SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.2

EXECUTION VERSION

SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to as the “Amendment”) dated as of July 14, 2008, by and among EXCO OPERATING COMPANY, LP (formerly known as EXCO Partners Operating Partnership, LP) (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors (the “Guarantors”), the LENDERS party hereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (“Administrative Agent”).  Unless the context otherwise requires or unless otherwise expressly defined herein, capitalized terms used but not defined in this Amendment have the meanings assigned to such terms in the Credit Agreement (as defined below).

WITNESSETH:

WHEREAS, Borrower, Guarantors, Administrative Agent and Lenders have entered into that certain Amended and Restated Credit Agreement dated as of March 30, 2007, as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of February 20, 2008 (as the same may further be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); and

WHEREAS, Borrower has requested that the Administrative Agent and the Lenders amend the Credit Agreement to, among other things, permit the incurrence of additional unsecured Indebtedness of the Borrower pursuant to the terms and conditions of a senior unsecured term loan facility in an aggregate principal amount not to exceed $500,000,000.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, Borrower, Guarantors, Administrative Agent and the Lenders hereby agree as follows:

SECTION 1.  Amendments to Credit Agreement.  Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 2 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Amendment, the Credit Agreement shall be amended in the manner provided in this Section 1.

1.1 Additional Definitions.  Section 1.01 of the Credit Agreement shall be and it hereby is amended by inserting the following definitions in appropriate alphabetical order:

“Senior Unsecured Term Loan Facility” means a senior unsecured term loan facility pursuant to which certain financial institutions and other entities have agreed to provide Borrower with unsecured term loans; provided that (i) the stated maturity date of such term loans is not later than December 15, 2008 and (ii) the covenant, default and remedy provisions with respect to such term loans are not materially more restrictive than those set forth in this Agreement.

“Term Loans” means the senior unsecured term loans outstanding under the Senior Unsecured Term Loan Facility.

1.2 Indebtedness.  Section 7.01 of the Credit Agreement shall be and it hereby is amended by (i) renumbering clause (h) of such section to be clause (i) of such section and (ii) inserting a new clause (h) immediately following clause (g) to read as follows:

(h) unsecured Indebtedness of the Borrower under the Senior Unsecured Term Loan Facility in an aggregate principal amount not to exceed $500,000,000 at any time outstanding; and

1.3 Financial Covenants; Consolidated Current Ratio.  Clause (a) of Section 7.11 of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:

(a) Consolidated Current Ratio.  The Borrower will not permit the Consolidated Current Ratio as of the end of any fiscal quarter ending on or after June 30, 2007 to be less than 1.00 to 1.00; provided that for purposes of determining compliance with this Section 7.11(a), the calculation of Consolidated Current Liabilities as of the end of any fiscal quarter ending on or before December 31, 2008, shall not include any Indebtedness of the Borrower under the Senior Unsecured Term Loan Facility to the extent such Indebtedness is permitted under Section 7.01(h).

1.4 Restrictions on Certain Prepayments.  Article VII of the Credit Agreement shall be and it hereby is amended by inserting the following at the end of such Article as Section 7.13:

Section 7.13 Senior Unsecured Term Loan Facility Restrictions. Prior to the termination of all Commitments and the payment and performance in full of the Obligations, the Borrower will not, nor will it permit any Restricted Subsidiary to, directly or indirectly, retire, redeem, defease, repurchase or prepay prior to the scheduled due date thereof any part of the principal of, or interest on, the Term Loans; except that the Borrower may retire, redeem, defease, repurchase or prepay the Term Loans (including any premium on the prepaid principal amount of such Indebtedness) at any time; provided that (i) no Default has occurred and is continuing or would result from the making of such retirement, redemption, defeasance, repurchase or prepayment, and (ii) after giving effect to such retirement, redemption, defeasance, repurchase or prepayment, the Aggregate Commitment exceeds Aggregate Credit Exposure by an amount equal to or greater than ten percent (10%) of the Aggregate Commitment.

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, the Majority Lenders and the Administrative Agent shall have executed and delivered this Amendment.

2

2.2 No Default.  No Default or Event of Default shall have occurred and be continuing or shall result after giving effect to this Amendment.

2.3 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, in which case such representations and warranties shall have been true and correct in all material respects as of such 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.

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

3

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 Majority Lenders, 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.

4.7 Governing Law.  This Amendment shall be construed in accordance with and governed by the law of the State of New York.

[Signature Pages Follow]

4

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

	BORROWER:
	EXCO OPERATING COMPANY, LP
	(formerly known as EXCO Partners Operating
	Partnership, LP)
	By:			EXCO Partners OLP GP, LLC
				its sole general partner
			By:				/s/ J. Xxxxxxx Xxxxxx, Ph.D.
			Name:					J. Xxxxxxx Xxxxxx, Ph.D.
			Title:					Vice President and Chief Financial Officer
	Address for Notices:
	EXCO Operating Company, LP
	00000 Xxxxx Xxxxx, Xxxxx 0000
	Xxxxxx, Xxxxx 00000
	Facsimile No. 000-000-0000
	Attn:				Xxxxxxx X. Xxxxxx
					Chief Executive Officer
	and
	Attn:				J. Xxxxxxx Xxxxxx
					Chief Financial Officer
	GUARANTORS:
	XXXXXXXX GATHERING, LLC
	XXXXXXX DE, LLC
	XXXXXXX HOLDING COMPANY, LLC
	XXXXXX GATHERING, LLC
	By:	/s/ J. Xxxxxxx Xxxxxx, Ph.D.
	Name:					J. Xxxxxxx Xxxxxx, Ph.D.
	Title:					Vice President and Chief Financial Officer for each of the Credit Parties listed above

Second Amendment to Amended and Restated Credit Agreement – Signature Page

	TALCO MIDSTREAM ASSETS, LTD.
	By:		XXXXXXX HOLDING COMPANY, LLC.
			its General Partner
		By:		/s/ J. Xxxxxxx Xxxxxx, Ph.D.
		Name:			J. Xxxxxxx Xxxxxx, Ph.D.
		Title:			Vice President and Chief Financial Officer
	TGG PIPELINE, LTD.
	By:		XXXXXXX HOLDING COMPANY, LLC,
			its General Partner
		By:		/s/ J. Xxxxxxx Xxxxxx, Ph.D.
		Name:			J. Xxxxxxx Xxxxxx, Ph.D.
		Title:			Vice President and Chief Financial Officer
	EXCO PRODUCTION COMPANY, LP (formerly known as Winchester Production Company, Ltd.)
	By:		XXXXXXX DE, LLC,
			Its General Partner
		By:		/s/ J. Xxxxxxx Xxxxxx, Ph.D.
		Name:			J. Xxxxxxx Xxxxxx, Ph.D.
		Title:			Vice President and Chief Financial Officer

Second Amendment to Amended and Restated Credit Agreement – Signature Page

	JPMORGAN CHASE BANK, N.A.,
	as a Lender and as Administrative Agent,
	By:	/s/ Xxxxxxx Xxxx Xxxxxxx
	Name:		Wm. Xxxx Xxxxxxx
	Title:		Senior Vice President

Second Amendment to Amended and Restated Credit Agreement – Signature Page

	UBS LOAN FINANCE LLC
	as a Lender
	By:	/s/ Xxxxx X. Xxxxx
	Name:		Xxxxx X. Xxxxx
	Title:		Associate Director Banking Products Services, US
	By:	/s/ Xxxx X. Xxxxx
	Name:		Xxxx X. Xxxxx
	Title:		Associate Director Banking Products Services, US

Second Amendment to Amended and Restated Credit Agreement – Signature Page

	CREDIT SUISSE, CAYMAN ISLANDS BRANCH
	as a Lender
	By:	/s/ Xxxxxxx Xxxxx
	Name:		Xxxxxxx Xxxxx
	Title:		Director
	By:	/s/ Xxxxx Xxxxx
	Name:		Xxxxx Xxxxx
	Title:		Associate

Second Amendment to Amended and Restated Credit Agreement – Signature Page

	XXXXXX BROTHERS COMMERCIAL BANK
	as a Lender
	By:	/s/ Xxxxxx X. Xxxx
	Name:		Xxxxxx X. Xxxx
	Title:		Operations Officer

Second Amendment to Amended and Restated Credit Agreement – Signature Page

	BNP PARIBAS
	as a Lender
	By:	/s/ Xxxxx Xxxxxx
	Name:		Xxxxx Xxxxxx
	Title:		Director
	By:	/s/ Xxxxxx Xxxx
	Name:		Xxxxxx Xxxx
	Title:		Vice President

Second Amendment to Amended and Restated Credit Agreement – Signature Page

	KEYBANK N.A.
	as a Lender
	By:	/s/ Xxxxx Xxxx
	Name:		Xxxxx Xxxx
	Title:		Director

Second Amendment to Amended and Restated Credit Agreement – Signature Xxxx

	XXXXXX XXXXXXX SENIOR FUNDING, INC.
	as a Lender
	By:	/s/ Xxxxxxx Xxxxxxx
	Name:		Xxxxxxx Xxxxxxx
	Title:		Vice President

Second Amendment to Amended and Restated Credit Agreement – Signature Page

	NATIXIS
	as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxxxxx
	Name:		Xxxxxxx X. Xxxxxxxxx
	Title:		Managing Director
	By:	/s/ Liana Tchernysheva
	Name:		Liana Tchernysheva
	Title:		Director

Second Amendment to Amended and Restated Credit Agreement – Signature Page

	ROYAL BANK OF CANADA
	as a Lender
	By:	/s/ Xxx X. XxXxxxxxxxx
	Name:		Xxx X. XxXxxxxxxxx
	Title:		Authorized Signatory

Second Amendment to Amended and Restated Credit Agreement – Signature Page

	STERLING BANK
	as a Lender
	By:	/s/ Xxxx X. Xxxxxx
	Name:		Xxxx X. Xxxxxx
	Title:		Senior Vice President Sterling Bank

Second Amendment to Amended and Restated Credit Agreement – Signature Page

	UNION BANK OF CALIFORNIA, N.A.
	as a Lender
	By:	/s/ Xxxx Xxxx
	Name:		Xxxx Xxxx
	Title:		Vice President

Second Amendment to Amended and Restated Credit Agreement – Signature Page

	THE BANK OF NOVA SCOTIA
	as a Lender
	By:	/s/ Xxxxx X. Xxxxx
	Name:		Xxxxx X. Xxxxx
	Title:		Director

Second Amendment to Amended and Restated Credit Agreement – Signature Page

	WACHOVIA BANK NATIONAL ASSOCIATION
	as a Lender
	By:	/s/ Xxxx Xxxxxxxxx
	Name:		Xxxx Xxxxxxxxx
	Title:		Vice President

Second Amendment to Amended and Restated Credit Agreement – Signature Page

	XXXXX FARGO BANK, N.A.
	as a Lender
	By:	/s/ Xxx X. Xxxxxx
	Name:		Xxx X. Xxxxxx
	Title:		Vice President

Second Amendment to Amended and Restated Credit Agreement – Signature Page

	BMO CAPITAL MARKETS FINANCING, INC.
	as a Lender
	By:	/s/ Xxxxx X. Xxxxxx
	Name:		Xxxxx X. Xxxxxx
	Title:		Director

Second Amendment to Amended and Restated Credit Agreement – Signature Page

	CITIBANK, N.A.
	as a Lender
	By:	/s/ Xxxx Xxxxxx
	Name:		Xxxx Xxxxxx
	Title:		V.P.

Second Amendment to Amended and Restated Credit Agreement – Signature Page

	ALLIED IRISH BANKS, P.L.C.
	as a Lender
	By:	/s/ Xxxx Xxxxxxxx
	Name:		Xxxx Xxxxxxxx
	Title:		Senior Vice President
	By:	/s/ Xxxxx Xxxxxxxx
	Name:		Xxxxx Xxxxxxxx
	Title:		Assistant Vice President

Second Amendment to Amended and Restated Credit Agreement – Signature Page

	DEUTSCHE BANK TRUST COMPANY AMERICAS
	as a Lender
	By:	/s/ Xxxx Xxxxxxxxx
	Name:		Xxxx Xxxxxxxxx
	Title:		Vice President
	By:	/s/ Xxxxx Xxxxxxx
	Name:		Xxxxx Xxxxxxx
	Title:		Vice President

Second Amendment to Amended and Restated Credit Agreement – Signature Page

	CALYON NEW YORK BRANCH
	as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:		Xxxxxxx X. Xxxxxx
	Title:		Director
	By:	/s/ Xxx Xxxxxxxx
	Name:		Xxx Xxxxxxxx
	Title:		Managing Director

Second Amendment to Amended and Restated Credit Agreement – Signature Page

	U.S. BANK NATIONAL ASSOCIATION
	as a Lender
	By:	/s/ Xxxxx Xxxxxxx
	Name:		Xxxxx Xxxxxxx
	Title:		Vice President

Second Amendment to Amended and Restated Credit Agreement – Signature Page

	COMERICA BANK
	as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:		Xxxxxxx X. Xxxxxx
	Title:		Assistant Vice President

Second Amendment to Amended and Restated Credit Agreement – Signature Page

	FORTIS CAPITAL CORP.
	as a Lender
	By:	/s/ Xxxxxxx Xxxxx
	Name:		Xxxxxxx Xxxxx
	Title:		Director
	By:	/s/ Xxxxx Xxxxxx
	Name:		Xxxxx Xxxxxx
	Title:		Director

Second Amendment to Amended and Restated Credit Agreement – Signature Page

	BANK OF AMERICA
	as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:		Xxxxxxx X. Xxxxxxxx
	Title:		Managing Director

Second Amendment to Amended and Restated Credit Agreement – Signature Page

	SUMITOMO MITSUI BANKING CORPORATION
	as a Lender
	By:	/s/ Xxxxx X. Xxxx
	Name:		Xxxxx X. Xxxx
	Title:		Senior Vice President

Second Amendment to Amended and Restated Credit Agreement – Signature Page

	BARCLAYS BANK PLC
	as a Lender
	By:	/s/ Xxxxxx Xxxxxxxxx
	Name:		Xxxxxx xxxxxxxxx
	Title:		Director

Second Amendment to Amended and Restated Credit Agreement – Signature Page