Saturday, Sunday Uses in Defined Terms Clause

Defined Terms from Credit Agreement

CREDIT AGREEMENT dated as of July 7, 2017 (this Agreement), among CBAC BORROWER, LLC, a Delaware limited liability company (the Borrower), the LENDERS party hereto from time to time and WELLS FARGO GAMING CAPITAL, LLC (Wells Fargo), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the Administrative Agent) and collateral agent for the Secured Parties.

Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below: ABR shall mean, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate in effect for such day plus 0.50%, (b) the Prime Rate in effect on such day and (c) the Adjusted Eurocurrency Rate for a one-month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%; provided, that for the avoidance of doubt, the Eurocurrency Rate for any day shall be based on the rate determined on such day at approximately 11:00 a.m. (London time) by reference to the ICE Benchmark Association Interest Settlement Rates (or the successor thereto if the ICE Benchmark Association is no longer making a Eurocurrency Rate available) for deposits in Dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the ICE Benchmark Association (or the successor thereto if the ICE Benchmark Association is no longer making a Eurocurrency Rate available) as an authorized vendor for the purpose of displaying such rates). Any change in such rate due to a change in the Prime Rate, the Federal Funds Rate or the Adjusted Eurocurrency Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or the Adjusted Eurocurrency Rate, as the case may be. ABR Borrowing shall mean a Borrowing comprised of ABR Loans. ABR Loan shall mean any ABR Term Loan or ABR Revolving Loan, in each case denominated in Dollars. ABR Revolving Facility Borrowing shall mean a Borrowing comprised of ABR Revolving Loans. ABR Revolving Loan shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. ABR Term Loan shall mean any Term Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. Acceptable Discount shall have the meaning assigned to such term in Section 2.11(g)(iii). Acceptance Date shall have the meaning assigned to such term in Section 2.11(g)(ii). Accepting Lender shall have the meaning assigned to such term in Section 2.11(e). Additional Mortgage shall have the meaning assigned to such term in Section 5.10(c). Adjusted Eurocurrency Rate shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum equal to the greater of (x) (a) the Eurocurrency Rate in effect for such Interest Period divided by (b) one minus the Statutory Reserves applicable to such Eurocurrency Borrowing, if any, and (y) 0.00%. Adjustment Date shall have the meaning assigned to such term in the definition of Pricing Grid. Administrative Agent shall have the meaning assigned to such term in the introductory paragraph of this Agreement. Administrative Agent Fees shall have the meaning assigned to such term in Section 2.12(c). Administrative Agents Office shall mean the Administrative Agents address and, as appropriate, account as set forth on Schedule 9.01, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders. Administrative Questionnaire shall mean an Administrative Questionnaire in a form supplied by the Administrative Agent. Affiliate shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified. Affiliate Lender shall have the meaning assigned to such term in Section 9.23(a). Agent Parties shall have the meaning assigned to such term in Section 9.17. Agents shall mean the Administrative Agent and the Collateral Agent. Agreement shall have the meaning assigned to such term in the introductory paragraph of this Agreement, as may be amended, restated, supplemented or otherwise modified from time to time. All-in Yield shall mean, as to any Loans (or other loans, if applicable), the yield thereon payable to all Lenders (or other lenders, as applicable) providing such Loans (or other loans, if applicable) or in the primary syndication thereof, as reasonably determined by the Administrative Agent in consultation with the Borrower, whether in the form of interest rate, margin, original issue discount, up-front fees, rate floors or otherwise; provided, that original issue discount and up-front fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the life of such Loans (or other loans, if applicable)); and provided, further, that All-in Yield shall not include arrangement, commitment, underwriting, structuring or similar fees (unless such fees are paid to Lenders (or other lenders) generally in syndication of such Loans (or other loans, if applicable)) and customary consent fees for an amendment paid generally to consenting lenders. Anti-Corruption Laws shall have the meaning ass

Defined Terms from Credit Agreement

CREDIT AGREEMENT dated as of July 7, 2017 (this Agreement), among CBAC BORROWER, LLC, a Delaware limited liability company (the Borrower), the LENDERS party hereto from time to time and WELLS FARGO GAMING CAPITAL, LLC (Wells Fargo), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the Administrative Agent) and collateral agent for the Secured Parties.

Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below: ABR shall mean, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate in effect for such day plus 0.50%, (b) the Prime Rate in effect on such day and (c) the Adjusted Eurocurrency Rate for a one-month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%; provided, that for the avoidance of doubt, the Eurocurrency Rate for any day shall be based on the rate determined on such day at approximately 11:00 a.m. (London time) by reference to the ICE Benchmark Association Interest Settlement Rates (or the successor thereto if the ICE Benchmark Association is no longer making a Eurocurrency Rate available) for deposits in Dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the ICE Benchmark Association (or the successor thereto if the ICE Benchmark Association is no longer making a Eurocurrency Rate available) as an authorized vendor for the purpose of displaying such rates). Any change in such rate due to a change in the Prime Rate, the Federal Funds Rate or the Adjusted Eurocurrency Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or the Adjusted Eurocurrency Rate, as the case may be. ABR Borrowing shall mean a Borrowing comprised of ABR Loans. ABR Loan shall mean any ABR Term Loan or ABR Revolving Loan, in each case denominated in Dollars. ABR Revolving Facility Borrowing shall mean a Borrowing comprised of ABR Revolving Loans. ABR Revolving Loan shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. ABR Term Loan shall mean any Term Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. Acceptable Discount shall have the meaning assigned to such term in Section 2.11(g)(iii). Acceptance Date shall have the meaning assigned to such term in Section 2.11(g)(ii). Accepting Lender shall have the meaning assigned to such term in Section 2.11(e). Additional Mortgage shall have the meaning assigned to such term in Section 5.10(c). Adjusted Eurocurrency Rate shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum equal to the greater of (x) (a) the Eurocurrency Rate in effect for such Interest Period divided by (b) one minus the Statutory Reserves applicable to such Eurocurrency Borrowing, if any, and (y) 0.00%. Adjustment Date shall have the meaning assigned to such term in the definition of Pricing Grid. Administrative Agent shall have the meaning assigned to such term in the introductory paragraph of this Agreement. Administrative Agent Fees shall have the meaning assigned to such term in Section 2.12(c). Administrative Agents Office shall mean the Administrative Agents address and, as appropriate, account as set forth on Schedule 9.01, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders. Administrative Questionnaire shall mean an Administrative Questionnaire in a form supplied by the Administrative Agent. Affiliate shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified. Affiliate Lender shall have the meaning assigned to such term in Section 9.23(a). Agent Parties shall have the meaning assigned to such term in Section 9.17. Agents shall mean the Administrative Agent and the Collateral Agent. Agreement shall have the meaning assigned to such term in the introductory paragraph of this Agreement, as may be amended, restated, supplemented or otherwise modified from time to time. All-in Yield shall mean, as to any Loans (or other loans, if applicable), the yield thereon payable to all Lenders (or other lenders, as applicable) providing such Loans (or other loans, if applicable) or in the primary syndication thereof, as reasonably determined by the Administrative Agent in consultation with the Borrower, whether in the form of interest rate, margin, original issue discount, up-front fees, rate floors or otherwise; provided, that original issue discount and up-front fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the life of such Loans (or other loans, if applicable)); and provided, further, that All-in Yield shall not include arrangement, commitment, underwriting, structuring or similar fees (unless such fees are paid to Lenders (or other lenders) generally in syndication of such Loans (or other loans, if applicable)) and customary consent fees for an amendment paid generally to consenting lenders. Anti-Corruption Laws shall have the meaning ass

Defined Terms from Amendment

FIRST LIEN CREDIT AGREEMENT dated as of October 11, 2013 (this Agreement), among (a) CAESARS ENTERTAINMENT RESORT PROPERTIES, LLC, a Delaware limited liability company (CERP LLC), (b) CAESARS ENTERTAINMENT RESORT PROPERTIES FINANCE, INC., a Delaware corporation (CERP Finance) and (c) (i) HARRAHS LAS VEGAS, LLC, a Nevada limited liability company, (ii) HARRAHS ATLANTIC CITY HOLDING, INC., a New Jersey corporation, (iii) RIO PROPERTIES, LLC, a Nevada limited liability company, (iv) FLAMINGO LAS VEGAS HOLDING, LLC, a Nevada limited liability company, (v) HARRAHS LAUGHLIN, LLC, a Nevada limited liability company and (vi) PARIS LAS VEGAS HOLDING, LLC, a Nevada limited liability company ((i) through (vi) of this clause (c), collectively the CMBS Borrowers or each, a CMBS Borrower, together with CERP LLC and CERP Finance, the Borrowers), the LENDERS party hereto from time to time and CITICORP NORTH AMERICA, INC., as administrative agent and collateral agent for the Lenders.

Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below: ABR shall mean, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate in effect for such day plus 1/2 of 1%, (b) the Prime Rate in effect on such day and (c) the Adjusted Eurocurrency Rate for a one-month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%; provided, that for the avoidance of doubt, the Eurocurrency Rate for any day shall be based on the rate determined on such day at approximately 11:00 a.m. (London time) by reference to the British Bankers Association Interest Settlement Rates (or the successor thereto if the British Bankers Association is no longer making a Eurocurrency Rate available) for deposits in Dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the British Bankers Association (or the successor thereto if the British Bankers Association is no longer making a Eurocurrency Rate available) as an authorized vendor for the purpose of displaying such rates). Any change in such rate due to a change in the Prime Rate, the Federal Funds Rate or the Adjusted Eurocurrency Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or the Adjusted Eurocurrency Rate, as the case may be. ABR Borrowing shall mean a Borrowing comprised of ABR Loans. ABR Loan shall mean any ABR Term Loan, ABR Revolving Loan or Swingline Loan. ABR Revolving Facility Borrowing shall mean a Borrowing comprised of ABR Revolving Loans. ABR Revolving Loan shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. ABR Term Loan shall mean any Term Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II. Acceptable Discount shall have the meaning assigned to such term in Section 2.11(g)(iii). Acceptance Date shall have the meaning assigned to such term in Section 2.11(g)(ii). Accepting Lender shall have the meaning assigned to such term in Section 2.11(e). Act of Terrorism shall mean an act of any person directed towards the overthrowing or influencing of any government de jure or de facto, or the inducement of fear in or the disruption of the economic system of any society, by force or by violence, including (i) the hijacking or destruction of any conveyance (including an aircraft, vessel, or vehicle), transportation infrastructure or building, (ii) the seizing or detaining, and threatening to kill, injure, or continue to detain, or the assassination of, another individual, (iii) the use of any (a) biological agent, chemical agent, or nuclear weapon or device, or (b) explosive or firearm, with intent to endanger, directly or indirectly, the safety of one or more individuals or to cause substantial damage to property and (iv) a credible threat, attempt, or conspiracy to do any of the foregoing. Additional Mortgage shall have the meaning assigned to such term in Section 5.10(c). Adjusted Eurocurrency Rate shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum equal to the greater of (x) (a) the Eurocurrency Rate in effect for such Interest Period divided by (b) one minus the Statutory Reserves applicable to such Eurocurrency Borrowing, if any, and (y) in the case of Eurocurrency Borrowings composed of Eurocurrency Term Loans, 1.00% and (z) in the case of Eurocurrency Borrowings composed of Eurocurrency Revolving Loans, 0.00%. Adjustment Date shall have the meaning assigned to such term in the definition of Pricing Grid. Administrative Agent means Citicorp North America, Inc. in its capacity as administrative agent under any of the Loan Documents, together with its successors and assigns. Administrative Agent Fees shall have the meaning assigned to such term in Section 2.12(c). Administrative Agents Office means, with respect to any currency, the Administrative Agents address and, as appropriate, account as set forth on Schedule 9.01 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify to the Borrowers and the Lenders. Administrative Questionnaire shall mean an Administrative Questionnaire in a form supplied by the Administrative Agent. Affiliate shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified. Affiliate Lender shall have the meaning assigned to such term in Section 9.23(a). Agent Parties shall have the meaning assigned to such term in Section 9.17. Agents shall mean the Administrative Agent, the Collateral Agent, the Syndication Agents and the Documentation Agents.

Defined Terms

This letter agreement (this "Agreement") constitutes the agreement among PHH Corporation, a Maryland corporation (the "Company"), EJF Capital LLC, a Delaware limited liability company ("EJF"), EJF Debt Opportunities Master Fund, L.P., a Cayman Islands limited partnership (the "Debt Fund"), and EJF Debt Opportunities GP, LLC, a Delaware general partnership (together with EJF and the Debt Fund, the "Investors"). Each of the Company and each of the Investors is individually a "Party" and collectively, they are the "Parties." Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in paragraph 11 hereof.

Defined Terms. As used in this Agreement, (a) "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and shall include Persons who become Affiliates of any Person subsequent to the date of this Agreement; provided, that "Affiliates" of a Person shall not include any entity, solely by reason of the fact that one or more of such Person's employees or principals serves as a member of its board of directors or similar governing body, unless such Person otherwise controls such entity (as the term "control" is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act); (b) "Annual Meeting" shall mean the annual meeting of stockholders of the Company, and any reference to an Annual Meeting preceded by a calendar year (e.g., "2017") shall mean the Annual Meeting to occur during such calendar year; (c) "beneficially own," "beneficially owned" and "beneficial ownership" shall have the meaning set forth in Rules 13d-3 and 13d-5(b)(l) promulgated under the Exchange Act; (d) "business day" shall mean any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed; (e) "Commitment Period" shall mean the period from the date of this Agreement until the thirtieth day prior to the deadline for submission of stockholder nominations and proposals in accordance with the By-Laws for the 2018 Annual Meeting; (f) "Company Shares" means shares of common stock of the Company, par value $0.01 per share; (g) "controlled," "controlling" and "controlled by" shall have the meanings set forth in Rule 12b-2 promulgated under the Exchange Act; (h) "Person" shall be interpreted broadly to include, among others, any individual, general or limited partnership, corporation, limited liability or unlimited liability company, joint venture, estate, trust, group, association or other entity of any kind or structure; (i) "SEC" means the United States Securities and Exchange Commission; (j) "Third Party" shall mean any Person that is not a Party or an Affiliate thereof, a member of the Board, a director or officer of the Company, or legal counsel to any Party; and (k) "Voting Securities" shall mean the Company Shares and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not subject to the passage of time or other contingencies.

Defined Terms

This letter agreement (this "Agreement") constitutes the agreement among PHH Corporation, a Maryland corporation (the "Company"), EJF Capital LLC, a Delaware limited liability company ("EJF"), EJF Debt Opportunities Master Fund, L.P., a Cayman Islands limited partnership (the "Debt Fund"), and EJF Debt Opportunities GP, LLC, a Delaware general partnership (together with EJF and the Debt Fund, the "Investors"). Each of the Company and each of the Investors is individually a "Party" and collectively, they are the "Parties." Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in paragraph 11 hereof.

Defined Terms. As used in this Agreement, (a) "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and shall include Persons who become Affiliates of any Person subsequent to the date of this Agreement; provided, that "Affiliates" of a Person shall not include any entity, solely by reason of the fact that one or more of such Person's employees or principals serves as a member of its board of directors or similar governing body, unless such Person otherwise controls such entity (as the term "control" is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act); (b) "Annual Meeting" shall mean the annual meeting of stockholders of the Company, and any reference to an Annual Meeting preceded by a calendar year (e.g., "2017") shall mean the Annual Meeting to occur during such calendar year; (c) "beneficially own," "beneficially owned" and "beneficial ownership" shall have the meaning set forth in Rules 13d-3 and 13d-5(b)(l) promulgated under the Exchange Act; (d) "business day" shall mean any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed; (e) "Commitment Period" shall mean the period from the date of this Agreement until the thirtieth day prior to the deadline for submission of stockholder nominations and proposals in accordance with the By-Laws for the 2018 Annual Meeting; (f) "Company Shares" means shares of common stock of the Company, par value $0.01 per share; (g) "controlled," "controlling" and "controlled by" shall have the meanings set forth in Rule 12b-2 promulgated under the Exchange Act; (h) "Person" shall be interpreted broadly to include, among others, any individual, general or limited partnership, corporation, limited liability or unlimited liability company, joint venture, estate, trust, group, association or other entity of any kind or structure; (i) "SEC" means the United States Securities and Exchange Commission; (j) "Third Party" shall mean any Person that is not a Party or an Affiliate thereof, a member of the Board, a director or officer of the Company, or legal counsel to any Party; and (k) "Voting Securities" shall mean the Company Shares and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not subject to the passage of time or other contingencies.

Defined Terms from Warrant Agreement

AMENDMENT FEE WARRANT AGREEMENT (this Agreement) dated as of March , 2017 by and between EXCO Resources, Inc., a Texas corporation (the Company) and Continental Stock Transfer & Trust Company, as warrant agent (the Warrant Agent).

Defined Terms. As used in this Agreement, the following terms shall have the respective meanings set forth below: 1.5 Lien Notes shall mean the Companys 8.0% / 11.0% 1.5 Lien Senior Secured PIK Toggle Notes due 2022. Affiliate shall mean, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. Aggregate Exercise Price shall mean an amount equal to the product of (a) the number of Warrant Shares in respect of which a Warrant is then being exercised pursuant to Section 3 hereof, multiplied by (b) the Exercise Price in effect as of the Exercise Date in accordance with the terms of this Agreement. Agreement shall have the meaning set forth in the preamble hereto. Beginning Date shall have the meaning set forth in Section 3.2 of this Agreement. Beneficial Ownership Limitation shall have the meaning set forth in Section 3.3(i) of this Agreement. Board shall mean the board of directors of the Company. Business Day shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the City of New York are authorized or required by law to close. Capital Stock shall mean (a) with respect to any Person that is a corporation, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (b) with respect to any other Person, any and all partnership, membership or other equity interests of such Person and (c) with respect to the Company, the shares of Common Stock. Change of Control means the occurrence of any of the following events:

Defined Terms from Warrant Agreement

COMMITMENT FEE WARRANT AGREEMENT (this Agreement) dated as of March , 2017 by and between EXCO Resources, Inc., a Texas corporation (the Company) and Continental Stock Transfer & Trust Company, as warrant agent (the Warrant Agent).

Defined Terms. As used in this Agreement, the following terms shall have the respective meanings set forth below: 1.75 Lien Term Loan means that certain Term Loan Credit Agreement effective as of the date hereof among the Company, the lenders party thereto and Wilmington Trust, National Association, as administrative agent thereunder, as the same may be amended, supplemented, modified, restated, refinanced or replaced from time to time after the date hereof. Affiliate shall mean, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. Aggregate Exercise Price shall mean an amount equal to the product of (a) the number of Warrant Shares in respect of which a Warrant is then being exercised pursuant to Section 3 hereof, multiplied by (b) the Exercise Price in effect as of the Exercise Date in accordance with the terms of this Agreement. Agreement shall have the meaning set forth in the preamble hereto. Amendment Fee Warrants means the penny warrants for shares of Common Stock issued in connection with the exchange of the Second Lien Term Loans. Beginning Date shall have the meaning set forth in Section 3.2 of this Agreement. Beneficial Ownership Limitation shall have the meaning set forth in Section 3.3(i) of this Agreement. Board shall mean the board of directors of the Company. Business Day shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the City of New York are authorized or required by law to close. Capital Stock shall mean (a) with respect to any Person that is a corporation, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (b) with respect to any other Person, any and all partnership, membership or other equity interests of such Person and (c) with respect to the Company, the shares of Common Stock. Change of Control means the occurrence of any of the following events:

Defined Terms from Warrant Agreement

COMMITMENT FEE WARRANT AGREEMENT (this Agreement) dated as of March , 2017 by and between EXCO Resources, Inc., a Texas corporation (the Company) and Continental Stock Transfer & Trust Company, as warrant agent (the Warrant Agent).

Defined Terms. As used in this Agreement, the following terms shall have the respective meanings set forth below: 1.75 Lien Term Loan means that certain Term Loan Credit Agreement effective as of the date hereof among the Company, the lenders party thereto and Wilmington Trust, National Association, as administrative agent thereunder, as the same may be amended, supplemented, modified, restated, refinanced or replaced from time to time after the date hereof. Affiliate shall mean, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. Aggregate Exercise Price shall mean an amount equal to the product of (a) the number of Warrant Shares in respect of which a Warrant is then being exercised pursuant to Section 3 hereof, multiplied by (b) the Exercise Price in effect as of the Exercise Date in accordance with the terms of this Agreement. Agreement shall have the meaning set forth in the preamble hereto. Amendment Fee Warrants means the penny warrants for shares of Common Stock issued in connection with the exchange of the Second Lien Term Loans. Beginning Date shall have the meaning set forth in Section 3.2 of this Agreement. Beneficial Ownership Limitation shall have the meaning set forth in Section 3.3(i) of this Agreement. Board shall mean the board of directors of the Company. Business Day shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the City of New York are authorized or required by law to close. Capital Stock shall mean (a) with respect to any Person that is a corporation, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (b) with respect to any other Person, any and all partnership, membership or other equity interests of such Person and (c) with respect to the Company, the shares of Common Stock. Change of Control means the occurrence of any of the following events:

Defined Terms from Warrant Agreement

AMENDMENT FEE WARRANT AGREEMENT (this Agreement) dated as of March , 2017 by and between EXCO Resources, Inc., a Texas corporation (the Company) and Continental Stock Transfer & Trust Company, as warrant agent (the Warrant Agent).

Defined Terms. As used in this Agreement, the following terms shall have the respective meanings set forth below: 1.5 Lien Notes shall mean the Companys 8.0% / 11.0% 1.5 Lien Senior Secured PIK Toggle Notes due 2022. Affiliate shall mean, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. Aggregate Exercise Price shall mean an amount equal to the product of (a) the number of Warrant Shares in respect of which a Warrant is then being exercised pursuant to Section 3 hereof, multiplied by (b) the Exercise Price in effect as of the Exercise Date in accordance with the terms of this Agreement. Agreement shall have the meaning set forth in the preamble hereto. Beginning Date shall have the meaning set forth in Section 3.2 of this Agreement. Beneficial Ownership Limitation shall have the meaning set forth in Section 3.3(i) of this Agreement. Board shall mean the board of directors of the Company. Business Day shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the City of New York are authorized or required by law to close. Capital Stock shall mean (a) with respect to any Person that is a corporation, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (b) with respect to any other Person, any and all partnership, membership or other equity interests of such Person and (c) with respect to the Company, the shares of Common Stock. Change of Control means the occurrence of any of the following events:

Defined Terms from Warrant Agreement

Defined Terms. As used in this Agreement, the following terms shall have the respective meanings set forth below: 1.75 Lien Term Loan means that certain Term Loan Credit Agreement effective as of the date hereof among the Company, the lenders party thereto and Wilmington Trust, National Association, as administrative agent thereunder, as the same may be amended, supplemented, modified, restated, refinanced or replaced from time to time after the date hereof. Affiliate shall mean, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. Aggregate Exercise Price shall mean an amount equal to the product of (a) the number of Warrant Shares in respect of which a Warrant is then being exercised pursuant to Section 3 hereof, multiplied by (b) the Exercise Price in effect as of the Exercise Date in accordance with the terms of this Agreement. Agreement shall have the meaning set forth in the preamble hereto. Amendment Fee Warrants means the penny warrants for shares of Common Stock issued in connection with the exchange of the Second Lien Term Loans. Beginning Date shall have the meaning set forth in Section 3.2 of this Agreement. Beneficial Ownership Limitation shall have the meaning set forth in Section 3.3(i) of this Agreement. Board shall mean the board of directors of the Company. Business Day shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the City of New York are authorized or required by law to close. Capital Stock shall mean (a) with respect to any Person that is a corporation, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (b) with respect to any other Person, any and all partnership, membership or other equity interests of such Person and (c) with respect to the Company, the shares of Common Stock. Change of Control means the occurrence of any of the following events: