0001104659-08-012700 Sample Contracts

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 26th, 2008 • Exco Resources Inc • Crude petroleum & natural gas

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to as the “Amendment”) dated as of February 20, 2008, by and among EXCO PARTNERS OPERATING PARTNERSHIP, LP (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors (the “Guarantors”), the LENDERS party hereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (“Administrative Agent”). Unless the context otherwise requires or unless otherwise expressly defined herein, capitalized terms used but not defined in this Amendment have the meanings assigned to such terms in the Credit Agreement (as defined below).

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ASSET PURCHASE AGREEMENT DATED AS OF DECEMBER 7, 2007, BY AND BETWEEN EOG RESOURCES, INC., EOG RESOURCES APPALACHIAN LLC AND ENERGY SEARCH, INCORPORATED AS SELLER, AND EXCO APPALACHIA, INC. AS BUYER
Asset Purchase Agreement • February 26th, 2008 • Exco Resources Inc • Crude petroleum & natural gas • Texas

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of December 7, 2007, is by and among EOG Resources, Inc., a Delaware corporation (“EOG”), EOG Resources Appalachian LLC, a Delaware limited liability company (“EOG Appalachian”), and Energy Search, Incorporated, a Tennessee corporation (“ESI”) (EOG, EOG Appalachian and ESI are hereinafter collectively referred to as “Seller”), and EXCO Appalachia, Inc., a Delaware corporation (“Buyer”).

AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 26th, 2008 • Exco Resources Inc • Crude petroleum & natural gas • Texas

THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of February 20, 2008, is entered into by and among EOG Resources, Inc., a Delaware corporation, EOG Resources Appalachian LLC, a Delaware limited liability company, and Energy Search, Incorporated, a Tennessee corporation (collectively referred to hereinafter as “Seller”), and EXCO Appalachia, Inc., a Delaware corporation (“Buyer”). Each capitalized term used and not otherwise defined herein shall have the meaning ascribed to it in the APA referred to below.

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 26th, 2008 • Exco Resources Inc • Crude petroleum & natural gas

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to as the “Amendment”) dated as of February 20, 2008, by and among EXCO RESOURCES, INC. (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors (the “Guarantors”), the LENDERS party hereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (“Administrative Agent”). Unless the context otherwise requires or unless otherwise expressly defined herein, capitalized terms used but not defined in this Amendment have the meanings assigned to such terms in the Credit Agreement (as defined below).

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