1.5 Lien Note Warrant Agreement Sample Contracts

FORM OF 1.5 LIEN NOTE WARRANT AGREEMENT Dated as of March , 2017 by and between EXCO Resources, Inc. and Continental Stock Transfer & Trust Company, as Warrant Agent
1.5 Lien Note Warrant Agreement • March 15th, 2017 • Exco Resources Inc • Crude petroleum & natural gas • New York

WHEREAS, the Company and its subsidiaries are entering into certain refinancing and recapitalization transactions (the “Transactions”), including among other transactions, the issuance of $300,000,000 aggregate principal amount of its 8.0% / 11.0% 1.5 Lien Senior Secured PIK Toggle Notes due 2022 (the “Notes”) and 322,580,645 Warrants (as defined herein);

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