0001047469-06-000928 Sample Contracts

FIFTH AMENDMENT TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • January 27th, 2006 • Exco Resources Inc • Crude petroleum & natural gas

This FIFTH AMENDMENT TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to as the "Amendment") executed as of the 15th day of December, 2005, by and among EXCO RESOURCES, INC., a Texas corporation (the "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 ("North Coast Eastern"; together with the Company, Operating and North Coast, the "Borrowers"), JPMORGAN CHASE BANK, NA (successor by merger to BANK ONE, N.A. (Illinois)), a national banking association ("JPMorgan"), each of the financial institutions which is a party hereto (as evidenced by the signature pages to this Amendment) or which may from time to time become a party hereto pursuant to the provisions of Section 28 of the Third Amended and Restated Credit Agreement or any successor or assignee thereof (hereinafter collectively referred to as "Lenders", and in

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