FORM OF REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT by and among EXCO HOLDINGS INC. and THE INITIAL HOLDERS SPECIFIED ON THE SIGNATURE PAGES HEREOF Dated as of , 2003Registration Rights Agreement • March 28th, 2003 • Exco Resources Inc • Crude petroleum & natural gas • Delaware
REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of , 2003, by and among EXCO Holdings Inc., a Delaware corporation (the "Company"), Cerberus Capital Management, L.P., on behalf of one or more funds or managed accounts to be designated by it (each such fund or managed account an "Investor" and collectively the "Investors"), the institutional investors specified on the signature pages hereof (the "Institutional Investors") Douglas H. Miller, T. W. Eubank and the other management holders specified on the signature pages hereof (together with the Institutional Investors, the "Management Holders" and together with Cerberus, the "Initial Holders").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 28th, 2003 • Exco Resources Inc • Crude petroleum & natural gas • Delaware
This STOCK PURCHASE AGREEMENT (the "Agreement") is made as of March 11, 2003 by and among EXCO Holdings Inc., a Delaware corporation (the "Company") and Cerberus Capital Management, L.P., a Delaware limited partnership, on behalf of one or more funds or affiliates to be designated by it (each a "Purchaser" and, collectively, the "Purchasers"). Capitalized terms used herein but not otherwise defined have the meaning set forth in Section 1.
FORM OF STOCK REPURCHASE AGREEMENT STOCK REPURCHASE AGREEMENTRepurchase Agreement Stock Repurchase Agreement • March 28th, 2003 • Exco Resources Inc • Crude petroleum & natural gas • Delaware
STOCK REPURCHASE AGREEMENT, dated as of , 2003 (the "Agreement"), by and between EXCO Holdings Inc., a Delaware corporation (the "Company") and the person listed on the signature pages hereto under the heading "Purchaser" (such person being referred to as the "Purchaser").
FORM OF STOCKHOLDERS' AGREEMENT EXCO HOLDINGS INC. STOCKHOLDERS' AGREEMENT Dated as of , 2003Stockholders' Agreement • March 28th, 2003 • Exco Resources Inc • Crude petroleum & natural gas • Delaware
This STOCKHOLDERS' AGREEMENT (this "Agreement") is made and entered into as of , 2003, by and among EXCO HOLDINGS INC., a Delaware corporation (the "Company"), the investors set forth on Schedule 1 hereto (each, a "Cerberus Investor" and collectively, the "Cerberus Investors"), the institutional investors listed on Schedule 2 hereto ("Institutional Investors") and the stockholders set forth on Schedule 3 hereto (together with the Institutional Investors, the "Other Stockholders" and together with the Cerberus Investors, the "Stockholders").
FORM OF MANAGEMENT PURCHASE AGREEMENT MANAGEMENT PURCHASE AGREEMENTPurchase Agreement Management Purchase Agreement • March 28th, 2003 • Exco Resources Inc • Crude petroleum & natural gas • Delaware
This Management Purchase Agreement, dated as of , 2003 (the "Agreement"), by and among EXCO Holdings Inc., a Delaware corporation (the "Company"), and each of the individuals or entities set forth on Schedule 1 hereto (the "Purchasers").
CONFIDENTIALITY AGREEMENT September 12, 2002Exco Resources Inc • March 28th, 2003 • Crude petroleum & natural gas
By letter dated August 6, 2002, Douglas H. Miller submitted to EXCO Resources, Inc., a Texas corporation (the "Company"), a preliminary proposal to acquire all the equity interests in the Company (the "Proposal"). Thereafter, the Company formed a Special Committee of the Board of Directors to evaluate the Proposal and to consider alternatives, and the Special Committee engaged Merrill Lynch & Co. ("Merrill Lynch") to act as its financial advisor. Mr. Miller has advised the Company that he may form a "group" (within the meaning of the Securities Exchange Act of 1934, as amended (the "1934 Act")), to further the Proposal (the "Group") and that such group may include the officers, directors, employees or shareholders of the Company. Mr. Miller has requested that the Company consent to his disclosure of Confidential Information (as defined in Section 4 below) to his Representatives (as defined in Section 1 below), including members of the Group, and possible financing sources. As a conditi
