Exhibit 10.4

EXECUTION VERSION

SECOND AMENDED AND RESTATED EQUITY CONTRIBUTION AGREEMENT (this “Agreement”), dated as of October 13, 2006, among EXCO RESOURCES, INC., a Texas corporation (the “Equity Contributor”), EXCO PARTNERS OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the “Borrower”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Senior Term Credit Agreement, dated as of October 2, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Guarantors party thereto, the Lenders, certain other entities and the Administrative Agent.

W I T N E S S E T H:

WHEREAS, the Equity Contributor owns, indirectly, 100% of the partners equity of the Borrower;

WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;

WHEREAS, the Equity Contributor will derive substantial benefit from the making of the extensions of credit under the Credit Agreement; and

WHEREAS, the parties hereto entered into an Equity Contribution Agreement dated as of October 2, 2006 (as amended and restated by the Amended and Restated Equity Contribution Agreement dated as of October 4, 2006) and wish to amend and restate such Agreement pursuant to this Agreement;

NOW, THEREFORE, in consideration of the premises set forth above and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.  DEFINITIONS

1.1  Defined Terms and Principles of Construction.  (a)  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement (such definitions to be equally applicable to both the singular and plural forms of the terms defined), and the following terms shall have the following meanings:

“Administrative Agent”:  as defined in the preamble hereto.

“Agreement”:  as defined in the preamble hereto.

“Credit Agreement”:  as defined in the preamble hereto.

“Debt Incurrence Amount”:  as defined in Section 2.1(a) hereof.

“Equity Contribution”:  as defined in Section 2.1 hereof.

“Equity Contributor”:  as defined in the preamble hereto.

“Equity Contribution Date”:  the date that is eighteen months after the Effective Date.

“Limitation Sentence”:  as defined in Section 2.1(a) hereof.

“Measurement Date”:  as defined in Section 2.1(a) hereof.

“Option”:  as defined in Section 2.1(b) hereof.

“RP Baskets”:  the baskets described in Section 4.05(a) or 4.05(b)(1) of the Senior Note Indenture, in each case as in effect on the date hereof.

“Senior Credit Agreement”:  the Credit Agreement dated as of March 17, 2006 among the Equity Contributor, certain of its Subsidiaries, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, as amended by the First Amendment thereto dated as of October 2, 2006.

“Senior Note Indenture:  the Senior Note Indenture dated as of January 20, 2004 among the Equity Contributor, certain of its Subsidiaries and Wilmington Trust Company, as trustee, as supplemented by the First Supplemental Indenture thereto dated as of January 27, 2004, pursuant to which the Senior Notes were issued.

“Senior Notes”:  the Equity Contributor’s 7-1/4% Senior Notes due 2011.

(b)           The words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

SECTION 2.  OBLIGATIONS OF THE EQUITY CONTRIBUTOR

2.1  Equity Contribution.  (a)  Subject in all respects to the next sentence hereof (the “Limitation Sentence”), if any Loans shall remain outstanding on the Equity Contribution Date, the Equity Contributor hereby agrees, for the benefit of the Borrower and the Secured Parties, to make a cash common equity contribution to the Borrower on the Equity Contribution Date in an amount equal to the lesser of (i) $150,000,000 and (ii) the aggregate principal amount of the Loans then outstanding (the “Equity Contribution”).  Notwithstanding the foregoing, the agreement of the Equity Contributor in this Section 2.1(a) shall be of no force or effect, and shall not constitute an obligation of any nature, in an amount that exceeds, on each day from and after the date hereof (each, a “Computation Day”), the highest Interim Contribution Amount computed on any day during the period from the date hereof to such Computation Day.  As used herein, “Interim Contribution Amount” means, on each Computation Day, the lesser of (i) the amount available under the RP Baskets on such Computation Day and (ii) the amount of Indebtedness that may be incurred under Section 4.04(a) of the Senior Note Indenture as of the most recent Measurement Date (as defined below) occurring on or prior to such Computation Day (the “Debt Incurrence Amount”).  The Debt Incurrence Amount shall be calculated on the date hereof, on the Equity Contribution Date and, whether before or after the Equity Contribution Date, on each date on which quarterly or annual financial statements of the Equity Contributor become available and on each date on which any amount becomes available under any RP Basket (each such calculation date, a “Measurement Date”).  On the Equity Contribution Date, the amount of the Equity Contribution required to be made shall equal the lesser of (i) the full amount of the Equity Contribution and (ii) the highest Interim Computation Amount as of any Computation Day occurring on or prior to the Equity Contribution Date.   If, due to the Limitation Sentence, the full amount of the Equity Contribution cannot be made on the Equity Contribution Date, then, on each subsequent Measurement Date, the Equity Contributor shall make an additional portion of the Equity Contribution in an amount equal the lesser of (i) the theretofore unfunded portion of the Equity Contribution, (ii) the amount available under the RP Baskets on such

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Measurement Date and (iii) the Debt Incurrence Amount as of such Measurement Date.  The Limitation Sentence shall cease to be applicable if the Senior Notes are redeemed or defeased.  For avoidance of doubt, it is understood that, if (i) the Senior Note Indenture does not permit the funding of the full amount of the Equity Contribution on the Equity Contribution Date and (ii) the Equity Contributor has not redeemed or defeased all of the Senior Notes on or prior to the Equity Contribution Date, then the Equity Contributor will be in violation of Section 4.2(e) hereof.  Notwithstanding anything to the contrary in this Section 2.1(a), all or a portion of the Equity Contribution may be funded by the Borrower’s parent, EXCO Partners, LP (the “Parent”), so long as (i) the proceeds thereof are contributed to the Borrower in the form of common equity and (ii) no more than 25% of the direct or indirect voting or economic interest in the Parent may be issued or sold in connection therewith.

(b)           If Lenders holding at least 66 2/3% of the aggregate principal amount of the Loans (excluding for such purpose any Loans held by (1) any Lender that owns, or has one or more affiliates that owns, greater than 10% of the voting or economic interest in the Equity Contributor (determined in the aggregate with respect to any Lender and its affiliates) or (2) any Lender that holds, or has an affiliate that holds, a seat on the Board of Directors of the Equity Contributor)so determine (the “Option”), then, in lieu of complying with Section 2.1(a) hereof, on the Equity Contribution Date, (i) the Equity Contributor shall be required to add the Borrower and its Subsidiaries as “Restricted Subsidiaries” under and as defined in the Senior Credit Agreement and the Senior Note Indenture and (ii) the Equity Contributor shall provide, and cause the Restricted Subsidiaries as so defined to provide, guarantees secured by blanket liens on all of their properties and assets in respect of the Loans on terms substantially consistent with the guarantees and collateral provided under the Credit Agreement, in each case pursuant to documentation reasonably satisfactory to the Administrative Agent.  Notwithstanding the foregoing, the Option shall be available only if compliance with this Section 2.1(b) is permitted by the Senior Credit Agreement (if still in effect).  The Equity Contributor agrees to use commercially reasonable efforts to seek the requisite consent of lenders under the Senior Credit Agreement to the exercise of the Option.  If the Option is exercised, then upon and during the effectiveness of the aforementioned guarantees and liens, any provision of this Agreement specifically relating to the Equity Contribution shall cease to be effective.

2.2  Application of the Cash Equity Contribution.  The proceeds of the Equity Contribution shall be used by the Borrower to prepay the Loans in accordance with the terms of Section 2.10 of the Credit Agreement.

2.3  Obligations Unconditional; Waiver of Defenses.

(a)           Except as provided in Section 2.1, the obligations of the Equity Contributor to make, and the Borrower’s right to receive, the Equity Contribution pursuant to Section 2.1(a), and, if applicable, the obligation of the Equity Contributor to comply with Section 2.1(b), are irrevocable, absolute and unconditional.  The Equity Contributor hereby unconditionally waives notice of acceptance hereof, of any action taken or omitted in reliance hereon and of any defaults by the Borrower or any other Person in the payment of any amounts due under any Loan Document, and further unconditionally waives diligence, protest, presentment, filing of claims with a court in the event of the bankruptcy of the Borrower or any other Person, any right to require a proceeding against the Borrower or any other Person or that the Borrower or any other Person be joined in any proceeding, any marshaling of assets of the Borrower or any other Person, the Borrower’s or any other Person’s providing security for any of the obligations hereunder or any notice of default with respect thereto, or any other act or omission or requirement or delay to do any other act or thing which might in any manner or to any extent operate as a discharge of any of the obligations of the Equity Contributor hereunder.  The Equity Contributor agrees that this Agreement shall remain in full force and effect without regard to, and shall not be affected or impaired by, any invalidity, irregularity or unenforceability in whole or in part of, or any default under,

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any Loan Document which may now or hereafter be caused or imposed in any manner whatsoever, or the bankruptcy or insolvency of the Borrower or any other Person.

(b)           The obligations of the Equity Contributor under this Agreement shall not be subject to (and the Equity Contributor hereby unconditionally waives) any notice of non-payment, demand, abatement, reduction, limitation, impairment, termination, set-off, defense, counterclaim or recoupment whatsoever or any right to any thereof, and shall not be released, discharged or in any way affected by any reorganization, arrangement, compromise, composition or plan affecting the Borrower or any other Person, or by any compromise, settlement, release, amendment, waiver, addition, modification, or termination of any or all of the obligations, conditions, covenants or agreements of the Borrower or any other Person under or in respect of any Loan Document or by the taking or omission of any action referred to in any Loan Document (including, without limitation, the enforcement, assertion or exercise of any such right, power or remedy), or by the exchange, surrender, substitution or modification of any security for the Obligations, whether or not the undersigned shall have notice or knowledge of any of the foregoing.

2.4  Overdue Amounts.  From the date the Equity Contribution shall be due and payable under this Agreement until the date the Equity Contributor shall have paid the Equity Contribution in full, interest shall accrue on the unpaid amount thereof at a rate per annum equal to the rate then applicable to ABR Loans plus 2% and shall be payable by the Equity Contributor to the Borrower upon demand by the Administrative Agent.

SECTION 3.  SPECIFIC PROVISIONS

3.1  Subrogation.  The Borrower will not exercise any rights which it may have acquired by way of subrogation under this Agreement, by any payment made hereunder or otherwise, or accept any payment on account of any such subrogation rights, unless and until all Obligations shall have been paid in full.

3.2  Reinstatement.  This Agreement and the obligations of the Equity Contributor hereunder shall automatically be reinstated if and to the extent that for any reason any payment made pursuant to this Agreement is rescinded or must otherwise be restored to the Equity Contributor by any beneficiary of this Agreement, whether as a result of any proceedings in bankruptcy or reorganization or otherwise with respect to the Borrower or any other Person or as a result of any settlement or compromise with the Borrower or any other Person (including the Equity Contributor) in respect of such payment, and the Equity Contributor shall indemnify the Administrative Agent and each other Secured Party on demand for all costs and expenses (including, without limitation, fees of counsel) incurred by the Administrative Agent or any other Secured Party in connection with such rescission or restoration.

3.3  Specific Performance.  The Equity Contributor hereby irrevocably waives, to the extent it may do so under applicable law, any defense based on the adequacy of a remedy at law that may be asserted as a bar to the remedy of specific performance in any action brought against the Equity Contributor or any of them for specific performance of this Agreement by the Administrative Agent, the Borrower or any successor or assign thereof or for their benefit by a receiver, custodian or trustee appointed for the Borrower or in respect of all or a substantial part of their respective assets, under the bankruptcy or insolvency laws of any jurisdiction to which the Borrower or its assets are subject.

3.4  Bankruptcy Code Waiver.  The Equity Contributor hereby irrevocably waives, to the extent it may do so under applicable law, any protection it may be entitled to under Sections 365(c)(1) and 365(c)(2) of Title 11 of the U.S. Code (11 U.S.C. § 101 et seq.) (the “Bankruptcy Code”), or any successor provision of law of similar import, in the event of any voluntary or involuntary bankruptcy, insolvency, reorganization, liquidation or arrangement, proceeding or case with respect to the Borrower (a “Bankruptcy”).  Specifically, in the event that the trustee in bankruptcy or the debtor-in-possession takes any action (including, without limitation, the institution of any action, suit or other proceeding in a

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Bankruptcy for the purpose of enforcing the obligat