“ EXCO Guarantor ” means EXCO and each Subsidiary of EXCO that hereafter executes and delivers to the Administrative Agent and the Lenders a Guarantee in the form attached hereto as Exhibit E.

1.2                                Indebtedness.  Section 7.01 of the Credit Agreement shall be and it hereby is amended by deleting clauses (h), (i) and (j) of such Section and inserting the following in replacement thereof:

(h) prior to the consummation of the Initial Public Offering and the receipt by EXCO of the proceeds thereof, Indebtedness under the Term Facility in an aggregate principal amount not exceeding $200,000,000 at any time outstanding;

(i) Guarantees of the EXCO Revolving Facility; provided that, simultaneously with the execution and delivery of any such Guarantee of the EXCO Revolving Facility, EXCO and its Material Domestic Subsidiaries (as defined in the EXCO Revolving Facility) execute and deliver to the Administrative Agent a Guarantee in the form attached hereto as Exhibit E;

(j) Indebtedness under the 7¼% Senior Notes due 2011 of EXCO issued under that certain Indenture dated January 20, 2004, by and among EXCO, certain Subsidiaries of EXCO and Wilmington Trust Company, in its capacity as trustee.

(k) Other unsecured Indebtedness of the Credit Parties in an aggregate principal amount not exceeding $1,000,000 at any time outstanding.

1.3                                Liens.  Section 7.02 of the Credit Agreement shall be and it hereby is amended by deleting the word “and” at the end of clause (e) of such Section, deleting the period “.” at the end of clause (f) of such Section and inserting  “; and” at the end of such clause and by inserting the following at the end of such Section as clauses (g) :

(g) Liens securing the Indebtedness liabilities and obligations of EXCO and its Subsidiaries under the EXCO Revolving Facility including the Indebtedness permitted under clause (i) of Section 7.01.

1.4                                Restricted Payments.  Section 7.06 of the Credit Agreement shall be and it hereby is amended by amending and restating clause (f)  of such Section to read in its entirety as follows:

(f) so long as no Default shall have occurred and be continuing or would result from the making of such Restricted Payment, (i) at any time prior to the IPO Date, Restricted Payments by the Borrower to Holdings to (1) fund the payment by Holdings of administrative, legal, financial, accounting or other similar expenses relating to Holdings’ direct or indirect ownership of the Borrower, so long as payments are paid as and when needed by Holdings and do not exceed in the aggregate $1,000,000 in any fiscal year of the Borrower; (2) pay the consolidated tax liabilities of Holdings and its

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Subsidiaries so long as Holdings applies the amount of any such Restricted Payment for such purpose and the Borrower’s  aggregate Restricted Payments for payment of such taxes as a result of the filing of a consolidated return with Holdings is not greater nor the receipt of tax benefits less, than they would have been had the Borrower not filed a consolidated return with Holdings; and (3) fund the repurchase, redemption or other acquisition or retirement for value of any of Holdings’ Equity Interests upon the termination of employment, death, permanent disability or retirement of any officer or employee of Holdings or any of its Subsidiaries; provided that, the aggregate amount of such Restricted Payments pursuant to this clause (3) shall not exceed $2,000,000 in the aggregate; and (ii) at any time on or after the IPO Date, but subject to the  consummation of the IPO and the repayment in full in cash of the Term Facility, Restricted Payments by the Borrower to EXCO.

1.5                                Events of Default.  Article IX of the Credit Agreement shall be and it hereby is amended by deleting the word “or” from clause (m) of such Article and inserting the following as clauses (o) and (p) of such Article:

(o) EXCO fails to apply the proceeds of the Initial Public Offering, its cash or the proceeds of Indebtedness it incurs on the IPO Date in accordance with the Use of Proceeds section of EXCO’s S-1 Registration Statement filed in connection with the Initial Public Offering or otherwise fails to comply with the covenants regarding the application of the proceeds of the Initial Public Offering set forth in the Underwriting Agreement executed and delivered by EXCO in connection with the Initial Public Offering; or

(p) EXCO or any of its Material Domestic Subsidiaries (as defined in the EXCO Revolving Facility) ceases to be an EXCO Guarantor at any time after Borrower becomes a Subsidiary of EXCO.

1.6                                Exhibits.   Exhibit E attached hereto shall be and it hereby is added to the Credit Agreement as Exhibit E.

1.7                                Consent and Waiver. Administrative Agent and each Lender hereby consents to, and waives any Default arising from, the EXCO’s use of the proceeds of the Initial Public Offering, cash on hand and loans made under the EXCO Revolving Facility in accordance with the Use of Proceeds section of the Company’s S-1 Registration Statement filed in connection with the Initial Public Offering and the covenants regarding the application of the proceeds of the Initial Public Offering set forth in the Underwriting Agreement executed and delivered by EXCO in connection with the Initial Public Offering, including the use of such proceeds on, or within five (5) Business Days following, the IPO Date to (i) repay $350.0 million in principal plus accrued and unpaid interest under an interim loan facility incurred in connection with the recent equity buyout of EXCO Holdings, Inc., a Delaware corporation, (ii) repay $202.1 million in principal plus accrued and unpaid interest under the Term Facility, (iii) redeem the 15% Series A Convertible Preferred Stock of TXOK for approximately $162 million and (iv) pay approximately $3.7 million in fees and expenses incurred in connection with the Initial Public Offering.

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SECTION 2.                             Conditions.  The amendments to the Credit Agreement contained in Section 1 of this Amendment shall be effective upon the satisfaction of each of the conditions set forth in this Section 2 .

2.1                                Execution and Delivery .  Each Credit Party shall have executed and delivered this Amendment.

2.2                                EXCO Revolving Facility Amendment.   The Administrative Agent shall have received a fully executed amendment of the EXCO Revolving Facility amending such facility to permit the Indebtedness evidenced by the Credit Agreement and the other Loan Documents and the Liens securing the Obligations.

2.3                                EXCO Guarantors.   The Administrative Agent shall have received a fully executed Guarantee in the form attached hereto as Exhibit E from EXCO and each of its Material Domestic Subsidiaries (as defined in the EXCO Revolving Facility).

2.4                                No Default .  No Default shall have occurred and be continuing.

2.5                                Other Documents .  The Administrative Agent shall have received such other instruments and documents incidental and appropriate to the transaction provided for herein as the Administrative Agent or its special counsel may reasonably request, and all such documents shall be in form and substance satisfactory to the Administrative Agent.

SECTION 3.                             Representations and Warranties of Borrower .  To induce the Lenders to enter into this Amendment, each Credit Party hereby represents and warrants to the Lenders as follows:

3.1                                Reaffirmation of Representations and Warranties/Further Assurances .  After giving effect to the amendments herein, each representation and warranty of such Credit Party contained in the Credit Agreement or in any other Loan Document is true and correct in all material respects on the date hereof (except to the extent such representations and warranties relate solely to an earlier date).

3.2                                Corporate Authority; No Conflicts .  The execution, delivery and performance by such Credit Party of this Amendment and all documents, instruments and agreements contemplated herein are within such Credit Party’s corporate or other organizational powers, have been duly authorized by necessary action, require no action by or in respect of, or filing with, any court or agency of government and do not violate or constitute a default under any provision of any applicable law or other agreements binding upon such Credit Party or result in the creation or imposition of any Lien upon any of the assets of such Credit Party except for Liens permitted under Section 7.02 of the Credit Agreement.

3.3                                Enforceability .  This Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (ii) the availability of equitable remedies may be limited by equitable principles of general application.

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3.4                                Short Term Notes .  The Short Term Notes were paid in full prior to the date hereof with the proceeds of a cash equity contribution in accordance with Section 7.14 of the Credit Agreement.

SECTION 4.                             Miscellaneous .

4.1                                Reaffirmation of Loan Documents and Liens .  Any and all of the terms and provisions of the Credit Agreement and the Loan Documents shall, except as amended and modified hereby, remain in full force and effect.  Each Credit Party hereby agrees that the amendments and modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of any Credit Party under the Credit Agreement and the other Loan Documents or the Liens securing the payment and performance thereof.

4.2                                Parties in Interest .  All of the terms and provisions of this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

4.3                                Legal Expenses.   Each Credit Party hereby agrees to pay all reasonable fees and expenses of special counsel to the Administrative Agent incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and all related documents.

4.4                                Counterparts .  This Amendment may be executed in one or more counterparts and by different parties hereto in separate counterparts each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.  However, this Amendment shall bind no party until each Credit Party, the Lenders (or at least the required percentage thereof), and the Administrative Agent have executed a counterpart.  Delivery of photocopies of the signature pages to this Amendment by facsimile or electronic mail shall be effective as delivery of manually executed counterparts of this Amendment.

4.5                                Complete Agreement .  THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

4.6                                Headings .  The headings, captions and arrangements used in this Amendment are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties have caused this Second Amendment to Revolving Credit Agreement to be duly executed as of the date first above written.