0001104659-11-044301 Sample Contracts

STANDSTILL AGREEMENT
Standstill Agreement • August 5th, 2011 • Ares Corporate Opportunities Fund Lp • Crude petroleum & natural gas • New York

This STANDSTILL AGREEMENT, dated as of August 5, 2011 and effective as of the Effective Date (as defined below) (this “Agreement”), is entered into by and among Ares Management LLC (together with one or more of its funds under management, “Ares”), EXCO Resources, Inc., a Texas corporation (the “Company,” which term shall, for purposes of this Agreement, include its subsidiaries and joint ventures), and the Special Committee of the Board of Directors of the Company formed on November 3, 2010 (the “Special Committee”) (each, a “Party” and collectively, the “Parties”).

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