350,000,000 EXCO RESOURCES, INC. 71/4% Senior Notes due 2011 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 2004 • Exco Resources Inc • Crude petroleum & natural gas • New York
EXCO Resources, Inc., a Texas corporation (the "Issuer"), proposes to issue and sell to Credit Suisse First Boston LLC, Banc One Capital Markets, Inc., Banc of America Securities LLC, BNP Paribas Securities Corp., Comerica Securities, Inc., Fleet Securities, Inc., Scotia Capital (USA) Inc. and TD Securities (USA) Inc. (collectively, the "Initial Purchasers"), upon the terms set forth in a purchase agreement of even date herewith (the "Purchase Agreement"), $350,000,000 aggregate principal amount of its 71/4% Senior Notes due 2011 (the "Initial Securities") to be unconditionally guaranteed (the "Guaranties") by the Issuer's domestic subsidiaries (collectively, the "Guarantors" and, together with the Issuer, the "Company"). The Initial Securities will be issued pursuant to an Indenture, dated as of January 20, 2004 (the "Indenture") among the Issuer, the EXCO Guarantors (as defined in the Purchase Agreement) and Wilmington Trust Company (the "Trustee").
PLEDGE AGREEMENT FOR STOCKPledge Agreement for Stock • March 25th, 2004 • Exco Resources Inc • Crude petroleum & natural gas
This PLEDGE AGREEMENT FOR STOCK ("Pledge Agreement"), entered into as of the 27th day of January, 2004, by and between NORTH COAST ENERGY, INC., a Delaware corporation (the "Pledgor") and BANK ONE, NA, a national banking association having its principal office in Chicago, Illinois, in its capacity as agent (the "Agent" or "Secured Party") for the Lenders under the Credit Agreement referred to below.
AMENDED AND RESTATED PLEDGE AGREEMENT FOR STOCKPledge Agreement for Stock • March 25th, 2004 • Exco Resources Inc • Crude petroleum & natural gas
This AMENDED AND RESTATED PLEDGE AGREEMENT FOR STOCK ("Pledge Agreement"), is entered into as of the 27th day of January, 2004, by and between EXCO RESOURCES, INC., a Texas corporation (the "Pledgor") and BANK ONE, NA, a national banking association having its principal office in Chicago, Illinois, in its capacity as agent (the "Agent" or the "Secured Party") for the Lenders under the Credit Agreement referred to below.
Unconditional Guaranty AgreementUnconditional Guaranty Agreement • March 25th, 2004 • Exco Resources Inc • Crude petroleum & natural gas • Delaware
This Unconditional Guaranty Agreement (this "Agreement") is entered into as of December 9, 2003 by and between EXCO Resources, Inc., a Texas Corporation ("EXCO"), and n.v. Nuon, a Dutch company with limited liability ("Nuon"). EXCO and Nuon are hereinafter sometimes referred to individually as a "Party" and jointly as the "Parties."
PLEDGE AGREEMENT FOR PARTNERSHIP INTERESTSPledge Agreement for Partnership Interests • March 25th, 2004 • Exco Resources Inc • Crude petroleum & natural gas • Texas
This PLEDGE AGREEMENT FOR PARTNERSHIP INTERESTS ("Pledge Agreement"), entered into as of the 27th day of January, 2004, by and between EXCO INVESTMENT I, LLC, a Delaware limited liability company ("Investment I"), EXCO INVESTMENT II, LLC, a Delaware limited liability company ("Investment II"; together with Investment I, the "Pledgors") and BANK ONE, NA, CANADA BRANCH, a national banking association, in its capacity as agent (the "Agent" or "Secured Party") for the Lenders under the Credit Agreement referred to below.
ESCROW AGREEMENT among NUON ENERGY & WATER INVESTMENTS, INC. EXCO Resources, Inc. and CITIBANK, N.A. Dated as of December 9, 2003Escrow Agreement • March 25th, 2004 • Exco Resources Inc • Crude petroleum & natural gas • New York
WHEREAS, the Parties are parties to that certain Amended and Restated Agreement and Plan of Merger, dated as of December 4, 2003, among the Parties, NCE Acquisition, Inc. ("Purchaser") and North Coast Energy, Inc., (the "Merger Agreement") (terms used in this Agreement but not defined in this Agreement shall have the meaning given to such terms in the Merger Agreement); and
SECOND RESTATED UNLIMITED GUARANTYExco Resources Inc • March 25th, 2004 • Crude petroleum & natural gas • Texas
THIS SECOND RESTATED UNLIMITED GUARANTY ("Guaranty") is made as of the 27th day of January, 2004, by Guarantors (as hereinafter defined) in favor of Agent (as hereinafter defined) for the benefit of Lenders (as hereinafter defined) under the Credit Agreement referred to below.
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EXCO OPERATING, LP (A Delaware Limited Partnership)Exco Resources Inc • March 25th, 2004 • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this "Agreement") is made as of the 31st day of July, 2001, by and among EXCO Investments II, LLC, a Delaware limited liability company (the "General Partner"), and those Persons listed as Limited Partners on Exhibit A (the "Limited Partner"), and they together hereby continue a limited partnership (the "Partnership") pursuant to the Act (hereinafter defined).
PLEDGE AGREEMENT FOR STOCKPledge Agreement for Stock • March 25th, 2004 • Exco Resources Inc • Crude petroleum & natural gas
This PLEDGE AGREEMENT FOR STOCK ("the Pledge Agreement"), entered into as of the 20th day of January, 2004, by and between (i) EXCO RESOURCES, INC., a Texas corporation (the "Pledgor"), and (ii) WILMINGTON TRUST COMPANY (the "Trustee" or the "Secured Party"), as trustee for the Securityholders under the Indenture referred to below.
LIMITED LIABILITY COMPANY AGREEMENT OF EXCO INVESTMENT I, LLC (A Delaware Limited Liability Company)Limited Liability Company Agreement • March 25th, 2004 • Exco Resources Inc • Crude petroleum & natural gas • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT of EXCO Investment I, LLC, dated July 30, 2001, is hereby duly adopted as the Limited Liability Company Agreement of EXCO Investment II LLC, a Delaware limited liability company, by the Managers and the sole Member.
QuickLinks -- Click here to rapidly navigate through this documentExco Resources Inc • March 25th, 2004 • Crude petroleum & natural gas • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of January 27, 2004 (this "First Supplemental Indenture"), is by and among EXCO Resources, Inc., a Texas corporation (the "Issuer"), North Coast Energy, Inc., a Delaware corporation ("NCE"), North Coast Energy Eastern Inc., a Delaware corporation and a wholly-owned subsidiary of NCE ("NCEE") and, (together with NCE, the "NCE Guarantors"), and Wilmington Trust Company, as trustee (the "Trustee").
LIMITED LIABILITY COMPANY AGREEMENT OF EXCO INVESTMENT II, LLC (A Delaware Limited Liability Company)Limited Liability Company Agreement • March 25th, 2004 • Exco Resources Inc • Crude petroleum & natural gas • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT of EXCO Investment II, LLC, dated July 30, 2001, is hereby duly adopted as the limited liability company agreement of EXCO Investment II, LLC, a Delaware limited liability company, by the Member.
THIRD AMENDED AND RESTATED CREDIT AGREEMENT AMONG EXCO RESOURCES, INC., EXCO OPERATING, LP, NORTH COAST ENERGY, INC. AND NORTH COAST ENERGY EASTERN, INC., AS BORROWERS, AND BANK ONE, NA AND THE INSTITUTIONS NAMED HEREIN AS LENDERS, AND BANK ONE, NA,...Credit Agreement • March 25th, 2004 • Exco Resources Inc • Crude petroleum & natural gas • Texas
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to as the "Agreement") executed as of the 27th day of January, 2004, by and among EXCO RESOURCES, INC., a Texas corporation ("Company"), EXCO OPERATING, LP, a Delaware limited partnership ("Operating"), NORTH COAST ENERGY, INC., a Delaware corporation ("North Coast") and NORTH COAST ENERGY EASTERN, INC., a Delaware corporation, formerly known as Peake Energy, Inc. ("North Coast Eastern" and together with the Company, Operating and North Coast, the "Borrowers" and each individually, a "Borrower") and BANK ONE, NA, a national banking association (in its individual capacity, "Bank One"), and each of the financial institutions which is a party hereto (as evidenced by the signature pages to this Agreement) or which may from time to time become a party hereto pursuant to the provisions of Section 28 hereof or any successor or assignee thereof (hereinafter collectively referred to as "Lenders", and individually, "Lender")
350,000,000 EXCO RESOURCES, INC. 71/4% Senior Notes due 2011 PURCHASE AGREEMENTExco Resources Inc • March 25th, 2004 • Crude petroleum & natural gas • New York
Credit Suisse First Boston LLC Banc One Capital Markets, Inc. c/o Credit Suisse First Boston LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629
AMENDED AND RESTATED SUBSIDIARY GUARANTYSubsidiary Guaranty • March 25th, 2004 • Exco Resources Inc • Crude petroleum & natural gas • Texas
This AMENDED AND RESTATED SUBSIDIARY GUARANTY (this "Guaranty") is made as of the 27th day of January, 2004, by TAURUS ACQUISITION, INC., a Texas corporation, EXCO INVESTMENT I, LLC, a Delaware limited liability company and EXCO INVESTMENT II, LLC, a Delaware limited liability company (the "Subsidiary Guarantors" and each individually, a "Subsidiary Guarantor") in favor of Bank One, NA, a national banking association having its principal office in Chicago, Illinois, in its capacity as agent (the "Agent") for the Lenders under the Credit Agreement referred to below;
THIRD AMENDED AND RESTATED CREDIT AGREEMENT AMONG ADDISON ENERGY INC. AS BORROWER, AND BANK ONE, NA, CANADA BRANCH AND THE INSTITUTIONS NAMED HEREIN AS LENDERS, BANK ONE, NA, CANADA BRANCH AS ADMINISTRATIVE AGENT AND BNP PARIBAS (CANADA) AS...Credit Agreement • March 25th, 2004 • Exco Resources Inc • Crude petroleum & natural gas • Alberta
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to as the "Agreement") executed as of the 27th day of January, 2004, by and between ADDISON ENERGY INC., an Alberta, Canada corporation ("Borrower") and BANK ONE, NA, CANADA BRANCH (in its individual capacity, "Bank One"), and each of the financial institutions which is a party hereto (as evidenced by the signature pages to this Agreement) or which may from time to time become a party hereto pursuant to the provisions of Section 28 hereof or any successor or assignee thereof (hereinafter collectively referred to as "Lenders", and individually, "Lender") and Bank One, as Administrative Agent (in its capacity as Administrative Agent, "Agent"), BNP Paribas (Canada), as Syndication Agent, The Bank of Nova Scotia, as Co-Documentation Agent and The Toronto-Dominion Bank, as Co-Documentation Agent.
