0001104659-05-007035 Sample Contracts

SECURITIES ACCOUNT CONTROL AGREEMENT [Collateral Agent]
Securities Account Control Agreement • February 16th, 2005 • Exco Resources Inc • Crude petroleum & natural gas • New York

This Securities Account Control Agreement dated as of February 10, 2005 (this “Agreement”) among EXCO RESOURCES, INC., a Texas corporation (the “Debtor”), WILMINGTON TRUST COMPANY, in its capacity as Collateral Agent (the “Secured Party”) pursuant to that certain Indenture dated January 20, 2004, among Debtor, certain subsidiaries of Debtor and Collateral Agent (as amended and in effect from time to time, the “Indenture”) and J.P. MORGAN SECURITIES INC., in its capacity as a “securities intermediary” as defined in Section 8-102 of the UCC (in such capacity, the “Securities Intermediary”). All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York.

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SECURITIES ACCOUNT CONTROL AGREEMENT [JPMorgan Chase Bank]
Securities Account Control Agreement • February 16th, 2005 • Exco Resources Inc • Crude petroleum & natural gas • New York

This Securities Account Control Agreement dated as of February 10, 2005 (this “Agreement”) among EXCO RESOURCES, INC., a Texas corporation (the “Debtor”), JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, N.A. (Illinois)), in its capacity as administrative agent (in such capacity, the “Secured Party”) pursuant to that certain Third Amended and Restated Credit Agreement dated January 27, 2004 among Debtor, EXCO Operating, LP, a Delaware limited partnership, North Coast Energy, Inc., a Delaware corporation and North Coast Energy Eastern, Inc., a Delaware corporation, the lenders from time to time a party thereto, Secured Party, BNP Paribas, as Syndication Agent, The Bank of Nova Scotia, as Co-Documentation Agent and Toronto-Dominion (Texas), as Co-Documentation Agent (as amended and in effect from time to time, the “Credit Agreement”), WILMINGTON TRUST COMPANY, in its capacity as Collateral Agent (in such capacity, “Other Secured Party”) pursuant to that certain Indenture, date

FIRST AMENDING AGREEMENT TO THE SHARE AND DEBT PURCHASE AGREEMENT
Share and Debt Purchase Agreement • February 16th, 2005 • Exco Resources Inc • Crude petroleum & natural gas
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