“Excluded Properties” means certain Oil and Gas Interests acquired by the Borrower or its MLP Subsidiaries in connection with the Winchester Acquisition and located in Adams County, Mississippi and Montague, Foard, Runnels, Garza and Nacogdoches Counties, Texas.

“First Amendment” means that certain First Amendment to Credit Agreement, dated October 2, 2006, by and among the Borrower, certain Subsidiaries of the Borrower, Lenders and Administrative Agent.

“Interestholder Subsidiary” means any Subsidiary that owns or holds MLP Interests or any other Equity Interests of the MLP.

“Merger Sub” means Winchester Acquisition, LLC, a Delaware limited liability company, and its successors.

“MLP” means EXCO Partners, LP, a Delaware limited partnership.

“MLP Agreements” means, collectively, (i) that certain Administrative Services Agreement, dated as of October 2, 2006, by and among the Borrower, the MLP General Partner and certain of the MLP Subsidiaries, (ii) that certain Omnibus Agreement, dated as of October 2, 2006, by and among the Borrower and certain of the MLP Subsidiaries, and (iii) the other agreements, certificates and instruments executed and delivered in connection with the agreements described in the foregoing clauses (i) and (ii), all as amended, supplemented or modified  from time to time as permitted by this Agreement.

“MLP Contribution Agreement” means that certain Contribution, Conveyance and Assumption Agreement, dated as of October 2, 2006, among the Borrower, the MLP General Partner, the MLP and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder and pursuant to which the Transferred Subsidiaries and the Transferred Oil and Gas Interests are transferred to the MLP or certain of its Subsidiaries.

“MLP Contribution Documents” means, collectively, (i) the MLP Contribution Agreement, (ii) the MLP Agreements and (iii) the other agreements, certificates and instruments executed and delivered in connection with the agreements described in the foregoing clauses (i) and (ii), all as amended, supplemented or modified  from time to time as permitted by this Agreement.

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“MLP Contribution Date” means the date on which the transactions contemplated by the MLP Contribution Agreement are consummated including the transfer of the Transferred Subsidiaries and the Transferred Oil and Gas Interests to the MLP  Subsidiaries in accordance with the MLP Contribution Agreement.

“MLP General Partner” means EXCO GP Partners, LP, a Delaware limited partnership and its successors and permitted assigns that are admitted to the MLP as general partner of the MLP.

“MLP Interests” means the limited partnership interest in the MLP.

“MLP Partnership Agreement” means the Agreement of Limited Partnership of the MLP, as the same may be amended or restated from time to time.

“MLP Public Offering” means a sale by the MLP of MLP Interests in an underwritten (firm commitment) initial public offering registered under the Securities Act of 1933, resulting in the listing of MLP Interests on a nationally recognized stock exchange, including without limitation, the NASDAQ National Market System or the New York Stock Exchange.

“MLP Rights” means the rights to purchase MLP Interests issued to Borrower by the MLP in connection with the transfer of the Transferred Subsidiaries and the Transferred Oil and Gas Interests to the MLP  Subsidiaries.

“MLP Subsidiaries” means, collectively, the MLP and its Subsidiaries.

“Net Working Capital” means, on any date of determination, the sum of (a) Consolidated Current Assets as of such date (calculated without including Unused Commitments as of such date) minus (b) Consolidated Current Liabilities as of such date.

“ROJO Pipeline” means ROJO Pipeline, Inc. a Texas corporation, and its successors.

“Surplus Cash” means the lesser of (i) cash and cash equivalents of the Borrower and its Restricted Subsidiaries, on a consolidated basis, that constitute Permitted Investments and (ii) the amount by which Net Working Capital exceeds zero ($0.00).

“Transferred Oil and Gas Interests” means, collectively, (i) the Oil and Gas Interests of the Transferred Subsidiaries, including all legal and beneficial interests in such Oil and Gas Interests, and (ii) the Oil and Gas Interests owned or held by the Borrower or any of its Restricted Subsidiaries and located in Cherokee, Houston, Polk, Limestone, Rusk or Smith Counties, Texas or Desoto Parish, Louisiana and, in each case, transferred to certain of the MLP Subsidiaries on the MLP Contribution Date.

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“Transferred Subsidiaries” means, collectively, Merger Sub, ROJO Pipeline and TXOK Resources Holdings and its Subsidiaries.

“TXOK Resources Holdings” means TXOK Energy Resources Holdings, L.L.C., a Delaware limited liability company and its successors. .

“Winchester Acquisition” means the acquisition of all of the issued and outstanding Equity Interests of Winchester Energy Company, Ltd., from Progress Fuels Corporation pursuant to that certain Agreement and Plan of Merger dated as of July 22, 2006, as amended though the date hereof.

1.2          Amended Definitions.  Section 1.01 of the Credit Agreement shall be and it hereby is amended by amending and restating the following definitions to read in their entirety as follows:

“Borrowing Base Properties” means all Oil and Gas Interests of the Borrower and the Restricted Subsidiaries evaluated by the Lenders for purposes of establishing the Borrowing Base; provided that, from and after the MLP Contribution Date, neither the Transferred Oil and Gas Interests nor any Oil and Gas Interests owned by any MLP Subsidiary shall constitute Borrowing Base Properties.

“Consolidated Funded Indebtedness” means, as of any date and without duplication, Indebtedness of the Borrower and the Restricted Subsidiaries of the type described in clauses (a), (b), (c), (d), (e), (f), (g) or (h) of the definition of Indebtedness, minus  Surplus Cash.

“Consolidated Net Income” means for any period, the consolidated net income (or loss) of the Borrower and its Consolidated Subsidiaries, as applicable, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Consolidated Subsidiary of the Borrower, or is merged into or consolidated with the Borrower or any of its Subsidiaries, as applicable, (b) the income (or deficit) of any Person in which any other Person (other than the Borrower or any of its Restricted Subsidiaries) has a Equity Interest, except to the extent of the amount of dividends or other distributions actually paid to the Borrower or any of its Restricted Subsidiaries during such period, and (c) the undistributed earnings of any Consolidated Subsidiary of the Borrower, to the extent that the declaration or payment of dividends or similar distributions by such Consolidated Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Document or the Indenture) or by any law applicable to such Consolidated Subsidiary.

 “Material Domestic Subsidiary” means any Domestic Subsidiary (other than the MLP Subsidiaries) that owns or holds assets, properties or interests (including Oil and Gas Interests but excluding Equity Interests in the MLP, whether owned directly or indirectly) with an aggregate fair market value, on a

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consolidated basis, greater than five percent (5%) of the aggregate fair market value of all of the assets, properties and interests (including Oil and Gas Interests but excluding Equity Interests in the MLP, whether owned directly or indirectly) of the Borrower and the Restricted Subsidiaries, on a consolidated basis.

“Obligations” means any and all obligations of every nature, contingent or otherwise, whether now existing or hereafter arising, of any Credit Party from time to time owed to the Administrative Agent, the Issuing Bank, the Lenders or any of them or any Lender Counterparty arising under or in connection with any Loan Document or Swap Agreement (including, any and all obligations, contingent or otherwise, whether now existing or hereafter arising, of any Credit Party under any Existing Swap Agreement and any and all obligations, contingent or otherwise, whether now existing or hereafter arising, of any Credit Party with respect to any transactions under any Swap Agreement with any Person that was a Lender Counterparty at the time such Credit Party entered into such transactions regardless of whether such Person is no longer a Lender Counterparty), whether for principal, interest, reimbursement of amounts drawn under any Letter of Credit, payments for early termination of Swap Agreements, funding indemnification amounts, fees, expenses, indemnification or otherwise.

1.3          Commitment Reductions.  Section 2.02(d) of the Credit Agreement shall be and it hereby is amended by replacing the reference to “Section 7.04(a)(vi)” in such Section with “Section 7.03(a)(vi)”.

1.4          Mandatory Prepayment.  Section 2.12 of the Credit Agreement shall be and it hereby is amended by amending subsection (b) in its entirety to read as follows and inserting the following clause (c) at the end of such Section:

(b)          If the Borrower or any Restricted Subsidiary sells, transfers or otherwise disposes of any Borrowing Base Properties at any time a Borrowing Base Deficiency exists or would exist after giving effect to such sale, transfer or disposition, the Borrower shall prepay the Borrowings in an amount equal to the Net Cash Proceeds received from such sale, transfer or other disposition on the date it or any Restricted Subsidiary receives such Net Cash Proceeds; provided, however that amounts applied to the payment of Borrowings pursuant to this Section may be reborrowed subject to and in accordance with the terms of this Agreement.  Amounts applied to the prepayment of Borrowings pursuant to this Section shall be first applied to Swingline Borrowings then outstanding and upon payment in full of all outstanding Swingline Borrowings, second, ratably to ABR Revolving Borrowings then outstanding and, upon payment in full of all outstanding ABR Revolving Borrowings, third, to Eurodollar Revolving Borrowings then outstanding, and if more than one Eurodollar Revolving Borrowing is then outstanding, to each such Eurodollar Revolving Borrowing beginning with the Eurodollar Revolving Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Revolving Borrowing with the most number of days remaining in the Interest Period applicable thereto, subject to the payment of any funding

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indemnification amounts required by Section 2.17 but without penalty or premium.

(c)           On the MLP Contribution Date, Borrower shall cause the MLP Subsidiaries to pay in full the CapEx Reimbursement to Borrower and Borrower shall use the proceeds of the CapEx Reimbursement to prepay the Borrowings in an amount equal to the amount of the CapEx Reimbursement; provided, however, that amounts applied to the payment of Borrowings pursuant to this Section  2.12(c) may be reborrowed subject to and in accordance with the terms of this Agreement.  Amounts applied to the prepayment of Borrowings pursuant to this Section 2.12(c) shall be first applied to Swingline Borrowings then outstanding and upon payment in full of all outstanding Swingline Borrowings, second, ratably to ABR Revolving Borrowings then outstanding and, upon payment in full of all outstanding ABR Revolving Borrowings, third, to Eurodollar Revolving Borrowings then outstanding, and if more than one Eurodollar Revolving Borrowing is then outstanding, to each such Eurodollar Revolving Borrowing beginning with the Eurodollar Revolving Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Revolving Borrowing with the most number of days remaining in the Interest Period applicable thereto, subject to the payment of any funding indemnification amounts required by Section 2.17 but without penalty or premium.

1.5          Financial Statements.  Paragraphs (a) and (b) of Section 6.01 of the Credit Agreement shall be and they hereby are amended and restated in their entirety to read as follows:

(a)          within 90 days after the end of each fiscal year of the Borrower, the audited consolidated (and unaudited consolidating) balance sheet  and related consolidated (and with respect to statements of operations, consolidating) statements of operations, stockholders’ equity and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by a firm of independent public accountants reasonably acceptable to Administrative Agent (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated and consolidating financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated and consolidating basis in accordance with GAAP consistently applied;

(b)          within 45 days after the end of each fiscal quarter of the Borrower, the consolidated (and consolidating) balance sheet and related consolidated (and with respect to statements of operations, consolidating) statements of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous

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fiscal year, all certified by a Responsible Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated and consolidating basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

1.6          Maintenance of Certain Swap Agreements.  Section 6.11 of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:

6.11        Swap Agreements.  Except as otherwise provided in Section 7.05, the Borrower will, and will cause each Restricted Subsidiary to, maintain the Existing Swap Agreements and none of the Existing Swap Agreements may be amended, modified or cancelled without the prior written consent of the Required Lenders.  Upon the request of the Required Lenders, the Borrower and each Restricted Subsidiary shall use their commercially reasonable efforts to cause each Swap Agreement to which the Borrower or any Restricted Subsidiary is a party (i) to permit the Lenders to cure any  default or event of default and assume the obligations of each Credit Party under such agreement or contract and (ii) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders cure such defaults or events of default  and assume such obligations.  Upon the request of the Administrative Agent, the Borrower shall, within thirty (30) days of such request, provide to the Administrative Agent and each Lender copies of all agreements, documents and instruments evidencing the Swap Agreements not previously delivered to the Administrative Agent and Lenders, certified as true and correct by a Responsible Officer of the Borrower, and such other information regarding such Swap Agreements as the Administrative Agent and Lenders may reasonably request.

1.7          Indebtedness.  Section 7.01 of the Credit Agreement shall be and it hereby is amended by deleting “and” at the end of clause (h) of such Section and amending and restating the remainder of such Section in its entirety to read as follows:

(i)           Indebtedness consisting of contingent obligations with respect to the investment permitted under Section 7.04(h); and

(j)            Other unsecured Indebtedness of the Credit Parties in an aggregate principal amount not exceeding $5,000,000 at any time outstanding.

1.8          Investments.  Section 7.04 of the Credit Agreement shall be and it hereby is amended by deleting “and” at the end of clause (f) of such Section and amending and restating the remainder of such Section in its entirety to read as follows:

(g)          investments in the MLP Subsidiaries on the MLP Contribution Date consisting of the Equity Interests of the Transferred Subsidiaries and the Transferred Oil and Gas Interests in exchange for MLP Interests representing not less than 100% of the issued and outstanding MLP Interests on the MLP Contribution Date, the MLP Rights and the payment of the CapEx

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Reimbursement, in each case, in accordance with the MLP Contribution Documents and without waiver or amendment of any material term thereof;

(h)          at any time after April 2, 2008, investments in the MLP Subsidiaries consisting of cash or Permitted Investments; provided that (i) the MLP Public Offering has not been consummated prior to the date of such investment, (ii) no Default has occurred and is continuing or would result from the making of such investment, (iii) after giving effect to such investment, the Borrowing Base exceeds  Aggregate Credit Exposure by an amount equal to or greater than 10% of the Borrowing Base and (iv) the amount of investments made pursuant to this clause (h) of Section 7.04 (in each case with respect to Permitted Investments, determined based on the fair market value of such Permitted Investment at the time of such investment) does not exceed in the aggregate $150,000,000;

(i)           the purchase of the Excluded Properties; and

(j)            other investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such other investment is made, the amount of such investment, together with all other investments made pursuant to this clause (j) of Section 7.04 (in each case determined based on the cost of such investment) since the Effective Date, does not exceed in the aggregate, $10,000,000.

1.9          Swap Agreements.  Section 7.05 of the Credit Agreement shall be and it hereby is amended by inserting the following at the end of such Section:

Notwithstanding the foregoing, on the MLP Contribution Date, the Swap Agreements and related transactions described on Annex A to the First Amendment may be transferred and assigned to any one or more of the MLP Subsidiaries, whether by transfer of the Transferred Subsidiaries or otherwise; provided that the Borrower and any Restricted Subsidiary which is a party to any such Swap Agreements as of the MLP Contribution Date (other than the Transferred Subsidiaries) is released from all liability with respect to such Swap Agreements effective as of the MLP Contribution Date on terms and conditions acceptable to the Administrative Agent.

1.10        Restricted Payments.  Section 7.06 of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:

Section 7.06.        Restricted Payments.  The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that (a) the Borrower may declare and pay dividends and distributions with respect to its Equity Interests payable solely in additional shares of its common stock, (b) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Restricted Subsidiaries in an aggregate amount not to exceed

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$2,000,000 in any fiscal year, (c) so long as no Default has occurred and is continuing, the Borrower may declare and make distributions of the MLP Rights, and (d) any Restricted Subsidiary may make Restricted Payments to the Borrower or any Guarantor.

1.11        Affiliate Transactions.  Section 7.07 of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:

Section 7.07         Transactions with Affiliates.  The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Restricted Subsidiaries not involving any other Affiliate, (c) transactions described on Schedule 7.07, (d) any Restricted Payment permitted by Section 7.06, (e) the investments permitted under Section 7.04, including the transactions contemplated by the MLP Contribution Agreement and the transactions contemplated by the MLP Agreements  after the MLP Contribution Date; and (f) the purchase of the Excluded Properties from any one or more of the MLP Subsidiaries.

1.12        Amendment of Certain Agreements.  Section 7.10 of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:

Section 7.10         Amendments of Certain Agreements.  The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, enter into or permit any material modification or amendment of, or waive any material right or obligation of any Person under its Organizational Documents, or the MLP Contribution Documents.  The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, enter into or permit any modification or amendment of the Senior Note Documents the effect of which is to (a) increase the maximum principal amount of the Senior Notes or the rate of interest on any of the Senior Notes (other than as a result of the imposition of a default rate of interest in accordance with the terms of the Senior Note Documents), (b) change or add any event of default or any covenant with respect to the Senior Note Documents if the effect of such change or addition is to cause any one or more of the Senior Note Documents to be more restrictive on the Borrower or any of its Subsidiaries than such Senior Note Documents were prior to such change or addition, (c) change the dates upon which payments of principal or interest on the Senior Notes are due, (d) change any redemption or prepayment provisions of the Senior Notes, (e) alter the subordination provisions, if any, with respect to any of the Senior Note Documents, (f) change any of Sections 4.07(a), 10.06, 10.07 or 12.03 of the Indenture or the penultimate paragraphs of each of Sections 9.01 or 9.02 of the Indenture, (g) grant any Liens in any assets of the Borrower or any of its Subsidiaries, or (h) permit any Subsidiary to Guarantee the Senior Notes unless