EXHIBIT 10.1

EXECUTION VERSION

CONTRIBUTION AGREEMENT

BY AND AMONG

VAUGHAN HOLDING COMPANY, LLC

EXCO OPERATING COMPANY, LP

and

BG US GATHERING COMPANY, LLC

EXECUTED ON August 5, 2009

EFFECTIVE DATE: January 1, 2009

TABLE OF CONTENTS

i

TABLE OF CONTENTS

ii

TABLE OF CONTENTS

iii

TABLE OF CONTENTS

iv

TABLE OF CONTENTS

v

LIST OF APPENDIXES, EXHIBITS AND SCHEDULES

Appendixes

vi

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “ Agreement ”) is entered into the 5 ^th day of August, 2009, among EXCO OPERATING COMPANY, LP , a Delaware limited partnership (“ EOC ”), VAUGHAN HOLDING COMPANY, LLC , a Texas limited liability company (“ Vaughan ” and collectively, with EOC, “ EXCO ”) and BG US GATHERING COMPANY, LLC , a Delaware limited liability company (“ BG ”). EXCO and BG may be referred to collectively as the “ Parties ” or individually as a “ Party ”.

Recitals

Affiliates of BG and EOC and Affiliates of EOC have entered into an arrangement for the joint exploration, development and operation of certain oil and gas properties located in the East Texas/North Louisiana Area under which an Affiliate of BG will acquire an undivided fifty percent (50%) interest in and to EOC’s and its Affiliate’s right, title and interest in such properties.

In connection with such transactions, BG has exercised its option to participate in the ownership and operation of midstream assets owned by certain Affiliates of EXCO, being TGG Pipeline, Ltd., a Texas limited partnership (“ TGG ”) and Talco Midstream Assets, Ltd., a Texas limited partnership (“ Talco ” and together with TGG, the “ Midstream Companies ”).

EOC owns the limited partner interests in each of the Midstream Companies and Vaughan owns the general partner interests in each of the Midstream Companies.

Vaughan has formed TGGT GP Holding, LLC, a Delaware limited liability company (“ GP Holding ”) and, prior to Closing, Vaughan intends to transfer the general partner interests in each of TGG and Talco to GP Holding. Immediately thereafter, Vaughan further intends to transfer the membership interests in GP Holding to EOC.

EOC has formed TGGT Holdings, LLC, a Delaware limited liability company (the “ Company ”) and at Closing EOC desires to contribute the membership interests of GP Holding and the limited partner interests in each of TGG and Talco to the Company on the terms and conditions hereinafter set forth.

BG desires to contribute a specified amount of cash to the Company on the terms and conditions hereinafter set forth and the Company desires to issue to BG a fifty percent (50%) membership interest in the Company on the terms and conditions hereinafter set forth.

NOW, THEREFORE, for and in consideration of the mutual promises contained herein, the benefits to be derived by each Party, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, EXCO and BG agree as follows:

1

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Defined Terms . In addition to the terms defined in the introductory paragraph and the Recitals of this Agreement, for purposes hereof, the capitalized terms used herein and not otherwise defined shall have the meanings set forth in Appendix I .

1.2 References and Rules of Construction . All references in this Agreement to Exhibits, Schedules, Appendices, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Appendices, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections and other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or other subdivision unless expressly so limited. The words “this Article,” “this Section,” and “this subsection,” and words of similar import, refer only to Article, Section or subsection hereof in which such words occur. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to United States dollars. Each accounting term not defined herein will have the meaning given to it under GAAP as interpreted as of the date of this Agreement. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Appendices, Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes.

ARTICLE 2

CONTRIBUTIONS AND ASSETS

2.1 Contributions . On the terms and conditions contained in this Agreement, as of the Closing:

(a) EOC shall transfer and assign the Limited Partner Interests and the GP Holding Equity Interest to the Company (collectively the “ Contributed Interests ”);

(b) BG shall contribute to the Company an amount equal to $249,000,000 to be paid in cash by BG to the Company (the “ Closing Cash Contribution ”), as adjusted pursuant to this Agreement, payable in United States currency by wire transfer in same day funds as and when provided in this Agreement; and

(c) in consideration of the Closing Cash Contribution, the Company shall issue to BG a fifty percent (50%) membership interest in the Company leaving EOC with a fifty percent (50%) membership interest in the Company.

2.2 Subject Assets . “ Subject Assets ” means the interests described below in and to the following assets and properties (less and except (i) the Excluded Assets and (ii) any other assets excluded pursuant to the terms of Sections 11.4(b) or 12.1(b)(ii)) :

(a) the gas gathering and pipeline systems and related facilities described on Exhibit A-1 (the “ Systems ”);

2

(b) all right, title and interest of the Midstream Companies in and to all equipment, machinery, fixtures, and other real, immovable, personal, movable and mixed property primarily used or held for use in connection with the Systems and located at and downstream of the outlet flange of the relevant custody transfer meter, including, without limitation, pipelines, tubing, pumps, valves, meters, motors, fixtures, machinery, compression equipment, scrubbers, dehydration units, tanks, traps, cathodic protection units, SCADA and similar control equipment, processing and separation facilities, structures, materials, and other items used or held for use in the operation thereof (the “ Personal Property ”);

(c) all surface fee interests, surface leases, easements, rights-of-way, permits, licenses, servitudes, and other surface rights described in Exhibit A-2 and all right, title and interest of the Midstream Companies in and to all other surface fee interests, surface leases, easements, rights-of-way, permits, licenses, servitudes, and other surface rights appurtenant to, and primarily used or held for use in connection with, the Systems (such properties, the “ Rights-of-Way ”);

(d) all right, title and interest of the Midstream Companies in and to all permits, licenses, orders, approvals, variances, waivers, franchises, rights and other authorizations issued by any Governmental Authority relating to the Systems;

(e) all right, title and interest of the Midstream Companies in and to all Applicable Contracts;

(f) all right, title and interest of the Midstream Companies in and to all Imbalances; and

(g) all right, title and interest of the Midstream Companies in and to all files, records, maps, information, and data, whether written or electronically stored, including: (A) land and title records (including abstracts of title, title opinions, and title curative documents); (B) contract files; (C) correspondence; and (D) operations, environmental, production, and accounting records, but excluding any of the foregoing items that are Excluded Assets (“ Records ”).

2.3 Excluded Assets . The Subject Assets shall not include the Excluded Assets and the Excluded Assets shall be distributed by the Midstream Companies to EXCO prior to the Closing.

2.4 Revenues and Expenses.

(a) Except to the extent otherwise taken into account in connection with adjustments to the Closing Cash Contribution under Article 3 , EXCO shall be entitled to all of the rights of ownership attributable to the Midstream Companies (including, without limitation, the right to all gas purchased for resale, drip fees, compression fees, transportation fees, gathering fees and other proceeds) and shall be responsible for all Operating Expenses (and entitled to any refunds with respect thereto), in each case for any period of time prior to the

3

Effective Time as if EXCO held the Subject Assets directly. Except to the extent otherwise taken into account in connection with adjustments to the Closing Cash Contribution under Article 3 , and subject to the occurrence of the Closing, the Midstream Companies shall be entitled to all of the rights of ownership attributable to the Midstream Companies (including, without limitation, the right to all gas purchased for resale, drip fees, compression fees, transportation fees, gathering fees and other proceeds), and shall be responsible for all Operating Expenses (and entitled to any refunds with respect thereto), in each case for the period of time from and after the Effective Time. All Operating Expenses in each case that are: (i) incurred with respect to operations conducted or production delivered to the Systems prior to the Effective Time shall be paid by or allocated to EXCO and (ii) incurred with respect to operations conducted or production delivered to the Systems from and after the Effective Time shall be paid by or allocated to the Midstream Companies.

(b) Each Midstream Company will pay to EXCO any and all revenues and other proceeds attributable to the rights of ownership of the Subject Assets received after Closing by such Midstream Company (to the extent not accounted for in the Preliminary Settlement Statement or the Final Settlement Statement) that are attributable to the Subject Assets prior to the Effective Time. Subject to the occurrence of Closing, EXCO will pay to the Midstream Companies any and all revenues and other proceeds attributable to the rights of ownership of the Subject Assets received after Closing by EXCO (to the extent not accounted for in the Preliminary Settlement Statement or the Final Settlement Statement) that are attributable to the Subject Assets on and after the Effective Time. The Party responsible for the payment of amounts received shall reimburse the other Party within 5 Business Days after the end of the month in which such amounts were received by the Party responsible for payment and, to the extent paid, such amounts shall not be taken into account for purposes of the Final Settlement Statement. Notwithstanding the foregoing, this Section 2.4(b) shall not apply to amounts received prior to Closing if such amounts are included, in whole or in part, in the Preliminary Settlement Statement. Such amounts (to the extent the same differ from estimates in the Preliminary Settlement Statement) will not be accounted for in the Final Settlement Statement to the extent accounted for by the Parties pursuant to this Section 2.4(b) prior to the date of the Final Settlement Statement.

(c) EXCO will reimburse each Midstream Company for any and all Operating Expenses that are paid after Closing by such Midstream Company (to the extent not accounted for the Preliminary Settlement Statement or the Final Settlement Statement) and that are attributable to the Subject Assets prior to the Effective Time. The Midstream Companies will reimburse EXCO for any and all Operating Expenses that are paid after Closing by EXCO (to the extent not accounted for the Preliminary Settlement Statement or the Final Settlement Statement) and that are attributable to the Subject Assets prior to the Effective Time. The Party responsible for the payment of such costs and expenses shall reimburse the other Party within 5 Business Days after the end of the month in which the applicable invoice and proof of payment of such invoice were received by the Party responsible for payment and, to the extent paid, such amounts shall not be taken into account for purposes of the Final Settlement Statement. Notwithstanding the foregoing, this Section 2.4(c) shall not apply to amounts paid prior to Closing if such amounts are included, in whole or in part, in the Preliminary Settlement Statement. Such amounts (to the extent the same differ from the estimates in the Preliminary Settlement Statement) will not be accounted for in the Final Settlement Statement to the extent accounted for by the Parties pursuant to this Section 2.4(c) prior to the date of the Final Settlement Statement.

4

(d) Each of EXCO and the Midstream Companies shall be permitted to offset any Operating Expenses owed by it to the other pursuant to this Section 2.4 against revenues owing by the other to it pursuant to this Section 2.4 , but not otherwise, provided a detailed description of all such Operating Expenses and revenues and showing the calculation of the net amount is provided with the applicable payment or statement.

(e) After Closing, each of EXCO and the Midstream Companies shall be entitled to participate in all audits of Operating Expenses for which it is entirely or in part responsible under the terms of this Section 2.4 .

2.5 Guaranty . Simultaneously with the execution and delivery of this Agreement, BG has executed and delivered the BG Parent Guaranty.

ARTICLE 3

DEPOSIT

3.1 Deposit .

(a) Within 1 Business Day following the execution of this Agreement, BG will deposit by wire transfer in same day funds with Escrow Agent, to be held in escrow pursuant to the Escrow Agreement, an amount equal to $12,450,000 (such amount, together with any interest actually earned thereon, the “ Deposit ”). The Deposit shall be applied toward the Closing Cash Contribution at the Closing.

(b) If the transactions contemplated by this Agreement are not consummated on or before the Termination Date because of: the willful breach by BG of any of its covenants or agreements hereunder in any material respect, including BG’s covenants under Section 9.3 (other than as a result of EXCO’s breach of this Agreement), then, in such event, EXCO shall have the option to (i) terminate this Agreement and receive the Deposit (and the Parties shall instruct the Escrow Agent to release the Deposit to EXCO pursuant to the terms of the Escrow Agreement) as liquidated damages and EXCO’s sole and exclusive remedy (other than EXCO’s remedy for breaches by BG of Sections 5.9, 6.6, 10.1(c) and (e), 10.2 and 14.4 ) free of any claims by BG thereto, (ii) seek the rights and remedies set forth in Section 14.2 or (iii) terminate this Agreement, instruct the Escrow Agent to release the Deposit to BG pursuant to the terms of the Escrow Agreement, pay the Deposit to BG by wire transfer of immediately available funds, and seek the rights and remedies set forth in Sections 14.2 and 14.3.

(c) If this Agreement is terminated by the mutual written agreement of BG and EXCO, or if the Closing does not occur on or before the Termination Date for any reason other than as set forth in Section 3.1(b) , then BG shall be entitled to the delivery of the Deposit, free of any claims by EXCO with respect thereto and BG and EXCO shall instruct the Escrow Agent to release the Deposit to BG pursuant to the terms of the Escrow Agreement. BG and EXCO shall thereupon have the rights and obligations set forth in Sections 14.2 and 14.3 .

5

3.2 Adjustments to Closing Cash Contribution . All adjustments to the Closing Cash Contribution shall be made (y) in accordance with the terms of this Agreement and, to the extent not inconsistent with this Agreement, in accordance with US generally accepted accounting principles as consistently applied in the oil and gas industry and (z) without duplication. The Closing Cash Contribution shall be adjusted as follows, and the resulting amount shall be herein called the “ Adjusted Closing Cash Contribution ”.

(a) The Closing Cash Contribution shall be adjusted upward by the following amounts (without duplication):

(i) an amount equal to 50% of all Operating Expenses and other costs and expenses paid by any Midstream Company that are attributable to the Subject Assets during the Interim Period, whether paid before or after the Effective Time, including (A) bond and insurance premiums paid by or on behalf of any Midstream Company during the Interim Period, (B) payments under Rights-of-Way, and (C) other rental payments, but excluding (x) any amounts deducted under Section 3(b)(i) below and (y) any amounts attributable to personal injury or death, property damage (other than damage to structures, fences, irrigation systems and other fixtures, crops, livestock and other personal property in the ordinary course of business), torts, breach of contract (other than failure to make payments under the terms of a contract) or violation of Law (or private rights of action under any Law);

(ii) an amount equal to 50% of all Operating Expenses and other costs and expenses paid by any Midstream Company that are attributable to periods of time prior to the Effective Time and relate to the Haynesville Header System and certain horizontal well connections all as are described in Schedule 3.2(a)(ii) ;

(iii) the amount of all Asset Taxes, if any, prorated to the Company in accordance with Section 15.2 but payable by EXCO;

(iv) to the extent that any Midstream Company has overdelivered, or received underdeliveries of, any Hydrocarbons as of the Effective Time as shown with respect to the net Imbalances set forth in Schedule 4.12 , as complete and final settlement of all Imbalances (subject to BG’s remedies for a breach of EXCO’s representation set forth in Section   4.12 and subject to Section 3.8 ), the sum of $162,750 which is an amount equal to the product of (A) 81,375 MMBtu times (B) $4.00 times (C) 50%; and

(v) any other amount provided for elsewhere in this Agreement or otherwise agreed upon in writing by EXCO and BG as an upward adjustment to the Closing Cash Contributions.

(b) The Closing Cash Contribution shall be adjusted downward by the following amounts (without duplication):

(i) an amount equal to: (A) 50% of all proceeds received by the Midstream Companies attributable to the Subject Assets during the Interim Period net of expenses (other than Operating Expenses) paid by any Midstream Company directly incurred in earning or receiving such proceeds, and any sales, excise or similar taxes or fees payable or incurred in connection therewith not reimbursed to any Midstream Company by a Third Party

6

purchaser, and (B) 50% of any net other proceeds received by any Midstream Company from sales of equipment, materials or other real or personal property, and payments made for waivers or modifications of Applicable Contracts, or in lieu of other performance thereof, or as a result of the breach thereof, in each case attributable to the Subject Assets during the Interim Period;

(ii) if the Parties make the election under Section 12.1(b)(i) with respect to an Environmental Defect, the Remediation Amount with respect to such Environmental Defect if the Remediation Amount has been determined prior to Closing;

(iii) an amount determined pursuant to Section 11.4(b) , Section 11.4(d) or Section 12.1(b)(iii) for any Subject Assets excluded from the transaction contemplated hereby pursuant to such Sections;

(iv) the amount of all Asset Taxes, if any, prorated to EXCO in accordance with Section 15.2 but payable by the Company;

(v) to the extent that any Midstream Company has underdelivered, or received overdeliveries of, any Hydrocarbons as of the Effective Time as shown with respect to the net Imbalances set forth in Schedule 4.12 , as complete and final settlement of all Imbalances (subject to BG’s remedies for a breach of EXCO’s representation set forth in Section 4.12 and subject to Section 3.8 ), the sum of $90,014 which is an amount equal to the product of (A) 45,007 MMBtu times (B) $4.00 times (C) 50%; and

(vi) any other amount provided for elsewhere in this Agreement or otherwise agreed upon in writing by EXCO and BG as a downward adjustment to the Closing Cash Contribution.

3.3 Adjustment Methodology . When available, actual figures will be used for the adjustments to the Closing Cash Contribution at the Closing. To the extent actual figures are not available, estimates will be used subject to final adjustments in accordance with Section 3.5 .

3.4 Preliminary Settlement Statement . Not less than 5 Business Days prior to the Closing, EXCO shall prepare and submit to BG for review, using the best information available to EXCO, a draft settlement statement (the “ Preliminary Settlement Statement ”) that shall set forth the Adjusted Closing Cash Contribution, reflecting each adjustment made in accordance with this Agreement as of the date of preparation of such Preliminary Settlement Statement and the calculation of the adjustments used to determine such amount, together with the designation of EXCO’s accounts for the wire transfers of funds as set forth in Section 9.3(d) . Within 3 Business Days of receipt of the Preliminary Settlement Statement, BG will deliver to EXCO a written report containing all changes with the explanation therefor that BG proposes to be made to the Preliminary Settlement Statement. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Closing Cash Contribution at Closing. If the Parties cannot agree on the Preliminary Settlement Statement prior to the Closing, the Preliminary Settlement Statement as presented by EXCO will be used to adjust the Closing Cash Contribution at Closing.

7

3.5 Final Settlement Statement . A final settlement statement (the “ Final Settlement Statement ”) will be prepared by EXCO, based on actual income and expenses during the Interim Period and which takes into account all final adjustments made to the Closing Cash Contribution and shows the resulting final Closing Cash Contribution (the “ Final Cash Amount ”), and is delivered to BG on or before 120 days after Closing. The Final Settlement Statement shall set forth the actual proration of the amounts required by this Agreement. EXCO shall, at BG’s request, supply all reasonable documentation in its or its Affiliates’ possession available to support the actual revenue, expenses and other items for which adjustments are made. As soon as practicable, and in any event within 45 days after receipt of the Final Settlement Statement, BG shall return a written report containing any proposed changes to the Final Settlement Statement and an explanation of any such changes and the reasons therefor (the “ Dispute Notice ”). If the Final Cash Amount set forth in the Final Settlement Statement is mutually agreed upon by EXCO and BG, the Final Settlement Statement and the Final Cash Amount, shall be final and binding on the Parties.

3.6 Disputes . If EXCO and BG are unable to resolve the matters addressed in the Dispute Notice, each of BG and EXCO shall within 14 Business Days after the delivery of such Dispute Notice, summarize its position with regard to such dispute in a written document and submit such summaries to Ernst & Young LLP in Dallas, Texa