0001104659-07-037013 Sample Contracts

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 2, 2007 among EXCO RESOURCES, INC., as Borrower CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN...
Credit Agreement • May 8th, 2007 • Exco Resources Inc • Crude petroleum & natural gas • New York

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 2, 2007, among EXCO RESOURCES, INC., as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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FIFTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • May 8th, 2007 • Exco Resources Inc • Crude petroleum & natural gas • New York

THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of May 3, 2007 (this “Fifth Supplemental Indenture”), is by and among EXCO Resources, Inc., a Texas corporation (the “Issuer”), Southern G Holdings, LLC, a Delaware limited liability company (the “Guarantor”), and Wilmington Trust Company, as trustee (the “Trustee”).

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • May 8th, 2007 • Exco Resources Inc • Crude petroleum & natural gas • Texas

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), effective as of February 1, 2007, is entered into by and among Anadarko Petroleum Corporation, a Delaware corporation (“APC”), Anadarko E&P Company LP, a Delaware limited partnership (“AEP”), Howell Petroleum Corporation, a Delaware corporation (“Howell”), Kerr-McGee Oil & Gas Onshore LP, a Delaware limited partnership (“KMOG”), Anadarko Gathering Company, a Delaware corporation (“AGC”; APC, AEP, Howell, KMOG and AGC are collectively called “Seller”) and EXCO Resources, Inc., a Texas corporation (“Purchaser”). Each capitalized term used herein and not otherwise defined herein shall have the meaning ascribed to it in the Purchase Agreement referred to below.

FIRST AMENDMENT LETTER AGREEMENT
First Amendment Letter Agreement • May 8th, 2007 • Exco Resources Inc • Crude petroleum & natural gas

Reference is hereby made to that certain Purchase and Sale Agreement executed on February 1, 2007, and dated effective as of January 1, 2007 (the “Purchase Agreement”), by and among Anadarko Petroleum Corporation, Anadarko E&P Company LP, Howell Petroleum Corporation and Kerr-McGee Oil & Gas Onshore LP, as “Seller”, and EXCO Resources, Inc., as “Purchaser”. Notwithstanding anything contained in the Purchase Agreement to the contrary, Purchaser shall indemnify, defend, and hold harmless the Seller Indemnified Persons from and against any and all Losses, asserted against, resulting from, imposed upon, or incurred or suffered by any Seller Indemnified Person, directly or indirectly, to the extent resulting from, arising out of, or relating to any Proceedings for personal injury or death to any of the individuals identified on Schedule 1 attached hereto that arises or occurs during the time period beginning on April 16, 2007 and continuing through the Closing Date. In connection therewith,

THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • May 8th, 2007 • Exco Resources Inc • Crude petroleum & natural gas • Texas

THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), effective as of February 1, 2007, is entered into by and among Anadarko Petroleum Corporation, a Delaware corporation (“APC”), Anadarko E&P Company LP, a Delaware limited partnership (“AEP”), Howell Petroleum Corporation, a Delaware corporation (“Howell”), Kerr-McGee Oil & Gas Onshore LP, a Delaware limited partnership (“KMOG”), Anadarko Gathering Company, a Delaware corporation (“AGC”; APC, AEP, Howell, KMOG and AGC are collectively called “Seller”) and EXCO Resources, Inc., a Texas corporation (“Purchaser”). Each capitalized term used herein and not otherwise defined herein shall have the meaning ascribed to it in the Purchase Agreement referred to below.

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