AMENDMENT TO THE JOINT DEVELOPMENT AGREEMENT (EAST TEXAS/NORTH LOUISIANA)

Definitions and References. Capitalized terms used in this Amendment and not otherwise defined herein have the meanings given such terms in the JDA. Sections, Articles, Appendices, Exhibits, Schedules and subsections referred to herein refer to such Sections, Articles, Appendices, Exhibits, Schedules and subsections of the JDA unless the context expressly states otherwise.

JDA Amendment. The JDA is hereby amended as follows:

Section 3.5(b)(iii) shall be deleted in its entirety and replaced with the following:

solely with respect to those After Acquired Units for which EXCO or any Affiliate of EXCO serves as Party Operator under the relevant Joint Development Operating Agreement, upon a change in Control of the ultimate parent company of EXCO (but excluding a change in Control resulting from a management-led buyout of the public share ownership of such Person and the conversion of such Person to a privately-held Person). Party Operator will be required to resign with respect to operatorship of After Acquired Units within ten (10) days from the election of BG to acquire operatorship or to nominate a third party to serve as operator, effective as of the date BG or such third party actually acquires or assumes operatorship. BG’s election to acquire operatorship or to nominate a third party to serve as operator of After

Section 3.6(c) shall be amended by deleting such section in its entirety and replacing it with the following:

Joint Development Operator may be removed under the following circumstances:

by the affirmative vote of the Development Parties, other than Joint Development Operator and its Affiliates, holding a majority of the Participating Interest held by such Development Parties: (A) if there is a Change in Control of Joint Development Operator, provided that such vote is taken by the latter of (I) ninety (90) days after such Change in Control, or (II) ninety (90) days following the delivery of notice to such Development Parties of such Change in Control, such notice to be delivered only after the Change in Control has occurred; or (B) for good cause, provided that in the case of removal for good cause, such vote shall not be deemed effective until a written notice has been delivered to Joint Development Operator by another Party detailing the alleged default and Joint Development Operator has failed to cure the default within thirty (30) days from its receipt of the notice or, if the default concerns an operation then being conducted, within forty-eight (48) hours of its receipt of the notice; or

by the affirmative vote of the Development Parties holding a majority of the Participating Interest in the event that Joint Development Operator’s and its Affiliates’ aggregate Participating Interest falls below twelve and a half percent (12.5%), provided that such vote is taken by the latter of (A) ninety (90) days after the decrease in the Participating Interest held by such Joint Development Operator and its Affiliates’ past such threshold has occurred or (B) ninety (90) days following the delivery of notice to such Development Parties of such decrease past such threshold, such notice to be delivered only after such decrease past such threshold has occurred.

Section 3.8 shall be deleted in its entirety and replaced with the following:

Section 3.10(a) shall be amended by:

within three (3) weeks from the end of each Calendar Quarter, a schedule showing the working interest and net revenue interests (including net working interest, royalty, overriding royalty, etc.) of

on or before the 15^th of each month preceding an obligation or expiration month, the monthly lease maintenance calendars (payments, extensions and expirations) with land recommendations;

copies of all raw microseismic and seismic data, including reprocessing and interpretative data, analysis and reports for the East Texas/North Louisiana Area that (A) are in the possession of the Joint Development Operator or Party Operator, as applicable, (B) are not subject to Third Party confidentiality restrictions that have not been waived and (C) have been generated by EXCO or by a Third Party on behalf of the Joint Development Operator or Party Operator;

geographic information system data and shape files for the East Texas/North Louisiana Area that (A) are in the possession of the Joint Development Operator or Party Operator, as applicable, (B) are not subject to Third Party confidentiality restrictions that have not been waived and (C) have been generated by EXCO or by a Third Party on behalf of the Joint Development Operator or Party Operator, including any data layers or points associated with shape files such as lease expirations, depth severances and competitor drilling locations;

at the reasonable request of a Participating Party, a copy of general land data (as currently produced or compiled in the general course of business), inclusive of budget projections data, division of interest calculations, quarterly acreage reports or title curative for the East Texas/North Louisiana Area that are in the possession of Joint Development Operator or Party Operator, as applicable, are not subject to Third Party confidentiality restrictions that have not been waived and have been generated by EXCO or by a Third Party on behalf the Joint Development Operator or Party Operator;

at the reasonable request of a Participating Party that includes the applicable data query or queries, Joint Development Operator shall, within 30 days after receiving such request, provide such Participating Party with the results of specific data queries on Joint Development Operator’s land systems and databases; provided that the result of such queries provided to such Participating Party shall be limited to only those properties in which such Participating Party and Joint Development Operator own an interest under this Agreement.”     

Section 3.10(b)(iv) shall be amended by replacing the phrase “for the purpose of conducting HSSE and asset integrity audits” with the phrase “for the purpose of conducting general audit activities, including conducting EHS and asset integrity audits”.

Section 3.10(c) shall be amended by adding the following to the end of the provision:

Section 3.10(d) shall be deleted in its entirety and replaced with the following:

In addition to the other reports to be provided under this Section 3.10 and to the rights of a Development Party to request information under this Agreement or an Applicable Operating Agreement, for so long as EXCO or an Affiliate of EXCO is the Joint Development Operator and BG or an Affiliate of BG is a Development Party, EXCO shall provide employees and contractors of BG or its Affiliates with unrestricted, on-demand, on-site access during regular business hours to EXCO’s (and its Affiliates’) physical land records and electronic land management system (as of the 2014 Amendment Effective Date, such system is Excalibur and the applicable computer terminals accessing such system are located in Dallas, Texas) for the purposes of manipulating, reviewing and working with land records (including running queries and producing reports and summaries) related to Subject Oil and Gas Assets and Special Shallow Rights Assets owned by BG or its Affiliates. At BG’s cost and expense, EXCO shall cooperate with efforts by BG to remotely access EXCO’s (and its Affiliates’) land data and information to the extent related to such Subject Oil and Gas Assets and Special Shallow Rights Assets. Notwithstanding the foregoing, EXCO shall only be required to provide access to any such electronic land management system to the extent that (i) providing such access would not violate the provisions of any applicable software or other license (if necessary, after reasonable inquiry by EXCO to the licensor seeking permission for such access), (ii) BG obtains any applicable software or other license that may be required in connection with such access (and BG acknowledges that none of EXCO or its Affiliates will be responsible for obtaining any such license for

Section 3.10 shall be amended by adding the following subsections (e), (f) and (g):

For so long as EXCO or an Affiliate of EXCO is acting as Joint Development Operator or Party Operator, EXCO (or such Affiliate) shall actively involve BG in operations and activities which support Development Operations, including, without limitation, by providing a representative of BG the opportunity to participate in (or send another available BG representative to) organized pre-scheduled meetings relating to the Subject Oil and Gas Assets (and, if applicable, Special Shallow Rights Assets) and/or Development Operations, including management team meetings, supply-chain meetings, organization or functional meetings, EHS meetings and contractor committee meetings.

To assist BG with any asset disposition analysis or efforts relating to its disposition of Subject Oil and Gas Assets (and, if applicable, Special Shallow Rights Assets), for so long as EXCO or an Affiliate of EXCO is Joint Development Operator, EXCO shall, at BG’s sole cost and expense and without any liability of EXCO or its Affiliates whatsoever (except for liabilities arising due to the willful misconduct of EXCO or its Affiliates), provide support services for any such asset disposition analysis or efforts including, without limitation, assisting with data presentation, providing responses to data requests by BG, providing access to records and data for third party due diligence, and gathering data for purchase and sale agreement representation and warranties; provided that no employee of EXCO or its Affiliates shall be required to make any presentations to potential purchasers. BG shall indemnify EXCO and its Affiliates and their respective employees and representatives for any and all claims and liabilities arising out of or related to any services provided pursuant to this Section in connection with any such proposed asset disposition, except for claims arising due to the willful misconduct of EXCO or its Affiliates.

To the extent the applicable information has not previously been provided to BG pursuant to a request under this Section 3.10(g) or prior to the 2014 Amendment Effective Date, Joint Development Operator shall deliver to BG, within a reasonable time period, not to exceed ninety (90) days following a request from BG (which date shall be extended if reasonably requested by

Section 3.12(a) shall be amended by deleting the phrase “change in Control of its ultimate parent company,” and replacing it with the phrase “change in Control of its ultimate parent company (but excluding a change in Control resulting from a management-led buyout of the public share ownership of such Person and the conversion of such Person to a privately-held Person),”.

Section 3.12(b) shall be amended by deleting it in its entirety and replacing it with the following:

The allocation of Technical Services Costs by Joint Development Operator to Development Operations, and the incurrence thereof by Joint Development Operator and its Affiliates, shall be equitable and commercially reasonable, and Joint Development Operator shall furnish details of its allocation procedures to a Development Party upon request. The Joint Development Operator shall not be entitled to receive duplicate payments for such Technical Services Costs. All Technical Services Costs chargeable with respect to Development Operations shall be chargeable to the Development Parties on a Calendar Month basis by Joint Development Operator and each Development Party shall pay its Participating Interest share thereof in accordance with Section 2.2. If any third party participates in a Development Operation for which Technical Services Costs are incurred, and such Technical Services Costs are properly chargeable to such third party, Joint Development Operator (or the applicable Party Operator) shall bill such third party for its working interest share of such Technical Services Costs and not pass such share of such costs on to the Development Parties; and any such amounts collected from third parties in connection therewith will be shared by the Development Parties in accordance with their respective Participating Interests (and Joint Development Operator or Party Operator, as applicable, shall credit to each such other Development Party the proportionate share to which such Development Party is entitled with respect to such amount received by such Joint Development Operator or Party Operator).”

Section 4.1(p) shall be amended by deleting it in its entirety and replacing it with the following:

All notices and communications required or permitted to be given under Section 3.10 or Article 4 to the Development Parties or a Party Operator or the members of the Operating Committee shall be sufficient in all respects if given in writing and delivered personally, or sent by bonded overnight courier, or mailed by U.S. Express Mail or by certified or registered United States Mail with all postage fully prepaid, or sent by facsimile transmission (provided any such facsimile transmission is confirmed either orally or by written confirmation), or sent by pdf via e-mail, addressed to the appropriate Party at the address for such Party shown below or at such other address as such Party shall have theretofore designated by written notice delivered to the Party giving such notice:

Section 4.1 shall be amended by adding the following subsection (q):

Effective as of the 2014 Amendment Effective Date, at least ten (10) days prior to each meeting of the Operating Committee, Joint Development Operator shall deliver to the Development Parties (i) an organization chart for the organization supporting Joint Development Operator’s activities, (ii) a proposed allocation of employee or Secondee time for Joint Development Operator activities during the upcoming Calendar Quarter, (iii) an assessment of whether the preceding Calendar Quarter’s allocation of employee or Secondee time for Joint Development Operator activities should be modified, and (iv) a general listing of any significant activities performed or to be performed by employees or Secondees during the current Calendar Quarter which are not Development Operations or otherwise conducted for the benefit of both BG and EXCO or the benefit of Affiliates of both of them pursuant to this Agreement (such as efforts of EXCO or its Affiliates to support new business development or asset dispositions in which BG does not participate; provided, however, that proprietary information of EXCO and/or its Affiliates in which BG or its Affiliates does not also have a proprietary interest shall not be required to be included in such general listings), together with an estimate of the amount of time spent or to be spent by each individual on such activities during such Calendar Quarter. At a meeting of the Operating Committee each Calendar Quarter, Joint Development Operator shall be prepared to explain and discuss how the various operational departments of Joint Development Operator are resourced and whether such allocation of resources should be modified.”

Section 4.7 shall be amended by adding the following subsection (g):

Within ten (10) days after the end of each Calendar Month, Joint Development Operator or Party Operator shall provide each Development Party with a list of Development Operations Contracts relating to Development Operations that can reasonably be expected to result in aggregate payment to the counterparty of more than two hundred fifty thousand dollars (US$250,000), together with the status of any negotiations or tender processes relating to any unexecuted Development Operations Contracts as of the end of the Calendar Month.”

Section 9.2(a) shall be amended by adding the following sentence to the end of the subsection:

Section 9.2(b) shall be amended by deleting the phrase “a period of sixty (60) days after receipt of the Offer Notice” and replacing it with the phrase “until the end of the AMI Election Period”.

Section 9.2(e) shall be amended by deleting the phrase “within thirty (30) days of its receipt of the Offer Notice stating that it does not agree with the Acquiring Development Party’s statement of the Cash Value” and replacing it with the phrase “within twenty (20) days of its receipt of the Offer Notice stating that it does not agree with the Acquiring Development Party’s statement of the Cash Value”.

Section 9.2 shall be amended by adding the following subsections (k) and (l):

The Development Parties agree to use good faith efforts to keep each other informed of any prospective Acquired Interest being pursued by each Development Party or its Affiliates within the East Texas/North Louisiana Area prior to the time that an Offer Notice is required under Section 9.2(a). Such obligation shall be subject to confidentiality agreements entered into with third parties; provided that each Development Party shall use its good faith efforts to (i) provide notice of the prospective opportunity prior to entering into any confidentiality agreement and (ii) have an exception included in such agreement allowing disclosure to the other Development Parties and their Affiliates subject to their execution of a substantially similar confidentiality agreement.

The area of mutual interest described in Section 9.1 and the applicable area of mutual interest procedures set out in Section 9.2(a) through (k) shall be extended until August 14, 2016, for any Acquired Interest that is located within the Core AMI Area, but only with respect to that portion of any Acquired Interest that is located within such area.”

Section 14.2 shall be amended by deleting such section in its entirety and replacing it with the following:

Each use of the term “HSSE” throughout the JDA shall be deleted and replaced with the term “EHS”. The defined terms in Appendix I previously beginning with the term “HSSE” and now beginning with the term “EHS” shall be reordered in the appropriate alphabetic locations.

Appendix I shall be amended by deleting the definition for “HSSE” in its entirety.

Appendix I shall be amended by deleting the definition for “Secondee” and replacing it with the following:

Appendix I shall be amended by adding the following definitions in their correct alphabetic locations:

The JDA shall be amended by attaching Exhibit “J” attached hereto as Exhibit “J” to the JDA.

Application of Certain Provisions. The terms of Sections 13.1, 13.2, 14.1, 14.2, 14.3, 14.4, 14.6, 14.7, 14.8, 14.9, 14.10, 14.11, 14.12(a), 14.13 and 14.14 of the JDA are incorporated herein by reference as if set out in full herein.

Ratification. Except as amended herein, the terms and conditions of the JDA shall remain in full force and effect. Any and all references to the JDA shall hereafter refer to the JDA as amended by this Amendment.