Termination Agreement of Board Designee Side Letter between Ares Entities and EXCO Resources, Inc.
This agreement, dated March 28, 2014, is between EXCO Resources, Inc. and several Ares Management-affiliated entities. It formally terminates a previous side letter from March 28, 2007, which concerned the nomination of a designee to EXCO's Board of Directors. As a result, the prior agreement is no longer in effect, and neither party has any further obligations under it. The termination is effective immediately upon signing by all parties.
Exhibit 10.1
Ares Management LLC
1999 Avenue of the Stars, Suite 1900
Los Angeles, California 90067
March 28, 2014
EXCO Resources, Inc.
12377 Merit Drive, Suite 1700
Dallas, TX 75251
| Re: | Termination of Board Designee to the Board of Directors |
Ladies and Gentlemen:
Reference is made to that certain side letter dated March 28, 2007 (the “Side Letter”), regarding the nomination of designee to the Board of Directors of EXCO Resources, Inc. (“EXCO”), by and among EXCO, Ares Corporate Opportunities Fund, L.P., ACOF EXCO, L.P., ACOF EXCO 892 Investors, L.P., Ares Corporate Opportunities Fund II, L.P., Ares EXCO, L.P., and Ares EXCO 892 Investors, L.P.
Effective as of the date hereof, the parties to the Side Letter hereby acknowledge and agree that the Side Letter is hereby terminated and of no further force or effect.
[Signature page follows.]
If the foregoing accurately sets forth our understanding, please acknowledge by signing in the space provided below.
Sincerely,
| ARES CORPORATE OPPORTUNITIES FUND, L.P. | ||||||
| BY: ACOF OPERATING MANAGER, L.P. Its Manager | ||||||
| By: | /s/ Naseem Sagati | |||||
| Name: | Naseem Sagati | |||||
| Title: | Authorized Signatory | |||||
| ACOF EXCO, L.P. | ||||||
| BY: ACOF MANAGEMENT, L.P. | ||||||
| Its General Partner | ||||||
| BY: ACOF OPERATING MANAGER, L.P. | ||||||
| Its General Partner | ||||||
| By: | /s/ Naseem Sagati | |||||
| Name: | Naseem Sagati | |||||
| Title: | Authorized Signatory | |||||
| ACOF EXCO 892 INVESTORS, L.P. | ||||||
| BY: ACOF MANAGEMENT, L.P. | ||||||
| Its General Partner | ||||||
| BY: ACOF OPERATING MANAGER, L.P. | ||||||
| Its General Partner | ||||||
| By: | /s/ Naseem Sagati | |||||
| Name: | Naseem Sagati | |||||
| Title: | Authorized Signatory | |||||
| ARES CORPORATE OPPORTUNITIES FUND II, L.P. | ||||||
| BY: ACOF OPERATING MANAGER II, L.P. Its Manager | ||||||
| By: | /s/ Naseem Sagati | |||||
| Name: | Naseem Sagati | |||||
| Title: | Authorized Signatory | |||||
[Signature page to side letter]
| ARES EXCO, L.P. | ||||||
| BY: ACOF MANAGEMENT II, L.P. | ||||||
| Its General Partner | ||||||
| BY: ACOF OPERATING MANAGER II, L.P. | ||||||
| Its General Partner | ||||||
| By: | /s/ Naseem Sagati | |||||
| Name: | Naseem Sagati | |||||
| Title: | Authorized Signatory | |||||
| ARES EXCO 892 INVESTORS, L.P. | ||||||
| BY: ACOF MANAGEMENT II, L.P. | ||||||
| Its General Partner | ||||||
| BY: ACOF OPERATING MANAGER II, L.P. | ||||||
| Its General Partner | ||||||
| By: | /s/ Naseem Sagati | |||||
| Name: | Naseem Sagati | |||||
| Title: | Authorized Signatory | |||||
Agreed and Accepted as of the date
set forth above:
EXCO RESOURCES, INC.
| By: | /s/ William L. Boeing | |
| Name: | William L. Boeing | |
| Title: | Vice President and General Counsel |
[Signature page to side letter]
