Item 1.02 Termination of a Material Definitive Agreement.

As previously disclosed, on April 7, 2017, EXCO Operating Company, LP, a Delaware limited partnership (“ EOC ”), and EXCO Land Company, LLC, a Delaware limited liability company (“ EXCO Land ,” and together with EOC, the “ Sellers ”), both wholly owned subsidiaries of EXCO Resources, Inc. (the “ Company ” or “ EXCO ”), entered into a Purchase and Sale Agreement, dated as of April 7, 2017, with VOG Palo Verde LP, a Delaware limited partnership and subsidiary of Venado Oil and Gas, LLC (“ Buyer ,” and together with the Sellers, the “ Parties ”), related to the divestiture by the Sellers of certain oil and natural gas properties and surface acreage located in South Texas (the “ Purchase Agreement ”).

The Purchase Agreement provided for (i) a purchase price of $300.0 million that was subject to certain adjustments, including to account for an effective date of January 1, 2017 for the transaction, and (ii) a $30.0 million deposit into a third party escrow account (the “ Deposit ”) to be paid by Buyer. The closing of the transactions contemplated by the Purchase Agreement (the “ Closing ”) was scheduled to occur on June 1, 2017 (the “ Scheduled Closing Date ”), unless certain conditions to the Closing (the “ Conditions ”) had not been satisfied or waived on or prior to the Scheduled Closing Date.

The Conditions included that (a) the Sellers operate in the ordinary course of business in all material respects during the period from and after signing until the Closing (the “ Covenant Condition ”) and (b) the Sellers’ representations and warranties, including regarding all material contracts, be in full force in effect be true as of the Closing, except for any breach that (together with all other breaches of Sellers’ representations and warranties) could reasonably be expected to cause any liability in an aggregate amount less than 15% of the unadjusted Purchase Price (the “ R&W Condition ”).

On May 31, 2017, Chesapeake Energy Marketing, L.L.C. (“ Chesapeake ”) purportedly terminated a certain transaction confirmation between Chesapeake and Raider Marketing, LP (“ Raider ”), as successor by merger to EOC, dated July 31, 2013 (the “ Contract ”), under that certain Base Contract for the Sale and Purchase of Natural Gas between Chesapeake and Raider, as successor by merger to EOC, dated September 1, 2009. As a result of the alleged termination of the Contract, EOC was forced to shut-in certain wells beginning on June 1, 2017.

Because the Covenant Condition and the R&W Condition were not anticipated to be satisfied or waived by the Scheduled Closing Date, the Parties entered into that certain First Amendment, dated as of May 31, 2017, to extend the Scheduled Closed Date for two weeks. As the Covenant Condition and the R&W Condition were not anticipated to be satisfied or waived by such extended closing date, the Parties entered into that certain Second Amendment to Purchase and Sale Agreement (the “ Amendment” ), dated as of June 20, 2017, pursuant to which Buyer and Sellers (i) instructed the third party escrow agent to return to Buyer $20.0 million of the Deposit, and (ii) extended the Scheduled Closing Date to July 21, 2017; provided that the Sellers would have the option to further extend the Scheduled Closing Date to August 15, 2017. On July 21, 2017, the Sellers exercised such option to extend the Scheduled Closing Date to August 15, 2017.

In addition, the Amendment provided that (i) the R&W Condition would be deemed satisfied by the reinstatement of the Contract or by the entry into a new gathering agreement with terms and conditions that are acceptable to Buyer in its sole discretion and (ii) the Covenant Condition would be deemed waived by the Buyer upon the productivity of the wells that were shut in on or around June 1, 2017 returning to certain levels. The Sellers subsequently entered into a short-term sales contract, which allowed production to come back on-line, satisfying condition (ii).

The Company, Raider and the Sellers (collectively, the “ EXCO Parties ”) filed a petition, application for temporary restraining order and temporary injunction against Chesapeake in Dallas County, Texas due to Chesapeake’s May 31, 2017 purported termination of the Contract. The EXCO Parties asserted claims for breach of contract, declaratory relief, tortious interference with existing contract, and tortious interference with prospective business relations. On June 7, 2017, Chesapeake removed the lawsuit to the United States District Court Northern District of Texas, Civil Action Number 3:17-CV-1516-N. On June 9, 2017, the District Court denied the EXCO

Parties’ application for temporary restraining order. On August 1, 2017, the EXCO Parties filed an amended complaint and added Chesapeake’s parent, Chesapeake Energy Corporation, as a defendant to the lawsuit. The lawsuit remains pending in the District Court with an anticipated trial date in or about the fall of 2018.

As of the close of business on the extended Scheduled Closing Date of August 15, 2017, the Conditions, including, due to Chesapeake’s purported termination of the Contract on May 31, 2017, the R&W Condition, had not been satisfied or waived. As a result, on August 15, 2017, Buyer and Sellers mutually agreed (i) to terminate the Purchase Agreement and (ii) to direct the third party escrow agent to return to Buyer the remaining $10.0 million of the Deposit. Following such termination, except as expressly provided in the Purchase Agreement, the Purchase Agreement will be void and of no further effect and neither Buyer nor Sellers will have any liability thereunder.

The foregoing description of the Purchase Agreement, as amended, does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement and its amendments, which are filed as Exhibits 2.1, 2.2 and 2.3, respectively, to EXCO’s Registration Statement on Form S-3, filed on August 2, 2017, and incorporated by reference herein.