0000316300-14-000039 Sample Contracts

Re: Amendment No. 1 to Participation Agreement
Participation Agreement • July 30th, 2014 • Exco Resources Inc • Crude petroleum & natural gas

Reference is made to (i) that certain Participation Agreement (as amended from time to time, the “PA”), dated as of July 31, 2013, between EXCO Operating Company, LP, a Delaware limited partnership (“EOC”), Admiral A Holding L.P., a Delaware limited partnership (“Admiral A”), and Admiral B Holding L.P., a Delaware limited partnership (“Admiral B” and together with Admiral A, the “KKR Parties”); and (ii) that certain Farmout Agreement (as amended from time to time, the “FOA”), dated as of July 31, 2013 between EOC and Chesapeake Exploration, L.L.C (“CHK”). EOC and the KKR Parties may be referred to herein collectively as the “Parties” or individually as a “Party.” Unless otherwise noted, capitalized terms not defined herein shall have the meaning set forth in the PA.

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FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • July 30th, 2014 • Exco Resources Inc • Crude petroleum & natural gas • New York

THIS SUPPLEMENTAL INDENTURE, dated as of May 12, 2014 (this “Supplemental Indenture”), is by and among EXCO Resources, Inc., a Texas corporation (the “Company”) and EXCO Land Company, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), and Wilmington Trust Company, a Delaware trust company, as trustee (the “Trustee”).

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