EXHIBIT 10.1


FIRST
AMENDMENT TO CREDIT AGREEMENT


FIRST AMENDMENT TO CREDIT
AGREEMENT (hereinafter referred to as the “Amendment”) dated effective
as of December 31, 2006, by and among 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 Senior
Revolving Credit Agreement dated as of October 2, 2006 (as amended,
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
adjust the Leverage Ratio and the Interest Coverage Ratio.


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 effective as of December 31,
2006.


1.1                               Leverage
Ratio.  Section 7.11(b) of the
Credit  Agreement shall be and it hereby
is amended by deleting such section in its entirety and substituting the
following therefor:


(b)                               Leverage
Ratio.


(i)                                  The
Borrower will not permit the ratio, determined as of the end of the fiscal
quarter ending December 31, 2006, of (A) Consolidated Funded Indebtedness
as of the end of such fiscal quarter, to (B) Consolidated EBITDAX for such
fiscal quarter multiplied by four (4) to be greater than 6.00 to 1.00.


(ii)                              The
Borrower will not permit the ratio, determined as of the end of any fiscal
quarter ending after December 31, 2006 and on or before June 30, 2007, of (A)
Consolidated Funded Indebtedness as of the end of such fiscal quarter, to
(B) Consolidated EBITDAX for the period from October 1, 2006 to the end of













such fiscal quarter multiplied by a fraction, the
numerator of which is four (4) and the denominator of which is the number of
fiscal quarters ended since October 1, 2006, including the then ending fiscal
quarter, to be greater than 5.50 to 1.00.


(iii)                          The
Borrower will not permit the ratio, determined as of the end of the fiscal
quarter ending September 30, 2007, of (A) Consolidated Funded Indebtedness as
of the end of such fiscal quarter to (B) Consolidated EBITDAX for the trailing
four fiscal quarter period ending on such date, to be greater than 5.50 to
1.00.


(iv)                            The
Borrower will not permit the ratio, determined as of the end of the fiscal
quarter ending December 31, 2007, of (A) Consolidated Funded Indebtedness as of
the end of such fiscal quarter to (B) Consolidated EBITDAX for the trailing
four fiscal quarter period ending on such date, to be greater than 5.25 to
1.00.


(v)                                The
Borrower will not permit the ratio, determined as of the end of any fiscal
quarter ending on or after March 31, 2008, of (A) Consolidated Funded
Indebtedness as of the end of such fiscal quarter to (B) Consolidated EBITDAX
for the trailing four fiscal quarter period ending on such date, to be greater
than 4.00 to 1.00.


1.2                               Interest
Coverage Ratio.  Section 7.11(c)
of the Credit  Agreement shall be and it
hereby is amended by deleting such section in its entirety and substituting the
following therefor:


(c)                                Interest
Coverage Ratio.


(i)                                  The
Borrower will not permit the ratio, determined as of December 31, 2006, of
(A) Consolidated EBITDAX for such fiscal quarter multiplied by four (4) to
(B) Consolidated Interest Expense for such fiscal quarter multiplied by
four (4) to be less than 1.50 to 1.00.


(ii)                              The
Borrower will not permit the ratio, determined as of the end of any fiscal
quarter ending after December 31, 2006 and 
on or before June 30, 2007, of (A) Consolidated EBITDAX for the period
from October 1, 2006 to the end of such fiscal quarter multiplied by a
fraction, the numerator of which is four (4) and the denominator of which is
the number of fiscal quarters ended since October 1, 2006, including the then
ending fiscal quarter, to (B) Consolidated Interest Expense for the period from
October 1, 2006 to the end of such fiscal quarter multiplied by a fraction, the
numerator of which is four (4) and the denominator of which is the number of
fiscal quarters ended since October 1, 2006, including the then ending fiscal
quarter, to be less than 1.75 to 1.00.



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(iii)                          The
Borrower will not permit the ratio, determined as of the end of the fiscal
quarter ending September 30, 2007, of (A) Consolidated EBITDAX for the trailing
four fiscal quarter period ending on such date, to (B) Consolidated Interest
Expense for such four fiscal quarter period to be less than 1.75 to 1.00.


(iv)                            The
Borrower will not permit the ratio, determined as of the end of the fiscal
quarter ending December 31, 2007, of (A) Consolidated EBITDAX for the trailing
four fiscal quarter period ending on such date, to (B) Consolidated Interest
Expense for such four fiscal quarter period to be less than 2.00 to 1.00.


(v)                                The
Borrower will not permit the ratio, determined as of the end of any fiscal
quarter ending on or after March 31, 2008, of (A) Consolidated EBITDAX for the
trailing four fiscal quarter period ending on such date, to (B) Consolidated
Interest Expense for such four fiscal quarter period to be less than 2.50 to
1.00.


SECTION
2.  Conditions. 
The amendments to the Credit Agreement contained in Section
1 of this Amendment shall be effective as of December 31, 2006 upon
the satisfaction of each of the conditions set forth in this Section 2.


2.1                               Execution
and Delivery.  Each Credit Party,
each Lender and the Administrative Agent shall have executed and delivered this
Amendment.


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


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,
consents, terminations and releases 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
 








3.3                               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 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 First Amendment to Credit Agreement to be duly
executed as of the date first above written.


	
  

  	
  BORROWER:

  
	
   

  	
   

  	
   

  
	
   

  	
  EXCO PARTNERS OPERATING PARTNERSHIP, LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  EXCO Partners OLP GP, LLC

  
	
   

  	
   

  	
  its sole general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ J. DOUGLAS RAMSEY

  	
   

  
	
   

  	
   

  	
   

  	
      Name: 

  	
  J. Douglas Ramsey, Ph.D.

  
	
   

  	
   

  	
   

  	
      Title:

  	
  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TXOK ENERGY RESOURCES HOLDINGS, L.L.C.

  
	
   

  	
  TXOK TEXAS ENERGY HOLDINGS, LLC

  
	
   

  	
  GARRISON GATHERING, LLC

  
	
   

  	
  VAUGHAN DE, LLC

  
	
   

  	
  VAUGHAN HOLDING COMPANY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ J. DOUGLAS RAMSEY

  	
   

  
	
   

  	
  Name:

  	
  J. Douglas Ramsey, Ph.D.

  
	
   

  	
  Title:

  	
  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
  for each of the Credit Parties listed above

  
	
   

  	
   

  	
   

  
	
   

  	
  WINCHESTER ENERGY COMPANY , LP (as successor to
  Winchester Acquisition, LLC)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TXOK Texas Energy Holdings, LLC, as general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ J. DOUGLAS RAMSEY

  	
   

  
	
   

  	
   

  	
   

  	
      Name:J. Douglas Ramsey,
  Ph.D.

  
	
   

  	
   

  	
   

  	
      Title: Vice President and
  Chief Financial Officer

  
									













 


	
  

  	
  TXOK TEXAS ENERGY RESOURCES, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TXOK Texas Energy Holdings, LLC,

  
	
   

  	
   

  	
  as general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ J. DOUGLAS RAMSEY

  
	
   

  	
   

  	
   

  	
     Name: 

  	
  J. Douglas Ramsey, Ph.D.

  
	
   

  	
   

  	
   

  	
     Title:

  	
  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ROJO PIPELINE, LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  TXOK Texas Energy Holdings, LLC, 

  
	
   

  	
   

  	
  Its sole general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  

  	
  /s/ J. DOUGLAS RAMSEY

  
	
   

  	
   

  	
   

  	
  Name: J. Douglas Ramsey, Ph.D.

  
	
   

  	
   

  	
  Title:  Vice President and Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TALCO MIDSTREAM ASSETS, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  VAUGHAN HOLDING COMPANY, LLC. 

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. DOUGLAS RAMSEY

  
	
   

  	
  Name:

  	
  J. Douglas Ramsey, Ph.D.

  
	
   

  	
  Title:

  	
  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TGG PIPELINE, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  VAUGHAN HOLDING COMPANY, LLC,

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ J. DOUGLAS RAMSEY

  
	
   

  	
   

  	
  Name:

  	
  J. Douglas Ramsey, Ph.D.

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Chief Financial 

  
	
   

  	
   

  	
   

  	
  Officer

  
										



 











 


	
  

  	
  WINCHESTER PRODUCTION COMPANY,

  	 

	
   

  	
  LTD., a Texas limited partnership

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  VAUGHAN HOLDING COMPANY, LLC.

  	 

	
   

  	
   

  	
  its General Partner

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By: 

  	
  /s/  J.
  DOUGLAS RAMSEY

  	 

	
   

  	
   

  	
  Name: 

  	
  J. Douglas Ramsey, Ph.D.

  	 

	
   

  	
   

  	
  Title: 

  	
  Vice President and Chief Financial

  	 

	
   

  	
   

  	
   

  	
  Officer

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  	 

	
   

  	
  as a Lender and as Administrative Agent,

  	 

	
   

  	
   

  	 

	
   

  	
  By: 

  	
  /s/ WM. MARK CRANMER

  	 

	
   

  	
  Name:

  	
  Wm. Mark Cranmer

  	 

	
   

  	
  Title:

  	
  Senior Vice President

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  CITIBANK, N.A.,

  	 

	
   

  	
  as a Lender and as a Syndication Agent

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By: 

  	
  /s/ ANGELA MCCRACKEN

  	 

	
   

  	
  Name: 

  	
  Angela McCracken

  	 

	
   

  	
  Title: 

  	
  Vice President

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  BNP PARIBAS,

  	 

	
   

  	
  as a Lender and as a Syndication Agent

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By: 

  	
  /s/ POLLY SCHOTT

  	 

	
   

  	
  Name: 

  	
  Polly Schott

  	 

	
   

  	
  Title: 

  	
  Vice President

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ ROBERT LONG

  	 

	
   

  	
  Name: 

  	
  Robert Long

  	 

	
   

  	
  Title: 

  	
  Vice President

  	 

													



 











 


	
  

  	
  FORTIS CAPITAL CORP.,

  
	
   

  	
  as a Lender and as a Documentation Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ MICHELE
  JONES

  
	
   

  	
  Name: 

  	
  Michele Jones

  
	
   

  	
  Title: 

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ DARRELL HOLLEY

  
	
   

  	
  Name: 

  	
  Darrell Holley

  
	
   

  	
  Title: 

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UNION BANK OF CALIFORNIA, N.A.,

  
	
   

  	
  as a Lender and as a Documentation Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ JARROD BOURGEOIS

  
	
   

  	
  Name: 

  	
  Jarrod Bourgeois

  
	
   

  	
  Title: 

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ WHITNEY RANDOLPH

  
	
   

  	
  Name: 

  	
  Whitney Randolph

  
	
   

  	
  Title: 

  	
  Investment Banking Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMERICA BANK,

  
	
   

  	
  as a Lender and as a Managing Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ PETER L. SEFZIK

  
	
   

  	
  Name:

  	
   Peter L.
  Sefzik

  
	
   

  	
  Title: 

  	
  Vice President

  
							



 











 


	
  

  	
  KEY BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as a Lender and as a Managing Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ THOMAS RAJAN

  
	
   

  	
  Name: Thomas Rajan

  
	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT SUISSE, Cayman Islands Branch,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ RIANKA MOHAN

  
	
   

  	
  Name: Rianka Mohan

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ LAURENCE LAPEYRE

  
	
   

  	
  Name: Laurence Lapeyre

  
	
   

  	
  Title: Associate

  
					












 


	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ JAY BUCKMAN

  
	
   

  	
  Name:  Jay
  Buckman

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  GOLDMAN SACHS CREDIT PARTNERS L.P.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ PEDRO RAMIREZ

  
	
   

  	
  Name: Pedro Ramirez

  
	
   

  	
  Title: Authorized Signatory