8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 15, 2017

EXCO RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Texas	001-32743	74-1492779
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

12377 Merit Drive Suite 1700 Dallas, Texas	75251
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (214) 368-2084

Not Applicable.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Forbearance Agreements

On December 19, 2017, and with respect to the RBL Forbearance Agreement (as defined below), December 20, 2017, EXCO Resources, Inc. (the “Company”) and certain subsidiaries of the Company (the “Guarantors” and, together with the Company, the “Obligors”) entered into a series of forbearance agreements with:

• certain holders (the “Supporting Holders”) of approximately $275.0 million in aggregate principal amount (representing approximately 87% of the outstanding principal amount) of the Company’s 8.0 % / 11.0 % 1.5 Lien Senior Secured PIK Toggle Notes due 2022 (the “Senior Secured Notes”) issued pursuant to the Indenture (as amended, supplemented, or modified from time to time, the “Indenture”), dated as of March 15, 2017, by and among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral trustee (the “1.5L Forbearance Agreement”);

• certain lenders (the “1.75L Supporting Lenders”) of approximately $546.8 million in aggregate principal amount (representing approximately 81% of the outstanding principal amount) of the term loans under the Company’s 1.75 Lien Term Loan Facility, pursuant to that certain Credit Agreement (as amended, supplemented, or modified from time to time, the “1.75L Credit Agreement”), dated March 15, 2017, by and among the Company, the guarantors party thereto and Wilmington Trust, National Association as administrative agent and collateral trustee (the “1.75L Forbearance Agreement”); and

• the majority lenders and the administrative agent (the “RBL Supporting Lenders” and together with the Supporting Holders and the 1.75L Supporting Lenders, the “Forbearing Parties”) under the Company’s Senior Secured Reserve-Based Revolving Credit Agreement (as amended, supplemented, or modified from time to time, the “RBL Credit Agreement” and, together with the Indenture and the 1.75L Credit Agreement, the “Debt Instruments”), dated July 31, 2013, by and among the Company, the guarantors party thereto and JPMorgan Chase Bank, N.A. as administrative agent (the “RBL Forbearance Agreement” and together with the 1.5L Forbearance Agreement and the 1.75L Forbearance Agreement, the “Forbearance Agreements”).

Pursuant to the Forbearance Agreements, the Forbearing Parties have agreed to forbear from exercising their rights and remedies under the Debt Instruments or the related security documents until the earlier of (a) 11:59 p.m. New York City time on January 15, 2018 and (b) the date the Forbearance Agreements otherwise terminate in accordance with the terms therein, with respect to certain anticipated events of default arising under the Debt Instruments as a result of the Company’s failure to pay interest due on the 1.75 Lien Credit Agreement on December 20, 2017, its anticipated failure to pay interest on its second lien term loan due on December 29, 2017 and certain covenant defaults under the RBL Credit Agreement. Pursuant to the 1.5L Forbearance Agreement, the Supporting Holders have agreed to not deliver any notice or instruction in respect of the exercise any of the rights and remedies under the Indenture or the related security documents with respect to such defaults. The Supporting Holders have also agreed to not transfer any ownership in the Senior Secured Notes held by any of the Supporting Holders during the Forbearance Period other than to potential transferees currently parties to or who agree in writing to be bound by the 1.5L Forbearance Agreement and agreed, in their capacity as holders of the Company’s common stock, to waive any breach of the registration rights agreement entered into in connection with the issuance of the Senior Secured Notes arising out the Company’s failure to maintain an effective resale registration statement. In connection with the RBL Forbearance Agreement, the Company has agreed to pay certain fees to the lenders.

The foregoing description of the Forbearance Agreements is a summary only and is qualified in its entirety by reference to the complete text of the (i) the 1.5L Forbearance Agreement, attached as Exhibit 10.1 hereto, (ii) the 1.75L Forbearance Agreement, attached as Exhibit 10.2 hereto and (iii) the RBL Forbearance Agreement attached as Exhibit 10.3 herein, each incorporated herein by reference.

DIP Commitment Letter

On December 20, 2017, the Company entered into a commitment letter for $250 million of senior secured debtor-in-possession facilities in connection with a potential filing of voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code.    

Item 7.01. Regulation FD Disclosure.

On December 21, 2017, the Company issued a press release announcing the Forbearance Agreements and the receipt of the debtor-in-possession financing commitment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

No decision by the Obligors to file a petition under Chapter 11 of the U.S. Bankruptcy Code has been made at this time. The Forbearance Agreements are intended to provide the Obligors an opportunity to negotiate a restructuring transaction and the debtor-in-possession financing commitment is intended to provide the Company with necessary liquidity should the Company file a Chapter 11 proceeding. The Company is negotiating the terms of a restructuring with the Forbearing Parties. Until any definitive agreements are negotiated in their entirety and executed, and the transactions contemplated thereby are consummated, there can be no assurance that any restructuring transaction will be completed by the end of the Forbearance Period or at all. The Company may file a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code if the Company is unable to negotiate and implement a restructuring before the end of the Forbearance Period or if any negotiated restructuring requires implementation through a Chapter 11 proceeding.

The information included in this Current Report on Form 8-K under Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that Section, unless the registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

Item 8.01. Other Events.

Resignation and Appointment of Trustee: Unsecured Notes

On December 15, 2017, Wilmington Trust Company (the “Resigning Trustee”), resigned as Trustee under the Indenture relating to its 7.500% Senior Notes due 2018 and its 8.500% Senior Notes due 2022.

The Company entered into an Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated December 15, 2017 and effective as of December 30, 2017 (the “Effective Date”), with the Resigning Trustee and Wilmington Savings Fund Society, FSB (the “Successor Trustee”). The Instrument of Resignation provides that, effective as of the Effective Date, (1) the Resigning Trustee assigns, transfers, delivers and confirms to the Successor Trustee all of its rights, title, interest under the Indenture and all of its rights, title, interests, capacities, privileges, duties and responsibilities as Trustee and security registrar under the Indenture; (2) the Company accepts the resignation of the Resigning Trustee as Trustee and security registrar under the Indenture and appoints the Successor Trustee as Trustee and security registrar under the Indenture; and (3) the Successor Trustee accepts its appointment as successor Trustee and security registrar, and shall be vested with all of the rights, title, interests, capacities, privileges, duties and responsibilities of the Trustee and security registrar under the Indenture.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the text of the Instrument of Resignation, which is filed as Exhibit 4.1 hereto, and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

The exhibits listed below are filed herewith.

(d) Exhibits.

EXHIBIT NUMBER	EXHIBIT DESCRIPTION
4.1	Instrument of Resignation, Appointment and Acceptance, dated as of December 15, 2017, by and among EXCO Resources, Inc., Wilmington Trust, National Association and Wilmington Savings Fund Society, FSB.
10.1	Forbearance Agreement, dated as of December 19, 2017, by and among the Company, the subsidiary guarantors party thereto, and the Supporting Holders.
10.2	Forbearance Agreement, dated as of December 19, 2017, by and among the Company, the subsidiary guarantors party thereto, and the 1.75L Supporting Lenders.
10.3	Forbearance Agreement, dated as of December  20, 2017, by and among the Company, the subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the RBL Supporting Lenders.
99.1	Press release, dated December 21, 2017, issued by EXCO Resources, Inc.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	EXCO RESOURCES, INC.
Date: December 21, 2017	By:	/s/ Heather L. Lamparter
	Name:	Heather L. Lamparter
	Title:	Vice President, General Counsel and Secretary

EX-4.1

Exhibit 4.1

INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE

This INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Instrument”), dated and effective as of December 15, 2017, by and among EXCO Resources, Inc., (the “Issuer”), Wilmington Trust Company, a Delaware trust company and having its corporate trust office at 1100 North Market Street, Wilmington, Delaware 19890 (the “Resigning Trustee”) and Wilmington Savings Fund Society FSB, a federal savings bank duly organized and existing under the laws of the United States of America (the “Successor Trustee”). Except as otherwise expressly provided or unless the context otherwise requires, all capitalized terms used herein which are defined in the Indenture shall have the meaning assigned to them in the Indenture.

WITNESSETH

WHEREAS, on September 15, 2010, the Issuer executed an Indenture (as amended, amended and restated, modified and supplemented from time to time, the “Indenture”) providing for the issuance from First Supplemental Indenture dated September 15, 2010 of the 7.500% Senior Notes due 2018 (the “2018 Notes”) and issuance from Third Supplemental Indenture dated April 16, 2014 of the 8.500% Senior Notes due 2022 (the “2022 Notes”, and together with the 2018 Notes, the “Securities”);

WHEREAS, the Resigning Trustee has been acting as Trustee, Security Registrar, Paying Agent and custodian for the Depositary (herein referred to as “Custodian”) under the Indenture;

WHEREAS, Section 610 of the Indenture provides that under certain conditions the Resigning Trustee may resign at any time and the Issuer may remove the Trustee at any time;

WHEREAS, Section 610 of the Indenture further provides that no resignation or removal of the Trustee shall be effective, and no appointment of a successor Trustee shall become effective until the acceptance of appointment by a Successor Trustee pursuant to Section 611;

WHEREAS, Section 611 of the Indenture provides that the successor Trustee shall be qualified under the provisions of Section 609 of the Indenture;

WHEREAS, Section 611 of the Indenture further provides that any successor Trustee appointed under the Indenture shall execute, acknowledge and deliver to the Issuer and to the Resigning Trustee an instrument accepting such appointment, thereupon the resignation or removal of the Resigning Trustee shall become effective and the Successor Trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, trusts and duties of the Resigning Trustee;

WHEREAS, the Resigning Trustee wishes to resign as Trustee, Security Registrar, Paying Agent and Custodian with respect to the Securities under the Indenture, and the Issuer wishes to appoint

the Successor Trustee to succeed the Resigning Trustee as Trustee, Security Registrar, Paying Agent and Custodian with respect to the Securities under the Indenture; and

WHEREAS, the Successor Trustee is willing to accept such appointment as successor Trustee, Security Registrar, Paying Agent and Custodian with respect to the Securities under the Indenture.

NOW, THEREFORE, pursuant to the Indenture and in consideration of the covenants herein contained, it is agreed as follows (words and phrases not otherwise defined in this Instrument having the definitions given thereto in the Indenture):

1. Pursuant to the terms of the Indenture, the Resigning Trustee hereby notifies the Issuer that the Resigning Trustee has resigned as Trustee under the Indenture effective as of December 15, 2017 (the “Effective Date”); it being understood and agreed that this Instrument shall be deemed to constitute written notice to the Issuer of such resignation in accordance with Section 610 of the Indenture. The resignation, appointment and acceptance of the Security Registrar, Paying Agent and Custodian effected hereby shall be effective as of the opening of business on December 30, 2017. The parties hereto hereby acknowledge and agree that as of the Effective Date (and with respect to the roles of Security Registrar, Paying Agent and Custodian, December 30, 2017) any and all references to the Trustee, Security Registrar, Paying Agent or Custodian in the Indenture shall hereby mean the Successor Trustee and its permitted successors and assigns.

2. Effective as of the Effective Date, and subject to the payment of all fees and expenses owing to the Resigning Trustee (including the fees and expenses of its legal counsel) the Resigning Trustee hereby assigns, transfers, delivers and confirms to the Successor Trustee all of its rights, title, interest under the Indenture and all of its rights, title, interests, capacities, privileges and duties as Trustee, Security Registrar, Paying Agent and Custodian under the Indenture.

3. The Resigning Trustee agrees (at the Issuer’s expense) to execute and deliver such further instruments and shall take such further actions as the Successor Trustee or the Issuer may reasonably request so as to more fully and certainly vest and confirm in the Successor Trustee all of the rights, title, interests, capacities, privileges and duties hereby assigned, transferred, delivered and confirmed to the Successor Trustee.

4. Effective as of the Effective Date, the Issuer hereby accepts the Resigning Trustee’s resignation and the Issuer appoints the Successor Trustee as successor Trustee under the Indenture; and the Issuer confirms to the Successor Trustee all of the rights, title, interest, capacities, privileges and duties of the Trustee, Security Registrar, Paying Agent and Custodian under the Indenture.

5. The Issuer agrees (at its own expense) to execute and deliver such further instruments and to take such further action as the Successor Trustee may reasonably request so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, title, interests, capacities, privileges and duties hereby assigned, transferred, delivered and confirmed to the Successor Trustee.

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6. Effective as of the Effective Date, the Successor Trustee hereby accepts its appointment as successor Trustee under the Indenture and shall be vested with all of the rights, title, interests, capacities, privileges, duties and responsibilities of the Trustee, Security Registrar, Paying Agent and Custodian under the Indenture.

7. The Successor Trustee hereby represents that it is qualified and eligible under the provisions of Section 609 of the Indenture to be appointed successor Trustee and hereby accepts the appointment as successor Trustee and agrees that upon the signing of this Instrument it shall become vested with all the rights, title, interest, capacities, privileges and duties of the Resigning Trustee with like effect as if originally named as Trustee, Security Registrar, Paying Agent and Custodian under the Indenture.

8. The Successor Trustee shall cause notice of the removal, appointment and acceptance, substantially in the form of Exhibit A hereto, to be given to the Holders of the Securities in accordance with the provisions of the Indenture.

9. Effective as of the Effective Date, the Successor Trustee shall serve as Trustee, Security Registrar, Paying Agent and Custodian as set forth in the Indenture at its principal corporate trust office in Wilmington, Delaware or such other address as may be specified, where notices and demands to or upon the Issuer in respect of the Securities may be served.

10. Prior to the Effective Date, the Resigning Trustee shall deliver to the Successor Trustee the items listed on Exhibit B hereto, to the extent these items are in the possession of the Resigning Trustee.

11. The Resigning Trustee hereby represents and warrants to the Successor Trustee that:

a) As of the Effective Date, the Resigning Trustee holds no moneys in any fund or account established by it as Trustee under the Indenture.

b) The Outstanding principal amount of the 2018 Notes is $131,576,000, and the Outstanding principal amount of the 2022 Notes is $70,169,000.

c) Interest on the 2018 Notes has been paid through and including September 14, 2017, and interest on the 2022 Notes has been paid through and including October 14, 2017.

12. The Issuer hereby represents and warrants to the Successor Trustee that:

a) It is duly authorized to accept the resignation of the Resigning Trustee as the Trustee and appoint the Successor Trustee as the Trustee.

b) Except with respect to the defaults listed on Exhibit C hereto, no event has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default under the Indenture.

c) No covenant or condition contained in the Indenture has been waived by the Issuer or to the best of its knowledge by the holders of the percentage in aggregate principal amount of either series of Securities required by the Indenture to effect any such waiver.

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d) Except for the supplemental indentures executed prior to the date hereof, each of which is listed on Exhibit B hereto, the Issuer has entered into no other supplement or amendment to the Indenture or any other document executed by the Issuer in connection with the Securities.

13. Each of the parties hereto hereby represents and warrants for itself that as of the date hereof, and the Effective Date:

a) it has power and authority to execute and deliver this Instrument and to perform its obligations hereunder, and all such action has been duly and validly authorized by all necessary proceedings on its part; and

b) this Instrument has been duly authorized, executed and delivered by it, and constitutes a legal, valid and binding agreement enforceable against it in accordance with its terms, except as the enforceability of this Instrument may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditor’s rights or by general principles of equity limiting the availability of equitable remedies.

14. The parties hereto agree that this Instrument does not constitute an assumption by the Successor Trustee of any liability of the Resigning Trustee arising out of any actions or inaction by the Resigning Trustee under the Indenture.

15. Notwithstanding the resignation of Resigning Trustee effected hereby, the Issuer shall remain obligated under Section 607 of the Indenture to compensate, reimburse and indemnify Resigning Trustee for its prior trusteeship under the Indenture, but only to the extent provided under the Indenture. This Instrument does not constitute a waiver or assignment by the Resigning Trustee of any compensation, reimbursement, expenses, liens or indemnity to which it is or may be entitled pursuant to the Indenture and which shall remain and survive the termination of the Indenture.

16. This Instrument does not constitute an assumption by Resigning Trustee of, and Resigning Trustee shall not be liable for, any liability arising out of any actions or omissions by Successor Trustee occurring after the applicable effectiveness of its appointment as Trustee, Security Registrar, Paying Agent and Custodian hereunder.

17. Promptly after the Effective Date of this Instrument, the Successor Trustee shall notify The Depository Trust Company (“DTC”) of the succession set forth in this Instrument. Both the Resigning Trustee and the Successor Trustee agree to take such other actions as may be reasonably necessary to cause DTC to recognize the succession set forth in this Instrument.

18. The parties hereto agree that as of the Effective Date, all references to the Resigning Trustee as Trustee in the Indenture shall be deemed to refer to the Successor Trustee. From and after the Effective Date, all notices or payments which were required by the terms of the Indenture and Securities to be given or paid to the Resigning Trustee, as Trustee, Security Registrar,

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Paying Agent and Custodian shall be given or paid to: Wilmington Savings Fund Society, FSB, 500 Delaware Avenue, Wilmington, DE 19801, Attention: Patrick J. Healy.

19. This Instrument shall be governed by and construed in accordance with the laws of the State of New York.

20. This Instrument may be executed in any number of counterparts, including by PDF or facsimile, each of which shall be an original, but which counterparts, shall together constitute but one and the same instrument.

21. This Instrument shall be binding upon and inure to the benefit of the Issuer, the Resigning Trustee and the Successor Trustee and their respective successors and assigns.

22. The reasonable fees, costs and expenses incurred by Resigning Trustee and its counsel in connection with the negotiation, drafting, execution, and implementation of this Instrument shall be paid by the Issuer on or prior to the Effective Date. The reasonable fees, costs and expenses incurred by Successor Trustee and its counsel in connection with the negotiation, drafting, execution, and implementation of this Instrument shall be paid by the Issuer on or prior to the Effective Date.

23. In the event that any provision of this Instrument, or the application of such provision to any person or set of circumstances, shall be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Instrument, and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be affected and shall continue to be valid and enforceable to the fullest extent permitted by law.

24. No amendment shall be made to this Agreement without the written consent of all parties hereto.

25. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HEREBY AGREES TO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY WITH RESPECT TO ANY MATTER WHATSOEVER ARISING OUT OF OR RELATING TO THIS INSTRUMENT.

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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed and attested by their duly authorized officers, all as of the date and year first above written.

EXCO RESOURCES, INC.
By:	/s/ Tyler Farquharson
	Tyler Farquharson
	Vice President, Chief Financial Officer and Secretary
WILMINGTON TRUST COMPANY, as Resigning Trustee
By:	/s/ W. Thomas Morris, II
	W. Thomas Morris, II
	Vice President
WILMINGTON SAVINGS FUND SOCIETY, FSB, as Successor Trustee
By:	/s/ Patrick J. Healy
	Patrick J. Healy
	Senior Vice President

[Signature Page to Instrument of Resignation, Appointment and Acceptance]

Exhibit A

[Successor Trustee Letterhead]

To the Holders of EXCO Resources, Inc., a Texas corporation (the “Issuer”), 7.500% Senior Notes due 2018, CUSIP No. 269279AD7¹ (the “2018 Notes”) and 8.500% Senior Notes due 2022, CUSIP No. 269279AE5 (the “2022 Notes” and together with the 2018 Notes, the “Securities”).

THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE BENEFICIAL OWNERS OF THE SUBJECT SECURITIES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE RETRANSMITTAL TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER.

Reference is made to that certain Indenture dated as of September 15, 2010 (as amended, amended and restated, modified and supplemented from time to time, the “Indenture”), between the Issuer and Wilmington Trust Company (“Wilmington Trust”), as Trustee. Capitalized terms used and not defined herein have the meanings assigned to such terms in the Indenture.

NOTICE IS HEREBY GIVEN that pursuant to Section 610 of the Indenture, Wilmington Trust has resigned as Trustee, Security Registrar, Paying Agent and custodian for the Depositary under the Indenture (the “Resigning Trustee”). Pursuant to the Indenture, the Issuer has appointed Wilmington Savings Fund Society, FSB (“WSFS”) as successor Trustee, Security Registrar, Paying Agent and custodian for the Depositary under the Indenture, which appointment has been accepted and has become effective as of [●], 201[7].

The address of the Corporate Trust Office of WSFS is:

Wilmington Savings Fund Society, FSB

500 Delaware Avenue

Wilmington, Delaware 19801

Attention: Patrick J. Healy

Dated: December [●], 2017

WILMINGTON SAVINGS FUND SOCIETY, FSB, as Successor Trustee
By:
	Patrick J. Healy
	Senior Vice President

¹  The CUSIP numbers herein are included solely for the convenience of the recipients of this Notice. Neither the Successor Trustee or Resigning Trustee is responsible for the selection or use of the CUSIP numbers or for the accuracy of CUSIP numbers printed on the Securities or indicated in this Notice.

A-1

Exhibit B

Documents to be provided by Resigning Trustee to Successor Trustee

Indenture dated as of September 15, 2010

First Supplemental Indenture dated as of September 15, 2010

Second Supplemental Indenture dated as of February 12, 2013

Third Supplemental Indenture dated as of April 16, 2014

Fourth Supplemental Indenture dated as of May 12, 2014

Fifth Supplemental Indenture dated as of November 24, 2015

Sixth Supplemental Indenture dated as of August 9, 2016

Seventh Supplemental Indenture dated as of September 2, 2016

B-1

Exhibit C

None.

C-1

EX-10.1

Exhibit 10.1

FORBEARANCE AGREEMENT

This FORBEARANCE AGREEMENT (this “Agreement”), dated as of December 19, 2017 (the “Effective Date”), is entered into by and among EXCO Resources, Inc., a Texas corporation (the “Issuer”), the Subsidiaries of the Issuer that are parties hereto (the “Guarantors”) and the Holders (as defined below) that are parties hereto.

PRELIMINARY STATEMENT

WHEREAS, the Holders party hereto hold certain of those 8.0% / 11.0% 1.5 Lien Senior Secured PIK Toggle Notes due 2022 that are issued by the Issuer and governed by that certain Indenture dated as of March 15, 2017 by and among the Issuer, the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and collateral trustee (in such capacity, the “Collateral Trustee”) thereunder (such Indenture, as amended, supplemented, amended and restated or otherwise modified from time to time, the “Indenture”; such Notes, as amended, supplemented, amended and restated or otherwise modified from time to time, the “Senior Secured Notes”; and the holders of such Senior Secured Notes, the “Holders”), which Senior Secured Notes are secured by liens on the Collateral pursuant to the Security Instruments;

WHEREAS, the Holders party hereto hold certain shares of common stock, par value $0.001 per share of the Issuer (the “Common Shares”) either issued as payment of interest on the Senior Secured Notes or issuable upon the exercise of the warrants issued to the Holders on the date of the Indenture (the “Warrants” and such Common Shares held by the Holders together with any Common Shares underlying the Warrants, the “Registrable Securities”);

WHEREAS, the Holders party hereto and the Issuer entered into that certain Registration Rights Agreement (the “Registration Rights Agreement”), dated March 15, 2017, which required the Issuer to register the Registrable Securities for resale under the U.S. Securities Act of 1933;

WHEREAS, pursuant to Section 2.01 of the Registration Rights Agreement, the Issuer was required to cause a registration statement to become effective with respect to the Registrable Securities;

WHEREAS, the Issuer has asked the Holders to (i) forbear from exercising, and directing the Trustee and/or the Collateral Trustee or otherwise taking any action to cause any other Holders to exercise, certain rights and remedies in respect of the Indenture, the Senior Secured Notes and the Security Instruments with respect to the Anticipated Defaults (as hereinafter defined), including with respect to any Collateral and (ii) to waive any breach of the Registration Rights Agreement resulting from the Issuer’s failure to cause a registration statement to become effective with respect to the Registrable Securities held by the Holders; and

WHEREAS, upon the terms and conditions contained herein, the Holders party hereto are prepared to (i) forbear from exercising the rights and remedies, and directing the Trustee and/or the Collateral Trustee or otherwise taking any action to cause any other Holders to exercise any rights and remedies, available to them at law, in equity or by agreement as a result of such

Anticipated Defaults upon the terms set forth herein, without waiving any of their other rights or remedies and (ii) forbear from exercising any remedies under the Registration Rights Agreement with respect to any breach thereof caused by the Issuer’s failure to cause an effective registration statement with respect to the Registrable Securities held by the Holders to become effective.

NOW, THEREFORE, in consideration of the premises and the mutual covenants, representations and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

AGREEMENT

Section 1. Definitions. Capitalized terms used herein but not defined herein shall have the meanings given to them in the Indenture, the Senior Secured Notes, and the Registration Rights Agreement, as the context may require.

Section 2. Acknowledgments by the Issuer. The Issuer acknowledges and agrees as follows:

(a)(i) Anticipated Defaults. Certain defaults, Defaults or Events of Default may have arisen on or prior to the date hereof and/or may arise on or prior to the Forbearance Termination Date (as defined below) under the Indenture, including, without limitation, (i) the Default under Section 5.01(e)(1) of the Indenture as a result of the failure of the Issuer to make the interest payment otherwise due under the 1.75 Lien Credit Agreement on December 20, 2017, (ii) the Default under 5.01(e)(1) of the Indenture as a result of the failure of the Issuer to make the interest payment otherwise due under the Second Lien Credit Agreement on December 29, 2017, and (iii) the Default under 5.01(e)(2) of the Indenture as a result of the failure of the Issuer to comply with certain affirmative covenants under the First Lien RBL Credit Agreement during the Forbearance Period (as defined below). The Issuer anticipates that these defaults, as applicable, will constitute an Event of Default under Sections 5.01(e)(1) and 5.01(e)(2) of the Indenture.

(a)(ii) Breaches of Registration Rights Agreement. Certain breaches may have arisen on or prior to the date hereof and/or may arise on or prior to the Forbearance Termination Date under the Registration Rights Agreement, including, without limitation, the failure by the Issuer, pursuant to Section 2.01 of the Registration Rights Agreement, to cause a registration statement on Form S-3 registering the Registrable Securities to be declared effective by the Securities and Exchange Commission by December 11, 2017.

The breaches, defaults, Defaults and Events of Default described in the foregoing paragraphs are referred to herein as the “Anticipated Defaults”.

(b) Acknowledgment of Indebtedness. The Issuer agrees that (i) as of December 19, 2017, the Issuer is indebted to the Holders in the aggregate principal amount of $316,958,340 under the Senior Secured Notes; (ii) all such amounts remain outstanding and unpaid without setoff, counterclaim or defenses; and (iii) all such amounts are subject to increase or other adjustment as a result of any and all interest thereon in accordance with the Indenture and the Senior Secured Notes.

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(c) Reservation of Rights. Except for the rights, powers and remedies which the Trustee, the Collateral Trustee and the Holders agree to forbear from exercising during the Forbearance Period pursuant to Section 3 below, the Issuer and each Guarantor acknowledges and agrees that the Holders party hereto hereby reserve all rights, powers and remedies under the Indenture, the Security Instruments and the Senior Secured Notes and applicable law in connection with any violation or noncompliance by the Issuer or any Guarantor with the terms of the Indenture, the Security Instruments and the Senior Secured Notes.

Section 3. Forbearance by the Holders Party Hereto.

(a) Forbearance Period. At the request of the Issuer, the Holders party hereto hereby agree to forbear from the exercise of their rights and remedies, whether at law (including, without limitation, any such rights and remedies arising in equity, by agreement, or any such rights and remedies arising under Sections 5.02, 5.07 and 5.08 of the Indenture) or otherwise, available to the Trustee and/or the Holders as a result of the Anticipated Defaults until 11:59 pm New York City time on January 15, 2018 (the “Forbearance Termination Date” and the period beginning on the Effective Date and terminating on the Forbearance Termination Date being hereinafter referred to as the “Forbearance Period”), provided, however, that the Forbearance Period shall immediately terminate if the Issuer or any of its affiliates (i) declare an intention or take any action in furtherance of making any payment on account of (x) the Second Lien Credit Agreement or (y) the Existing Unsecured Notes, or (ii) makes any such payment referenced in (x) or (y) of this paragraph.

(b) Request to Trustee and Collateral Trustee. The Holders party hereto hereby agree to request, and hereby do request, (i) that the Trustee rescind any acceleration hereafter made at the request of any Holder of Senior Secured Notes not a party to this Agreement, in accordance with Section 5.02 of the Indenture, of the amounts outstanding under the Indenture and the Senior Secured Notes that may be declared by the Trustee as a result of any Anticipated Default occurring or continuing during the Forbearance Period and (ii) that the Collateral Trustee rescind any foreclosure or other enforcement of any or all of the liens on the Collateral securing the Senior Secured Notes, or any enforcement of any of the terms of the Security Instruments, in accordance with Section 5.03 of the Indenture as a result of any Anticipated Default occurring or continuing during the Forbearance Period. Each Holder party hereto shall, if necessary to facilitate the terms of this Agreement and to the extent such Holder is not the registered holder of the Senior Secured Notes it beneficially owns, instruct the registered Holder thereof to comply with the terms of this Agreement, including directing the registered Holder to instruct the Trustee and the Collateral Trustee to temporarily forbear from exercising any rights and remedies as provided above.

(c) Limitation on Transfers of Senior Secured Notes. Each of the Holders party hereto hereby agrees not to sell, assign, pledge, lend, hypothecate, transfer or otherwise dispose of (each, a “Transfer”) during the Forbearance Period any ownership (including beneficial ownership) of Senior Secured Notes (or any rights in respect thereof, including but not limited to the right to vote) held by such Holder as of the date hereof except to a party who (i) is already a Holder party to this Agreement or (ii) prior to such Transfer, agrees in writing to be bound by all of the terms of this Agreement (including with respect to any and all claims with respect to any Senior Secured Notes it already may hold against the Issuer prior to such Transfer) by executing a joinder in the form attached hereto as Exhibit A, and delivering an executed copy thereof, within two (2) business days of closing of such Transfer, to counsel to the Issuer. Any Transfer made in violation of this Section 3(c) shall be void ab initio, and the Issuer shall have the right to enforce the voiding of any such Transfer.

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(d) Termination of Forbearance Period. The Issuer acknowledges and agrees that upon the occurrence of the Forbearance Termination Date, the provisions of this Section 3 shall automatically and immediately terminate without any further action by, or notice being due from, the Trustee, the Collateral Trustee or any Holder, and the Holders party hereto may proceed (but are not required), to the extent an Event of Default is then continuing, to exercise any and all rights and remedies which such Holders may have upon the occurrence of an Event of Default to the extent an Event of Default is then continuing, including, if an Event of Default is then continuing, declaring the Senior Secured Notes to be immediately due and payable in accordance with the Indenture.

(e) Acknowledgment Regarding Forbearance. The Issuer acknowledges that none of the Holders party hereto has made any assurances concerning (i) any possibility of an extension of the Forbearance Period; (ii) the manner in which or whether the Anticipated Defaults may be resolved; or (iii) any additional forbearance, waiver, restructuring or other accommodations. The Issuer agrees that the running of all statutes of limitation and the doctrine of laches applicable to all claims or causes of action that the Holders party hereto may be entitled to take or bring in order to enforce their rights and remedies against the Issuer are, to the fullest extent permitted by law, tolled and suspended during the Forbearance Period.

Section 4. Conditions to Effective Date. This Agreement shall become effective as of the Effective Date when the Issuer shall have received one or more counterparts of this Agreement, duly executed and delivered by the Issuer, the Guarantors, and the undersigned Holders, which hold a majority of the principal outstanding amount of the Senior Secured Notes.

Section 5. Disclosure. Each party hereto agrees that it will permit public disclosure, including in a press release and/or the filing of a Current Report on Form 8-K with the U.S. Securities and Exchange Commission, of the contents of this Agreement.

Section 6. GOVERNING LAW.

(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(b) EACH PARTY HERETO IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK, NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY HERETO AGREES THAT FINAL JUDGMENT IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT SHALL BE CONCLUSIVE

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AND BINDING UPON SUCH PARTY AND MAY BE ENFORCED IN ANY COURTS TO THE JURISDICTION OF WHICH SUCH PARTY IS SUBJECT BY A SUIT UPON SUCH JUDGMENT.

(c) NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF THE TRUSTEE, THE COLLATERAL TRUSTEE OR ANY PARTY HERETO TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW OR LIMIT THE RIGHT OF THE TRUSTEE OR THE COLLATERAL TRUSTEE TO BRING PROCEEDINGS AGAINST THE ISSUER IN THE COURTS OF ANY JURISDICTION OR JURISDICTIONS.

(d) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, TRUSTEE OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 7. Headings. The Headings of the Articles and Sections of this Agreement have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

Section 8. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 9. Electronic Execution. This Agreement may be signed electronically. The words “execute,” “execution,” “signed,” “signature,” and words of like import in this Agreement shall be deemed to include electronic signatures, and electronic signatures shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 10. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by fax or other electronic transmission of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement.

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Section 11. No Waiver. Except for and to the extent of the forbearance provided in Section 3 of this Agreement, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any default, Default or Event of Default under the Indenture or any right, power or remedy of the Trustee, the Collateral Trustee or the Holders under the Indenture, the Senior Secured Notes or the Security Instruments. The parties hereto reserve the right to exercise any rights and remedies available to them in connection with any present or future breaches or defaults with respect to the Indenture and the Senior Secured Notes after the Forbearance Termination Date.

Section 12. Successors and Assigns. This Agreement shall be binding upon the Issuer and its successors and permitted assigns and shall inure, together with all rights and remedies of the Holders party hereto, to the benefit of the Holders party hereto and their respective successors, transferees and assigns.

Section 13. Entire Agreement. THIS AGREEMENT, THE INDENTURE, THE SECURITY INSTRUMENTS AND THE SENIOR SECURED NOTES CONSTITUTE THE ENTIRE CONTRACT AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ANY AND ALL PREVIOUS AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[**Signature Pages Follow on Next Page**]

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In Witness Whereof, the parties hereto have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the date first written above.

EXCO RESOURCES, INC., a Texas corporation, as Issuer
By:	/s/ Tyler Farquharson
	Name: Tyler Farquharson
	Title: Vice President, Chief Financial Officer and Treasurer
GUARANTORS:
EXCO SERVICES, INC.
By:	/s/ Tyler Farquharson
	Name: Tyler Farquharson
	Title: Vice President, Chief Financial Officer and Treasurer
EXCO PARTNERS GP, LLC
By:	/s/ Tyler Farquharson
	Name: Tyler Farquharson
	Title: Vice President, Chief Financial Officer and Treasurer
EXCO GP PARTNERS OLP, LP
By: EXCO PARTNERS GP, LLC, its General Partner
By:	/s/ Tyler Farquharson
	Name: Tyler Farquharson
	Title: Vice President, Chief Financial Officer and Treasurer
EXCO PARTNERS OLP GP, LLC
By:	/s/ Tyler Farquharson
	Name: Tyler Farquharson
	Title: Vice President, Chief Financial Officer and Treasurer

[Forbearance Agreement]

EXCO OPERATING COMPANY, LP
By: EXCO PARTNERS OLP GP, LLC, its General Partner
By:	/s/ Tyler Farquharson
	Name: Tyler Farquharson
	Title: Vice President, Chief Financial Officer and Treasurer
EXCO MIDCONTINENT MLP, LLC
By:	/s/ Tyler Farquharson
	Name: Tyler Farquharson
	Title: Vice President, Chief Financial Officer and Treasurer
EXCO HOLDING (PA), INC.
By:	/s/ Tyler Farquharson
	Name: Tyler Farquharson
	Title: Vice President, Chief Financial Officer and Treasurer
EXCO PRODUCTION COMPANY (PA), LLC
By:	/s/ Tyler Farquharson
	Name: Tyler Farquharson
	Title: Vice President, Chief Financial Officer and Treasurer
EXCO PRODUCTION COMPANY (WV), LLC
By:	/s/ Tyler Farquharson
	Name: Tyler Farquharson
	Title: Vice President, Chief Financial Officer and Treasurer

[Forbearance Agreement]

EXCO RESOURCES (XA), LLC
By:	/s/ Tyler Farquharson
	Name: Tyler Farquharson
	Title: Vice President, Chief Financial Officer and Treasurer
EXCO LAND COMPANY, LLC
By:	/s/ Tyler Farquharson
	Name: Tyler Farquharson
	Title: Vice President, Chief Financial Officer and Treasurer
EXCO HOLDING MLP, INC.
By:	/s/ Tyler Farquharson
	Name: Tyler Farquharson
	Title: Vice President, Chief Financial Officer and Treasurer
RAIDER MARKETING, LP
By: RAIDER MARKETING GP, LLC, its General Partner
By:	/s/ Tyler Farquharson
	Name: Tyler Farquharson
	Title: Vice President, Chief Financial Officer and Treasurer

[Forbearance Agreement]

ADVENT CAPITAL (NO 3) LTD
BRIT INSURANCE (GIBRALTAR) PCC LIMITED
BRIT SYNDICATES LIMITED
FEDERATED INSURANCE COMPANY OF CANADA
NORTHBRIDGE GENERAL INSURANCE CORPORATION
CLEARWATER SELECT INSURANCE COMPANY
NEWLINE CORPORATE NAME LIMITED (SYNDICATE)
ODYSSEY REINSURANCE COMPANY
TIG INSURANCE COMPANY
WENTWORTH INSURANCE COMP ANY LTD.
ZENITH INSURANCE COMPANY
FAIRFAX FINANCIAL HOLDINGS MASTER TRUST FUND
as Holders
By: Hamblin Watsa Investment Counsel Ltd., its Investment Manager
By:	/s/ Paul Rivett
	Name: Paul Rivett
	Title: Chief Operating Officer
ENERGY STRATEGIC ADVISORY SERVICES LLC
as a Holder
By:	/s/ Jonathan Siegler
	Name: Jonathan Siegler
	Title: Chief Financial Officer

[Forbearance Agreement]

GEN IV INVESTMENT OPPORTUNITIES, LLC
as a Holder
By:	/s/ Paul Segal
	Name: Paul Segal
	Title: President
VEGA ASSET PARTNERS, LP
as a Holder
By:	/s/ Paul Segal
	Name: Paul Segal
	Title: Manager

[Forbearance Agreement]

Exhibit A

Form of Joinder Agreement

The undersigned transferee (“Transferee”) acknowledges that it has reviewed and understands the Forbearance Agreement, dated as of December 9, 2017, a copy of which is attached hereto as Annex I (as it may be amended, supplemented, or otherwise modified from time to time, the “Agreement”),¹ by and among the Issuer, the Guarantors, and the Holders party thereto.

1. Agreement to be Bound. The Transferee hereby agrees to be bound by all of the terms of the Agreement (including with respect to any and all claims with respect to any Senior Secured Notes it already may hold against the Issuer prior to the Transfer). The Transferee shall hereafter be deemed to be a “Party” and a “Holder” party to the Agreement for all purposes under the

Agreement.

2. Governing Law. This joinder agreement (the “Joinder Agreement”) to the Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to any conflicts of law provisions which would require the application of the law of any other jurisdiction.

Date:                                         , 201[    ]

[HOLDER]

By:

Name:

Title:

Holder Claims: $

¹  Defined terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

[Forbearance Agreement]

EX-10.2

Exhibit 10.2

FORBEARANCE AGREEMENT

THIS FORBEARANCE AGREEMENT (hereinafter, this “Agreement”) is entered into as of December 19, 2017, by and among EXCO RESOURCES, INC. (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors (the “Guarantors”) and the LENDERS party hereto (the “Lenders”). Unless the context otherwise requires or unless otherwise expressly defined herein, capitalized terms used but not defined in this Agreement have the meanings assigned to such terms in the Credit Agreement (as defined below).

RECITALS

WHEREAS, Borrower, the Guarantors, Wilmington Trust, National Association, as Administrative Agent and Collateral Trustee, and the lenders party thereto from time to time have entered into that certain 1.75 Lien Term Loan Credit Agreement, dated as of March 15, 2017 (as the same has been amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”);

WHEREAS, the Borrower has notified the Lenders that it is projecting that it will fail to (a) make the interest payment due on December 20, 2017 under the Credit Agreement, (b) make the payment due on December 29, 2017 under the Junior Lien Credit Agreement and (c) maintain (i) the minimum liquidity required under Section 7.11(a) of the First Lien RBL Credit Agreement as of the last day of the fiscal quarter ended December 31, 2017, (ii) the Interest Coverage Ratio required under Section 7.11(b) of the First Lien RBL Credit Agreement as of the last day of the fiscal quarter ended December 31, 2017 and (iii) the leverage ratio required under Section 7.11(c) of the First Lien RBL Credit Agreement as of the last day of the fiscal quarter ended December 31, 2017, which will, upon the occurrence thereof, in each case, result directly or indirectly in the occurrence of an Event of Default under clauses (b), (e) and (f) of Article VIII of the Credit Agreement (the “Specified Events of Default” and each individually, a “Specified Event of Default”);

WHEREAS, the Borrower has requested that the Lenders forbear from exercising their rights and remedies under the Loan Documents arising as a result of the Specified Events of Default; and

WHEREAS, the Majority Lenders have agreed to forbear from exercising their rights and remedies upon and subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

ARTICLE I

Specified Events of Default

1.01 Effect of Specified Events of Default. Each Credit Party hereby acknowledges, confirms and agrees that (a) the Borrower may fail to (i) make the interest payment due on December 20, 2017 under the Credit Agreement, (ii) make the payment due on December 29,

Forbearance Agreement Page 1

2017 under the Junior Lien Credit Agreement and (ii) maintain (A) the minimum liquidity required under Section 7.11(a) of the First Lien RBL Credit Agreement as of the last day of the fiscal quarter ended December 31, 2017, (B) the Interest Coverage Ratio required under Section 7.11(b) of the First Lien RBL Credit Agreement as of the last day of the fiscal quarter ended December 31, 2017 and (C) the leverage ratio required under Section 7.11(c) of the First Lien RBL Credit Agreement as of the last day of the fiscal quarter ended December 31, 2017 and (b) upon the occurrence thereof, each of the Specified Events of Default will constitute, directly or indirectly, an Event of Default under and as defined in the Credit Agreement, entitling the Lenders to exercise their rights and remedies under the Loan Document.

1.02 No Other Known Defaults. Each party hereto acknowledges that, as of the date of this Agreement, it has no knowledge of the existence on the date hereof of any Defaults or Events of Default other than the Specified Events of Default.

ARTICLE II

Forbearance; Certain Agreements

2.01 Forbearance. Subject to the satisfaction of each condition precedent set forth in Article III hereof, and in reliance upon the representations, warranties and covenants of the Borrower and the Guarantor contained in this Agreement and subject to the other terms and conditions of this Agreement, the Lenders hereby agree to forbear from exercising any of their rights and remedies under the Loan Documents against any Credit Party arising as a result of the Specified Events of Default (the “Forbearance”), until the earlier to occur of (a) 11:59 p.m. (central time) on January 15, 2018, (b) the occurrence or existence of a Default or Event of Default other than the Specified Events of Default, (c) the occurrence of any default in the performance by the Borrower or any other Credit Party with respect to the obligations and covenants under this Agreement, (d) any forbearance granted under the First Lien RBL Documents, the Senior Secured Notes Documents, or the Junior Lien Documents ceasing to be effective or otherwise terminates, (e) the Borrower fails to exercise commercially reasonable efforts to promptly pay the Lenders’ reasonable and documented professional fees and expenses to the extent incurred and invoiced during the Forbearance Period (as defined below) and (f) the date this Agreement otherwise terminates pursuant to the terms and conditions set forth herein (the “Forbearance Termination Date” and, the period during which the Forbearance is in effect in accordance with the terms of this Agreement, the “Forbearance Period”); provided, however, that the Forbearance Period shall immediately terminate if the Borrower or any of its affiliates (i) declare an intention or take any action in furtherance of making any payment on account of (x) the Junior Lien Credit Agreement or (y) the Existing Unsecured Notes.

2.02 No Waiver; Reservation of Rights. Nothing contained in this Agreement shall be construed as a waiver or forgiveness by any Lender of any Specified Event of Default, as a cure of any Specified Event of Default, or, except as otherwise expressly provided herein, as a limitation or restriction of the rights of the Lenders to exercise any available right or remedy in accordance with the Loan Documents (x) with respect to any Specified Event of Default or (y) with respect to any other Default or Event of Default under and as defined in the Credit Agreement, whether now existing or hereafter occurring, as against or with respect to any Person, including the Borrower and the Guarantor. The Forbearance and the Forbearance Period shall automatically terminate on the Forbearance Termination Date without further notice, and at any time from and after the Forbearance Termination Date, the Lenders shall be entitled to exercise their rights and remedies under the Loan Documents without further notice, including with respect to any Specified Event of Default.

Forbearance Agreement Page 2

2.03 Binding Effect of Loan Documents. Except as limited and/or modified by this Agreement, the Loan Documents shall be deemed to be in full force and effect, including during the Forbearance Period, and all provisions of the Loan Documents relating to the rights and remedies of the Lenders shall continue to be in effect until such time as all Obligations have been finally paid in full in cash and the Credit Agreement has been terminated in accordance with the terms thereof.

ARTICLE III

Conditions Precedent

The Forbearance shall be effective when (a) the Borrower shall have received one or more counterparts of this Agreement, duly executed and delivered by the Credit Parties and the Lenders and (b) the Borrower shall have paid the Lenders’ accrued and unpaid professional fees and expenses to the extent previously invoiced prior to the date hereof.

ARTICLE IV

No Waiver; Acknowledgement and Reaffirmation

4.01 No Waiver. Nothing contained herein shall be construed as a waiver by any Lender of any covenant or provision of the Credit Agreement, the other Loan Documents, this Agreement, or of any other contract or instrument between the Credit Parties, on the one hand, and the Lenders, on the other hand, and the failure by the Lenders at any time or times hereafter to require strict performance by the Borrower or any other Credit Party of any provision thereof shall not waive, affect or diminish any right of the Lenders to thereafter demand strict compliance therewith. The Lenders hereby reserve all rights granted under the Credit Agreement, the other Loan Documents, this Agreement and any other contract or instrument between the Credit Parties, on the one hand, and the Lenders, on the other hand. This Agreement is not to be construed as a cure, waiver or forgiveness of the Specified Events of Default or of any other Default or Event of Default under and as defined in the Credit Agreement now existing or hereafter arising.

4.02 Reaffirmation of Security Interests. Each Credit Party hereby acknowledges, confirms and agrees that (a) pursuant to the Loan Documents, the Collateral Trustee, for the benefit of the Secured Parties, holds first priority, fully enforceable, nonavoidable, valid and duly perfected security interests in and Liens upon the Collateral, subject only to Liens permitted under Section 6.07 of the Credit Agreement, and (b) such security interests and Liens secure all of the Obligations now or hereafter incurred. Each Credit Party hereby reaffirms its obligations under each of the Security Instruments, in each case as amended or modified to date, to which it is a party.

ARTICLE V

Ratifications, Representations and Warranties

5.01 Ratifications. For the period during which the Forbearance is effective, the terms and provisions set forth in this Agreement shall modify and supersede all inconsistent terms and

Forbearance Agreement Page 3

provisions set forth in the Credit Agreement and the other Loan Documents, and, except as expressly modified and superseded by this Agreement, the terms and provisions of the Credit Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force and effect. Each Credit Party hereby agrees that the Credit Agreement, as amended hereby, and the other Loan Documents shall continue to be legal, valid, binding and enforceable in accordance with their respective terms.

5.02 Representations and Warranties. Each Credit Party hereby represents and warrants to the Lenders that (a) the execution, delivery and performance of this Agreement have been authorized by all requisite corporate action on the part of the Borrower and will not violate the organizational documents or governing documents of such Credit Party; (b) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to any earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date; (c) other than the Specified Events of Default, no Default or Event of Default under and as defined in the Credit Agreement has occurred and is continuing; (d) other than the Specified Events of Default, the Credit Parties are in full compliance with all covenants and agreements contained in the Credit Agreement and the other Loan Documents, unless such compliance has been specifically waived in writing by the Lenders (or at least the required percentage thereof); and (e) such Credit Party has not amended its organizational documents or governing documents since the Effective Date of the Credit Agreement.

ARTICLE VI

Miscellaneous Provisions

6.01 Survival of Representations and Warranties. All representations and warranties made in this Agreement, the Credit Agreement or any other Loan Document, including, without limitation, any document furnished in connection with this Agreement, shall survive the execution and delivery of this Agreement.

6.02 Severability. Any provision of this Agreement held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Agreement and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.

6.03 Successors and Assigns; No Third Party Beneficiaries. This Agreement is binding upon and shall inure to the benefit of each party hereto and their respective successors and assigns, provided that the Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Lenders. Except as expressly provided in the preceding sentence, neither this Agreement nor any of the provisions hereof shall inure to the benefit of any Person other than the parties hereto.

6.04 No Duress. This Agreement has been entered into without force or duress, of the free will of each Credit Party and such Credit Party’s decision to enter into this Agreement is a fully informed decision and such Credit Party is aware of all legal and other ramifications of such decision.

Forbearance Agreement Page 4

6.05 Counterparts. This Agreement may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart to this Agreement by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart to this Agreement.

6.06 Effect of Waiver. No consent or waiver, express or implied, by the Lenders (or any portion thereof) to or for any breach of or deviation from any covenant or condition by the Borrower shall be deemed a consent to or waiver of any other breach of the same or any other covenant, condition or duty.

6.07 Headings. The headings, captions, and arrangements used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

6.08 APPLICABLE LAW. THIS AGREEMENT AND ANY OTHER LOAN DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

6.09 FINAL AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AGREEMENT IS EXECUTED. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS AGREEMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY EACH PARTY HERETO.

6.10 RELEASE. EACH CREDIT PARTY HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE “OBLIGATIONS” (AS DEFINED IN THE CREDIT AGREEMENT) OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM ANY LENDER. EACH CREDIT PARTY HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES EACH LENDER, AND EACH OF THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, ASSIGNS, OFFICERS, MANAGERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS, REPRESENTATIVES, PARENT CORPORATIONS, SUBSIDIARIES, AND AFFILIATES (THE “RELEASEES”), FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY (“CLAIMS”), ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AGREEMENT IS EXECUTED, WHICH SUCH CREDIT PARTY MAY NOW OR HEREAFTER HAVE AGAINST ANY

Forbearance Agreement Page 5

SUCH RELEASEE, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, IN CONNECTION WITH THE CREDIT AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE CREDIT AGREEMENT OR THE OTHER LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AGREEMENT, OTHER THAN ANY SUCH LIABILITIES, OBLIGATIONS, CLAIMS, CAUSES OF ACTION OR SUITS RESULTING FROM THE GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OF ANY LENDER, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL NON-APPEALABLE JUDGMENT.

6.11 COVENANT NOT TO SUE. EACH CREDIT PARTY HEREBY ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY, COVENANTS AND AGREES WITH AND IN FAVOR OF EACH RELEASEE THAT IT WILL NOT SUE (AT LAW, IN EQUITY, IN ANY REGULATORY PROCEEDING OR OTHERWISE) ANY RELEASEE ON THE BASIS OF ANY CLAIM RELEASED, REMISED AND DISCHARGED BY SUCH CREDIT PARTY PURSUANT TO SECTION 6.10 ABOVE. IF ANY CREDIT PARTY VIOLATES THE FOREGOING COVENANT, SUCH CREDIT PARTY, FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, AND ITS PRESENT AND FORMER SHAREHOLDERS, AFFILIATES, SUBSIDIARIES, DIVISIONS, PREDECESSORS, DIRECTORS, OFFICERS, ATTORNEYS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES, AGREES TO PAY, IN ADDITION TO SUCH OTHER DAMAGES AS ANY RELEASEE MAY SUSTAIN AS A RESULT OF SUCH VIOLATION, ALL ATTORNEYS’ FEES AND COSTS INCURRED BY ANY RELEASEE AS A RESULT OF SUCH VIOLATION.

6.12 Reviewed by Attorneys. Each Credit Party represents and warrants to the Lenders that it (a) understands fully the terms of this Agreement and the consequences of the execution and delivery of this Agreement, (b) has been afforded an opportunity to discuss this Agreement with, and have this Agreement reviewed by, such attorneys and other persons as such Credit Party may wish, and (c) has entered into this Agreement and executed and delivered all documents in connection herewith of its own free will and accord and without threat, duress or other coercion of any kind by any Person. The parties hereto acknowledge and agree that neither this Agreement nor the other documents executed pursuant hereto shall be construed more favorably in favor of one than the other based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation of this Agreement and the other documents executed pursuant hereto or in connection herewith.

6.13 Loan Document. This Agreement shall be deemed to constitute a Loan Document for all purposes and in all respects.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above.

BORROWER:
EXCO RESOURCES, INC.
By:	/s/ Tyler Farquharson

Name:	Tyler Farquharson
Title:	Vice President, Chief Financial Officer and Treasurer
GUARANTORS:
EXCO HOLDING (PA), INC.
EXCO PRODUCTION COMPANY (PA), LLC
EXCO PRODUCTION COMPANY (WV), LLC
EXCO RESOURCES (XA), LLC
EXCO SERVICES, INC.
EXCO MIDCONTINENT MLP, LLC
EXCO PARTNERS GP, LLC
EXCO PARTNERS OLP GP, LLC
EXCO HOLDING MLP, INC.
EXCO LAND COMPANY, LLC

By: /s/ Tyler Farquharson

Name:	Tyler Farquharson
Title:	Vice President, Chief Financial Officer and Treasurer
EXCO OPERATING COMPANY, LP
By:   EXCO Partners OLP GP, LLC, its general partner

By: /s/ Tyler Farquharson

Name:	Tyler Farquharson
Title:	Vice President, Chief Financial Officer and Treasurer

EXCO - Forbearance Agreement Signature Page

EXCO GP PARTNERS OLD, LP

By:   EXCO Partners GP, LLC,
its general partner

By: /s/ Tyler Farquharson

Name:	Tyler Farquharson
Title:	Vice President, Chief Financial Officer and Treasurer

RAIDER MARKETING GP, LLC
By:	/s/ Tyler Farquharson

Name:	Tyler Farquharson
Title:	Vice President, Chief Financial Officer and Treasurer
RAIDER MARKETING, LP
By:   Raider Marketing GP, LLC its general partner

By: /s/ Tyler Farquharson

Name:	Tyler Farquharson
Title:	Vice President, Chief Financial Officer and Treasurer

EXCO - Forbearance Agreement Signature Page

ADVENT CAPITAL (NO 3) LTD
BRIT INSURANCE (GIBRALTAR) PCC LIMITED
BRIT SYNDICATES LIMITED
FEDERATED INSURANCE COMPANY OF CANADA
NORTHBRIDGE GENERAL INSURANCE CORPORATION
CLEARWATER SELECT INSURANCE COMPANY
NEWLINE CORPORATE NAME LIMITED (SYNDICATE)
ODYSSEY REINSURANCE COMPANY
TIG INSURANCE COMPANY
WENTWORTH INSURANCE COMP ANY LTD.
ZENITH INSURANCE COMPANY
FAIRFAX FINANCIAL HOLDINGS MASTER TRUST FUND
as Lenders
By: Hamblin Watsa Investment Counsel Ltd., its Investment Manager
By:	/s/ Paul Rivett
	Name: Paul Rivett
	Title: Chief Operating Officer
ENERGY STRATEGIC ADVISORY SERVICES LLC
as a Lender
By:	/s/ Jonathan Siegler
	Name: Jonathan Siegler
	Title: Chief Financial Officer
GEN IV INVESTMENT OPPORTUNITIES, LLC
as a Lender
By:	/s/ Paul Segal
	Name: Paul Segal
	Title: President
VEGA ASSET PARTNERS, LP
as a Lender
By:	/s/ Paul Segal
	Name: Paul Segal
	Title: Manager

Signature Page

EX-10.3

Exhibit 10.3

FORBEARANCE AGREEMENT

THIS FORBEARANCE AGREEMENT (hereinafter, this “Agreement”) is entered into as of December 20, 2017, by and among EXCO RESOURCES, INC. (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors (the “Guarantors”), the LENDERS party hereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (“Administrative Agent”). Unless the context otherwise requires or unless otherwise expressly defined herein, capitalized terms used but not defined in this Agreement have the meanings assigned to such terms in the Credit Agreement (as defined below).

RECITALS

WHEREAS, Borrower, the Guarantors, Administrative Agent and the Lenders have entered into that certain Amended and Restated Credit Agreement dated as of July 31, 2013 (as the same has been amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”);

WHEREAS, the Borrower has notified the Administrative Agent that it is projecting that it will fail to (a) make the payment due on December 20, 2017 under the 1.75 Lien Debt Documents, (b) make the payment due on December 29, 2017 under the Second Lien Debt Documents and (c) maintain (i) the minimum liquidity required under Section 7.11(a) of the Credit Agreement as of the last day of the fiscal quarter ended December 31, 2017, (ii) the Interest Coverage Ratio required under Section 7.11(b) as of the last day of the fiscal quarter ended December 31, 2017 and (iii) the leverage ratio required under Section 7.11(c) of the Credit Agreement as of the last day of the fiscal quarter ended December 31, 2017, which will, upon the occurrence thereof, in each case, result in the occurrence of an Event of Default under clause (d) of Article IX of the Credit Agreement (the “Specified Events of Default” and each individually, a “Specified Event of Default”);

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders forbear from exercising their rights and remedies under the Loan Documents arising as a result of the Specified Events of Default; and

WHEREAS, the Administrative Agent and the Required Lenders have agreed to forbear from exercising their rights and remedies upon and subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

ARTICLE I

Specified Events of Default

1.01 Effect of Specified Events of Default. Each Credit Party hereby acknowledges, confirms and agrees that (a) the Borrower may fail to (i) make the payment due on December 20, 2017 under the 1.75 Lien Debt Documents, (ii) make the payment due on December 29, 2017

Forbearance Agreement Page 1

under the Second Lien Debt Documents and (iii) maintain (A) the minimum liquidity required under Section 7.11(a) of the Credit Agreement as of the last day of the fiscal quarter ended December 31, 2017, (B) the Interest Coverage Ratio required under Section 7.11(b) as of the last day of the fiscal quarter ended December 31, 2017 and (C) the leverage ratio required under Section 7.11(c) of the Credit Agreement as of the last day of the fiscal quarter ended December 31, 2017 and (b) upon the occurrence thereof, each of the Specified Events of Default will constitute an Event of Default under and as defined in the Credit Agreement, entitling the Administrative Agent and the Lenders to exercise their rights and remedies under the Loan Document.

1.02 No Other Known Defaults. Each party hereto acknowledges that, as of the date of this Agreement, it has no knowledge of the existence on the date hereof of any Defaults or Events of Default other than the Specified Events of Default.

ARTICLE II

Forbearance; Certain Agreements

2.01 Forbearance. Subject to the satisfaction of each condition precedent set forth in Section 4.01 hereof, and in reliance upon the representations, warranties and covenants of the Borrower and the Guarantor contained in this Agreement and subject to the other terms and conditions of this Agreement, the Administrative Agent and the Lenders hereby agree to forbear from exercising any of their rights and remedies under the Loan Documents against any Credit Party arising as a result of the Specified Events of Default (the “Forbearance”), until the earlier to occur of (a) 11:59 p.m. (central time) on January 15, 2018, (b) the occurrence or existence of a Default or Event of Default other than the Specified Events of Default, (c) the occurrence of any default in the performance by the Borrower or any other Credit Party with respect to the obligations and covenants under this Agreement, (d) any forbearance granted under the 1.5 Lien Notes Documents, the 1.75 Lien Debt Documents or the Second Lien Debt Documents ceasing to be effective or otherwise terminates and (e) the date this Agreement otherwise terminates pursuant to the terms and conditions set forth herein (the “Forbearance Termination Date” and, the period during which the Forbearance is in effect in accordance with the terms of this Agreement, the “Forbearance Period”).

2.02 No Waiver; Reservation of Rights. Nothing contained in this Agreement shall be construed as a waiver or forgiveness by the Administrative Agent or any Lender of any Specified Event of Default, as a cure of any Specified Event of Default, or, except as otherwise expressly provided herein, as a limitation or restriction of the rights of the Administrative Agent and the Lenders to exercise any available right or remedy in accordance with the Loan Documents (x) with respect to any Specified Event of Default or (y) with respect to any other Default or Event of Default under and as defined in the Credit Agreement, whether now existing or hereafter occurring, as against or with respect to any Person, including the Borrower and the Guarantor. The Forbearance and the Forbearance Period shall automatically terminate on the Forbearance Termination Date without further notice, and at any time from and after the Forbearance Termination Date, the Administrative Agent and the Lenders shall be entitled to exercise their rights and remedies under the Loan Documents without further notice, including with respect to any Specified Event of Default.

Forbearance Agreement Page 2

2.03 Binding Effect of Loan Documents. Except as limited and/or modified by this Agreement, the Loan Documents shall be deemed to be in full force and effect, including during the Forbearance Period, and all provisions of the Loan Documents relating to the rights and remedies of the Administrative Agent and the Lenders shall continue to be in effect until such time as all Obligations have been finally paid in full in cash and the Credit Agreement has been terminated in accordance with the terms thereof.

ARTICLE III

Other Agreements

3.01 Loans and Letters of Credit. By signing below the Borrower hereby acknowledges and agrees that so long as the Forbearance is in effect, and so long as any Default or Event of Default (including any Specified Event of Default) exists, (i) the Lenders shall have no obligation to make any Loans and (ii) the Issuing Bank shall have no obligation to issue, amend, renew or extend any Letter of Credit.

3.02 Forbearance Fee. To the extent all Obligations have not been finally paid in full in cash on or before the Forbearance Termination Date, the Borrower shall pay to the Administrative Agent a forbearance fee equal to $750,000 for the pro rata benefit of the Lenders who have executed this Agreement and delivered their executed signature page to the Administrative Agent no later than 5:00 p.m. (Dallas, Texas time) on December 20, 2017, which forbearance fee shall be fully earned and shall be due and payable in full on January 19, 2018 if any Obligations remain outstanding on such date.

ARTICLE IV

Conditions Precedent and Additional Covenants

4.01 Conditions to Effectiveness. Notwithstanding anything herein to the contrary, the Forbearance shall be effective upon the satisfaction of each of the conditions set forth in this Section 4.01:

(a) Execution and Delivery. Each Credit Party, the Administrative Agent and the Lenders (or at least the requisite percentage thereof) shall have executed and delivered this Agreement;

(b) DIP Financing Commitment. The Borrower shall have delivered to the Administrative Agent and the Lenders a fully executed copy of a commitment letter for a senior secured debtor-in-possession credit facility (the “DIP Commitment”) that sets forth, among other things, (i) a fully underwritten commitment, expiring no earlier than January 19, 2018, to provide Indebtedness in an aggregate amount of at least $250,000,000, (ii) as a condition precedent to such credit facility, that all Obligations under the Loan Documents be paid in full in cash and (iii) restrictions on the Borrower’s right or ability to, or an agreement by the Borrower that it will not, prior to January 19, 2018, seek, solicit, or enter into any discussions or agreements in respect of any similar debt financing with any other Person(s);

Forbearance Agreement Page 3

(c) Fees. The Borrower shall have paid to the Administrative Agent a work fee equal to $375,000 for the pro rata benefit of the Lenders who have executed this Agreement and delivered their executed signature page to the Administrative Agent no later than 5:00 p.m. (Dallas, Texas time) on December 20, 2017;

(d) Junior Lien Forbearance Agreements. The Borrower shall have delivered to the Administrative Agent (i) a fully executed copy of a forbearance or similar agreement whereby the majority holders of the 1.5 Lien Notes shall have agreed to forbear during the Forbearance Period from exercising any remedies with respect to any Specified Event of Default and (ii) a fully executed copy of a forbearance or similar agreement whereby the majority holders of the 1.75 Lien Debt shall have agreed to forbear during the Forbearance Period from exercising any remedies with respect to any Specified Event of Default, and in each case, such agreement shall be on terms and conditions reasonably acceptable to the Administrative Agent; and

(e) Other Documents. The Administrative Agent shall have received such other instruments and documents incidental and appropriate to this Agreement and the transactions provided for herein as the Administrative Agent or its counsel may reasonably request, and all such documents shall be in form and substance satisfactory to the Administrative Agent.

4.02 Covenants Upon Which Continuing Effectiveness of Forbearance is Conditioned. In addition to and not in limitation of any other provision of this Agreement, unless each of the following covenants shall be and shall continue to be fully satisfied, the Forbearance shall terminate automatically pursuant to Section 2.01 hereof (each covenant being separate and independent of each other covenant, such that the satisfaction of any one or more, or the waiver of satisfaction any one or more, shall not affect the absolute obligation of the Borrower and the other Credit Parties to satisfy each separate covenant), and the failure to comply with each of the following covenants shall constitute an Event of Default under the Credit Agreement and the other Loan Documents without any cure or grace period:

(a) The representations and warranties contained in this Agreement shall be true and correct in all material respects.

(b) The Borrower and each other Credit Party shall strictly comply at all times with the terms and provisions of this Agreement and the other Loan Documents, including all provisions thereof that restrict the rights of the Borrower from taking certain actions or making certain payments once a Default or Event of Default occurs.

(c) Unless otherwise waived or modified by the Administrative Agent in its sole discretion, on Wednesday or Thursday of each week during the Forbearance Period, the Borrower shall provide the Administrative Agent an update on the Borrower’s progress with respect to its restructuring plan in detail reasonably satisfactory to the Administrative Agent.

(d) The DIP Commitment shall be in full force and effect at all times during the Forbearance Period and shall not have been terminated in accordance with its terms or otherwise.

Forbearance Agreement Page 4

4.03 Failure of Covenant/Condition. The termination or expiration of the Forbearance Period shall release the Administrative Agent and the Lenders from any obligation arising hereunder, shall entitle the Administrative Agent and the Lenders to exercise any and all of their rights and remedies available under any of the Loan Documents and applicable law. Following the date that the Forbearance shall become effective, the failure of the Borrower and each other Credit Party to satisfy or continue to satisfy any covenant or other condition in this Agreement shall constitute an Event of Default under and as defined in the Credit Agreement and a default under this Agreement, shall result in the automatic termination of the Forbearance Period as set forth in Section 2.10 of this Agreement and shall entitle the Administrative Agent and the Lenders to exercise any and all of their rights and remedies under any of the Loan Documents or at law or in equity, including with respect to the Specified Events of Default.

ARTICLE V

No Waiver; Acknowledgement and Reaffirmation

5.01 No Waiver. Nothing contained herein shall be construed as a waiver by the Administrative Agent or any Lender of any covenant or provision of the Credit Agreement, the other Loan Documents, this Agreement, or of any other contract or instrument between the Credit Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, and the failure by the Administrative Agent or the Lenders at any time or times hereafter to require strict performance by the Borrower or any other Credit Party of any provision thereof shall not waive, affect or diminish any right of the Administrative Agent or the Lenders to thereafter demand strict compliance therewith. The Administrative Agent and the Lenders hereby reserve all rights granted under the Credit Agreement, the other Loan Documents, this Agreement and any other contract or instrument between the Credit Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand. This Agreement is not to be construed as a cure, waiver or forgiveness of the Specified Events of Default or of any other Default or Event of Default under and as defined in the Credit Agreement now existing or hereafter arising.

5.02 Reaffirmation of Security Interests. Each Credit Party hereby acknowledges, confirms and agrees that (a) pursuant to the Loan Documents, the Administrative Agent, for the benefit of the Secured Parties, holds first priority, fully enforceable, nonavoidable, valid and duly perfected security interests in and Liens upon the Collateral, subject only to Liens permitted under Section 7.02 of the Credit Agreement, and (b) such security interests and Liens secure all of the Obligations now or hereafter incurred. Each Credit Party hereby reaffirms its obligations under each of the Security Instruments, in each case as amended or modified to date, to which it is a party.

ARTICLE VI

Ratifications, Representations and Warranties

6.01 Ratifications. For the period during which the Forbearance is effective, the terms and provisions set forth in this Agreement shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and the other Loan Documents, and, except as

Forbearance Agreement Page 5

expressly modified and superseded by this Agreement, the terms and provisions of the Credit Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force and effect. Each Credit Party hereby agrees that the Credit Agreement, as amended hereby, and the other Loan Documents shall continue to be legal, valid, binding and enforceable in accordance with their respective terms.

6.02 Representations and Warranties. Each Credit Party hereby represents and warrants to the Administrative Agent and the Lenders that (a) the execution, delivery and performance of this Agreement have been authorized by all requisite corporate action on the part of the Borrower and will not violate the organizational documents or governing documents of such Credit Party; (b) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to any earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date; (c) other than the Specified Events of Default, no Default or Event of Default under and as defined in the Credit Agreement has occurred and is continuing; (d) other than the Specified Events of Default, the Credit Parties are in full compliance with all covenants and agreements contained in the Credit Agreement and the other Loan Documents, unless such compliance has been specifically waived in writing by the Administrative Agent and the Lenders (or at least the required percentage thereof); (e) such Credit Party has not amended its organizational documents or governing documents since the Effective Date of the Credit Agreement; and (f) such Credit Party, at the Administrative Agent’s reasonable request, shall promptly execute or cause to be executed and shall deliver to the Administrative Agent any and all documents, instruments and agreements deemed necessary by the Administrative Agent to give effect to or carry out the terms or intent of this Agreement.

ARTICLE VII

Miscellaneous Provisions

7.01 Survival of Representations and Warranties. All representations and warranties made in this Agreement, the Credit Agreement or any other Loan Document, including, without limitation, any document furnished in connection with this Agreement, shall survive the execution and delivery of this Agreement, and no investigation by the Administrative Agent or any closing shall affect such representations and warranties or the right of the Administrative Agent and the Lenders to rely upon them.

7.02 Expenses of Administrative Agent. The Borrower agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Agreement and the other Loan Documents and any and all amendments, modifications, and supplements thereto, including, without limitation, the costs and fees of the Administrative Agent’s legal counsel, and all costs and expenses incurred by the Administrative Agent in connection with the enforcement or preservation of any rights under the Credit Agreement or any other Loan Documents, including, without limitation, the costs and fees of the Administrative Agent’s legal counsel and financial advisors.

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7.03 Severability. Any provision of this Agreement held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Agreement and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.

7.04 Successors and Assigns; No Third Party Beneficiaries. This Agreement is binding upon and shall inure to the benefit of each party hereto and their respective successors and assigns, provided that the Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and the Lenders. Except as expressly provided in the preceding sentence, neither this Agreement nor any of the provisions hereof shall inure to the benefit of any Person other than the parties hereto.

7.05 No Duress. This Agreement has been entered into without force or duress, of the free will of each Credit Party and such Credit Party’s decision to enter into this Agreement is a fully informed decision and such Credit Party is aware of all legal and other ramifications of such decision.

7.06 Counterparts. This Agreement may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart to this Agreement by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart to this Agreement.

7.07 Effect of Waiver. No consent or waiver, express or implied, by the Administrative Agent or the Lenders (or any portion thereof) to or for any breach of or deviation from any covenant or condition by the Borrower shall be deemed a consent to or waiver of any other breach of the same or any other covenant, condition or duty.

7.08 Headings. The headings, captions, and arrangements used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

7.09 APPLICABLE LAW. THIS AGREEMENT AND ANY OTHER LOAN DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

7.10 FINAL AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AGREEMENT IS EXECUTED. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS AGREEMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY EACH PARTY HERETO.

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7.11 RELEASE. EACH CREDIT PARTY HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE “OBLIGATIONS” (AS DEFINED IN THE CREDIT AGREEMENT) OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM THE ADMINISTRATIVE AGENT OR ANY LENDER. EACH CREDIT PARTY HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES THE ADMINISTRATIVE AGENT AND EACH LENDER, AND EACH OF THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, ASSIGNS, OFFICERS, MANAGERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS, REPRESENTATIVES, PARENT CORPORATIONS, SUBSIDIARIES, AND AFFILIATES (THE “RELEASEES”), FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY (“CLAIMS”), ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AGREEMENT IS EXECUTED, WHICH SUCH CREDIT PARTY MAY NOW OR HEREAFTER HAVE AGAINST ANY SUCH RELEASEE, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, IN CONNECTION WITH THE CREDIT AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE CREDIT AGREEMENT OR THE OTHER LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AGREEMENT.

7.12 COVENANT NOT TO SUE. EACH CREDIT PARTY HEREBY ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY, COVENANTS AND AGREES WITH AND IN FAVOR OF EACH RELEASEE THAT IT WILL NOT SUE (AT LAW, IN EQUITY, IN ANY REGULATORY PROCEEDING OR OTHERWISE) ANY RELEASEE ON THE BASIS OF ANY CLAIM RELEASED, REMISED AND DISCHARGED BY SUCH CREDIT PARTY PURSUANT TO SECTION 7.10 ABOVE. IF ANY CREDIT PARTY VIOLATES THE FOREGOING COVENANT, SUCH CREDIT PARTY, FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, AND ITS PRESENT AND FORMER SHAREHOLDERS, AFFILIATES, SUBSIDIARIES, DIVISIONS, PREDECESSORS, DIRECTORS, OFFICERS, ATTORNEYS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES, AGREES TO PAY, IN ADDITION TO SUCH OTHER DAMAGES AS ANY RELEASEE MAY SUSTAIN AS A RESULT OF SUCH VIOLATION, ALL ATTORNEYS’ FEES AND COSTS INCURRED BY ANY RELEASEE AS A RESULT OF SUCH VIOLATION.

7.13 Reviewed by Attorneys. Each Credit Party represents and warrants to the Administrative Agent and the Lenders that it (a) understands fully the terms of this Agreement

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and the consequences of the execution and delivery of this Agreement, (b) has been afforded an opportunity to discuss this Agreement with, and have this Agreement reviewed by, such attorneys and other persons as such Credit Party may wish, and (c) has entered into this Agreement and executed and delivered all documents in connection herewith of its own free will and accord and without threat, duress or other coercion of any kind by any Person. The parties hereto acknowledge and agree that neither this Agreement nor the other documents executed pursuant hereto shall be construed more favorably in favor of one than the other based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation of this Agreement and the other documents executed pursuant hereto or in connection herewith.

7.14 Loan Document. This Agreement shall be deemed to constitute a Loan Document for all purposes and in all respects.

[Signature Pages Follow]

Forbearance Agreement Page 9

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above.

BORROWER:
EXCO RESOURCES, INC.
By:	/s/ Tyler Farquharson

Name:	Tyler Farquharson
Title:	Vice President, Chief Financial Officer and Treasurer
GUARANTORS:
EXCO HOLDING (PA), INC.
EXCO PRODUCTION COMPANY (PA), LLC
EXCO PRODUCTION COMPANY (WV), LLC
EXCO RESOURCES (XA), LLC
EXCO SERVICES, INC.
EXCO MIDCONTINENT MLP, LLC
EXCO PARTNERS GP, LLC
EXCO PARTNERS OLP GP, LLC
EXCO HOLDING MLP, INC.
EXCO LAND COMPANY, LLC

By: /s/ Tyler Farquharson

Name:	Tyler Farquharson
Title:	Vice President, Chief Financial Officer and Treasurer
EXCO OPERATING COMPANY, LP
By:   EXCO Partners OLP GP, LLC, its general partner

By: /s/ Tyler Farquharson

Name:	Tyler Farquharson
Title:	Vice President, Chief Financial Officer and Treasurer

EXCO - Forbearance Agreement Signature Page

EXCO GP PARTNERS OLD, LP
By:   EXCO Partners GP, LLC, its general partner
By:	/s/ Tyler Farquharson

Name:	Tyler Farquharson
Title:	Vice President, Chief Financial Officer and Treasurer

RAIDER MARKETING GP, LLC
By:	/s/ Tyler Farquharson

Name:	Tyler Farquharson
Title:	Vice President, Chief Financial Officer and Treasurer

RAIDER MARKETING, LP
By:   Raider Marketing GP, LLC its general partner
By:	/s/ Tyler Farquharson

Name:	Tyler Farquharson
Title:	Vice President, Chief Financial Officer and Treasurer

EXCO - Forbearance Agreement Signature Page

JPMORGAN CHASE BANK, N.A., as a Lender and as Administrative Agent and Issuing Bank
By:	/s/ David M. Morris

Name:	David M. Morris
Title:	Authorized Officer

EXCO - Forbearance Agreement Signature Page

BANK OF AMERICA, N.A., as a Lender
By:	/s/ C. Mark Hedrick

Name:	C. Mark Hedrick
Title:	Managing Director

EXCO - Forbearance Agreement Signature Page

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Bryan McDavid

Name:	Bryan McDavid
Title:	Director

EXCO - Forbearance Agreement Signature Page

BMO HARRIS BANK N.A., as a Lender
By:	/s/ Melissa Guzmann

Name:	Melissa Guzmann
Title:	Director

EXCO - Forbearance Agreement Signature Page

UBS AG, STAMFORD BRANCH, as a Lender
By:	/s/ Craig Pearson

Name:	Craig Pearson
Title:	Associate Director

By:   /s/ Darlene Arias

Name:	Darlene Arias
Title:	Director

EXCO - Forbearance Agreement Signature Page

NATIXIS, as a Lender
By:	/s/ Brice Le Foyer

Name:	Brice Le Foyer
Title:	Director

By:   /s/ Vikram Nath

Name:	Vikram Nath
Title:	Director

EXCO - Forbearance Agreement Signature Page

GOLDMAN SACHS BANK USA, as a Lender
By:	/s/ Chris Lam

Name:	Chris Lam
Title:	Authorized Signatory

EXCO - Forbearance Agreement Signature Page

CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Mark Brewster

Name:	Mark Brewster
Title:	Vice President

EXCO - Forbearance Agreement Signature Page

ING CAPITAL LLC, as a Lender
By:	/s/ Juli Bieser

Name:	Juli Bieser
Title:	Managing Director

By:   /s/ Charles Hall

Name:	Charles Hall
Title:	Managing Director

EXCO - Forbearance Agreement Signature Page

EX-99.1

Exhibit 99.1

EXCO Resources, Inc. Enters into Forbearance Agreements

DALLAS – December 21, 2017 – EXCO Resources, Inc. (NYSE: XCO) (“EXCO” or the “Company”) today announced that it has entered into forbearance agreements (the “Forbearance Agreements”) with the administrative agent and the majority of lenders under its reserve-based credit agreement (the “Credit Agreement”), holders of approximately 87% of the outstanding aggregate principal amount of its senior secured 1.5 lien notes due March 2022 (the “1.5 Lien Notes”) and lenders holding approximately 81% of its outstanding senior secured 1.75 lien term loans due October 2020 (“1.75 Lien Term Loans”)

(collectively, the “Forbearing Creditors”).

Under the terms of the Forbearance Agreements, the Forbearing Creditors have agreed to forbear from exercising any and all remedies available to them under the Credit Agreement, the 1.5 Lien Notes and the 1.75 Lien Term Loans as a result of the Company not making the December 20, 2017 payment due under the 1.75 Lien Term Loan, as well as certain defaults arising as a result of the Company’s failure to meet affirmative covenants under its Credit Agreement as of December 31, 2017, among other things. The Forbearance Agreements will expire upon the earlier of 11:59 PM (Eastern Time) on January 15, 2018 or the occurrence of certain events specified in the Forbearance Agreements.

The Company also announced it has received a commitment for a $250 million debtor-in-possession financing in the event that the Company elects to pursue a filing of voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code.

Harold L. Hickey, EXCO’s Chief Executive Officer and President, said, “We are continuing to explore strategic alternatives to address our financial position and maximize the value of the Company. The Forbearance Agreements provide EXCO with additional time and flexibility as we continue our ongoing and constructive discussions with our stakeholders regarding the Company’s capital structure. We remain committed to acting in the best interest of our stakeholders and will continue to take actions to strengthen our financial position.”

As previously announced, EXCO’s next quarterly interest payment of approximately $27 million, based on the paid in-kind interest rate of 15.0% on the 1.75 Lien Term Loans, was scheduled to occur on December 20, 2017, and was required to be paid in-kind pursuant to the terms of the indenture governing the 1.5 Lien Notes. The Company did not make the interest payment on the 1.75 Lien Term Loans on December 20, 2017.

The Company, together with the Audit Committee of the Board of Directors, is continuing to explore strategic alternatives to strengthen the Company’s balance sheet and maximize the value of the Company, which may include seeking a comprehensive out-of-court restructuring or reorganization under Chapter 11 of the U.S. Bankruptcy Code. As previously announced, the Company has retained PJT Partners LP as financial advisor and Alvarez & Marsal North America, LLC as restructuring advisor. The Company continues to retain Kirkland & Ellis LLP as its legal advisor to assist the Audit Committee and management team with the strategic review process.

Additional information on the Forbearance Agreements is contained in a report on Form 8-K, which has been filed with the Securities and Exchange Commission.

About EXCO Resources, Inc.

EXCO Resources, Inc. is an oil and natural gas exploration, exploitation, acquisition, development and production company headquartered in Dallas, Texas with principal operations in Texas, North Louisiana and the Appalachia region. EXCO’s headquarters are located at 12377 Merit Drive, Suite 1700, Dallas, TX 75251.

Forward-Looking Statements

This release may contain forward-looking statements relating to future financial results, business expectations and business transactions. Actual results may differ materially from those predicted as a result of factors over which EXCO has no control. Such factors include, but are not limited to: discussions

regarding EXCO’s restructuring, EXCO’s liquidity, sources of capital resources and ability to maintain compliance with debt covenants, continued volatility in the oil and gas markets, the continued listing of EXCO’s common shares on the NYSE, the estimates of reserves, commodity price changes, regulatory changes and general economic conditions. These risk factors are included in EXCO’s reports on file with the SEC. Except as required by applicable law, EXCO undertakes no obligation to publicly update or revise any forward-looking statements.

Contacts

EXCO Resources, Inc.

Tyler Farquharson, (214) 368-2084

Vice President, Chief Financial Officer and Treasurer

www.excoresources.com