0001047469-08-001946 Sample Contracts

COUNTERPART AGREEMENT
Counterpart Agreement • February 29th, 2008 • Exco Resources Inc • Crude petroleum & natural gas • New York

This COUNTERPART AGREEMENT, dated February 4, 2008 (this "Counterpart Agreement") is delivered pursuant to that certain Second Amended and Restated Credit Agreement, dated as of May 2, 2007 (as it may be amended, supplemented or otherwise modified, the "Credit Agreement"; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among EXCO RESOURCES, INC., as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the LENDERS party thereto, and JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, N.A. (Illinois)), as Administrative Agent (the "Administrative Agent").

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SIXTH SUPPLEMENTAL INDENTURE
Exco Resources Inc • February 29th, 2008 • Crude petroleum & natural gas • New York

THIS SIXTH SUPPLEMENTAL INDENTURE, dated as of February 12, 2008 (this "Sixth Supplemental Indenture"), is by and among EXCO Resources, Inc., a Texas corporation (the "Issuer"), EXCO Services, Inc., a Delaware corporation (the "Guarantor"), and Wilmington Trust Company, as trustee (the "Trustee").

SIXTH SUPPLEMENTAL INDENTURE
Exco Resources Inc • February 29th, 2008 • Crude petroleum & natural gas • New York

THIS SIXTH SUPPLEMENTAL INDENTURE, dated as of February 12, 2008 (this "Sixth Supplemental Indenture"), is by and among EXCO Resources, Inc., a Texas corporation (the "Issuer"), EXCO Services, Inc., a Delaware corporation (the "Guarantor"), and Wilmington Trust Company, as trustee (the "Trustee").

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