joinder Agreement pursuant to Section 3(c) of the Agreement dated as of October 14, 2002 (the "Agreement"), between Douglas H. Miller and EXCO Resources, Inc., a Texas corporation (the "Company"), and agrees to be bound by the covenants and obligations of a Joinder Party, as defined in the Agreement.

STOCK PURCHASE AGREEMENT

Stock Purchase Agreement • March 21st, 2003 • Miller Douglas H • Crude petroleum & natural gas • Delaware

• Contract Type
  Stock Purchase Agreement
• Filed
  March 21st, 2003
• Company
  Miller Douglas H
• Industry
  Crude petroleum & natural gas
• Jurisdiction
  Delaware

REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of , 2003, by and among EXCO Holdings Inc., a Delaware corporation (the "Company"), Cerberus Capital Management, L.P., on behalf of one or more funds or managed accounts to be designated by it (each such fund or managed account an "Investor" and collectively the "Investors"), the institutional investors specified on the signature pages hereof (the "Institutional Investors") Douglas H. Miller, T. W. Eubank and the other management holders specified on the signature pages hereof (together with the Institutional Investors, the "Management Holders" and together with Cerberus, the "Initial Holders").