Item 1.01 Entry into a Material Definitive Agreement.

On February 4, 2009, EXCO Resources, Inc. (“EXCO”), as borrower, certain of its subsidiaries, as guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders signatories thereto entered into that certain Third Amendment to Second Amended and Restated Credit Agreement (the “Third Amendment”). The Third Amendment provides, among other things, that EXCO will not permit the leverage ratio to be greater than (i) 4.00 to 1.00 as of the end of any fiscal quarter ending on or after December 31, 2008 and on or before December 31, 2009, (ii) 3.75 to 1.00 as of the end of the fiscal quarter ending on March 31, 2010 and (iii) 3.50 to 1.00 as of the end of any fiscal quarter ending on or after June 30, 2010.  The foregoing description is not complete and is qualified in its entirety by the Third Amendment, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 1.01 Entry into a Material Definitive Agreement.

EXCO Operating Term Loan Facility

On December 8, 2008, EXCO Operating Company, LP (“EXCO Operating”), a wholly-owned subsidiary of EXCO Resources, Inc., as borrower, and certain of its subsidiaries entered into a Senior Unsecured Term Credit Agreement with JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent, and certain lender parties thereto (the “Senior Unsecured Credit Agreement”).  Term loans in the amount of $300.0 million were made in a single draw on December 8, 2008.  The Senior Unsecured Credit Agreement is due and payable on January 15, 2010 and is guaranteed by all existing and future direct or indirect subsidiaries of EXCO Operating, including any guarantor of EXCO Operating’s existing revolving credit agreement.

Loan proceeds received by EXCO Operating under the Senior Unsecured Credit Agreement were used to fund the repayment and termination of that certain Senior Unsecured Credit Agreement, dated July 15, 2008, with JPMorgan, as administrative agent, and certain lender parties thereto (the “Original Senior Unsecured Credit Agreement”) on December 8, 2008. No penalties or other early termination fees were incurred in connection with the repayment and termination of the Original Senior Unsecured Credit Agreement. For more information about the terms and conditions of the Original Senior Unsecured Credit Agreement, please see our Form 8-K, dated July 14, 2008, and filed with the Securities and Exchange Commission on July 16, 2008.

Financial covenants governing the Senior Unsecured Credit Agreement include a minimum current ratio of 1.00 to 1.00, a maximum leverage ratio of 3.50 to 1.00 and a minimum interest coverage ratio of 2.50 to 1.00.  At the borrower’s election, the term loans under the Senior Unsecured Credit Agreement may bear interest at a rate per annum equal to: (A) the Alternate Base Rate, or ABR (defined as the highest of (i) the rate of interest publicly announced by JPMorgan as its prime rate in effect at its principal office in New York City, (ii) the federal funds effective rate from time to time plus 0.50%, and (iii) the Adjusted LIBO Rate (defined as the greater of (x) the rate at which eurodollar deposits in the London interbank market for one month are quoted on Reuters BBA Libor Rates Page 3750, as adjusted for actual statutory reserve requirements for eurocurrency liabilities, and (y) 4.0%) plus 1.0%) plus 5.0% or (B) the Adjusted LIBO Rate plus 6.00%.  The interest rate shall never be less than 10%.  Interest is payable on the last day of each calendar month.  EXCO Operating paid an upfront fee equal to 7.0% of the aggregate principal amount of the term loans to the lenders on December 8, 2008.  If any loans remain outstanding on June 15, 2009, EXCO Operating must pay an initial duration fee at that time in an amount equal to 5.0% of the aggregate principal amount of the loans then outstanding. If any loans remain outstanding on September 15, 2009, EXCO Operating must pay an additional duration fee at that time in an amount equal to 3.0% of the aggregate principal amount of the loans then outstanding.

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Item 1.01 Entry into a Material Definitive Agreement.

EXCO Operating Credit Facility

On December 1, 2008, EXCO Operating Company, LP (“EXCO Operating”), a wholly-owned subsidiary of EXCO Resources, Inc. (“EXCO”), as borrower, and certain of its subsidiaries, as guarantors, and JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent, and the lenders signatories thereto, entered into that certain Third Amendment to Amended and Restated Credit Agreement (the “Third Amendment”). The Third Amendment permits the incurrence of up to $300.0 million of unsecured indebtedness by EXCO Operating with a stated maturity no later than January 15, 2010 to fund the repayment and termination of that certain Senior Unsecured Credit Agreement, dated July 15, 2008, with JPMorgan, as administrative agent, and certain lender parties thereto (the “Original Senior Unsecured Credit Agreement”). The Third Amendment excludes any indebtedness incurred to fund the repayment and termination of the Original Senior Unsecured Credit Agreement from the calculation of consolidated current liabilities through December 31, 2009.  The foregoing description is not complete and is qualified in its entirety by the Third Amendment, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

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Item 1.01 Entry into a Material Definitive Agreement.

EXCO Operating Senior Unsecured Credit Agreement

In connection with the acquisition of producing oil and natural gas properties, acreage and other assets in Gregg, Rush, and Upshur Counties, Texas from private sellers, EXCO Operating Company, LP (f/k/a EXCO Partners Operating Partnership, LP) (“EXCO Operating”), a wholly-owned subsidiary of EXCO Resources, Inc. (“EXCO”), and certain of its subsidiaries entered into a Senior Unsecured Term Credit Agreement, dated July 15, 2008, with JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent, and certain lender parties thereto (the “Senior Unsecured Credit Agreement”).  A term loan in the amount of $300.0 million was made in a single draw on July 15, 2008.  Thereafter through October 15, 2008, EXCO Operating may request additional term loans of up to $200.0 million in the aggregate, which are available in up to four separate advances of at least $50.0 million or increments of $5.0 million in excess thereof, but neither JPMorgan nor the lenders have any obligation to provide the requested additional funding.  The Senior Unsecured Credit Agreement is due and payable on December 15, 2008 and is guaranteed by all existing and future direct or indirect subsidiaries of EXCO Operating, including any guarantor of EXCO Operating’s existing revolving credit agreement.

Financial covenants governing the Senior Unsecured Credit Agreement include a minimum current ratio of 1.00 to 1.00, a maximum leverage ratio of 3.50 to 1.00 and a minimum interest coverage ratio of 2.50 to 1.00.  At the borrower’s election, term loans under the Senior Unsecured Credit Agreement may bear interest at a rate per annum equal to: (a) the Alternate Base Rate, or ABR (defined as the higher of (i) the rate of interest publicly announced by JPMorgan as its prime rate in effect at its principal office in New York City and (ii) the federal funds effective rate from time to time plus 0.50%), plus 4.75% or (b) the LIBO Rate (defined as the greater of (i) the rate at which eurodollar deposits in the London interbank market for one, two or three months, as selected by the borrower, are quoted on the Telerate screen and (ii) 3.50%), as adjusted for actual statutory reserve requirements for Eurocurrency liabilities, plus 6.00%.  In the case of term loans bearing interest based upon ABR, interest is payable quarterly in arrears.  In the case of terms loans bearing interest based upon the LIBO Rate, interest is payable on the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period.  The Senior Unsecured Credit Agreement contains representations, warranties, covenants, events of default and indemnities that are customary for agreements of this type and are substantially the same as the terms included in EXCO Operating’s revolving credit agreement.

Term loans may be prepaid by the borrower in minimum principal amounts of $10.0 million or increments of $5.0 million in excess thereof and must be prepaid with the net proceeds of certain asset sales, in either case without premium or penalty and subject to repayment of certain lender costs.  The repayment obligation under this facility can be accelerated upon the occurrence of an event of default including the failure to pay principal or interest, a material inaccuracy of a representation or warranty, violation of covenants, cross-default, bankruptcy events, certain ERISA events, material judgments, revocation by a guarantor of its guarantee of the Senior Unsecured Credit Agreement or a change of control (as defined) of EXCO Operating.

An investment fund affiliated with Ares Management, LLC (“Ares”) is a lender under the Senior Unsecured Credit Agreement.  Jeffrey S. Serota, a Senior Partner in the Private Equity Group of Ares, serves on our board of directors.  Investment funds affiliated with Ares hold all of our outstanding shares of Series C 7.0% Cumulative Convertible Perpetual Preferred Stock and 7.5% of our outstanding shares of Series A-1 Hybrid Preferred Stock.  For more information about the relationships between Ares, Mr. Serota and the Company, see the section entitled “Transactions with Related Persons—Private placement of Preferred Stock” in EXCO’s Definitive Proxy Statement filed on April 8, 2008.

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Item 1.01  Entry into a Material Definitive Agreement.

EPOP Credit Facility

On February 20, 2008, EXCO Partners Operating Partnership, LP (“EPOP”), as borrower, and certain of its subsidiaries, as guarantors, and JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent, and the lenders signatories thereto, entered into that certain First Amendment to Amended and Restated Credit Agreement, which amendment provides for a borrowing base valuation and mortgaging mechanism with respect to EPOP’s midstream pipeline and gas gathering assets. In addition, the lenders reaffirmed the borrowing base of the credit facility at $1.3 billion. The foregoing description is not complete and is qualified in its entirety by the First Amendment to Amended and Restated Credit Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

EXCO Credit Facility

On February 20, 2008, EXCO Resources, Inc. (“EXCO”), as borrower, and certain of its subsidiaries, as guarantors, and JPMorgan, as administrative agent, and the lenders signatories thereto, entered into that certain First Amendment to Second Amended and Restated Credit Agreement, which amendment increases the maximum facility amount to $1.175 billion. In addition, the lenders increased the borrowing base of the credit facility to $1.175 billion. The foregoing description is not complete and is qualified in its entirety by the First Amendment to Second Amended and Restated Credit Agreement, which is filed herewith as Exhibit 10.2 and incorporated herein by reference.

Section 2 — Financial Information

Item 1.01  Entry into a Material Definitive Agreement.

On September 6, 2007, EXCO Resources, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Ares Corporate Opportunities Fund, L.P. (“ACOF”) and J.P. Morgan Securities Inc. as sole underwriter (the “Underwriter”), in connection with the resale (the “Resale”) of 3,250,000 shares of the Company’s common stock by ACOF at a price of $16.30 per share which will result in $52,975,000 of proceeds to the selling shareholder.  These shares are being resold pursuant to a prospectus supplement and accompanying prospectus, as supplemented, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Company’s registration statement on Form S-3ASR (File No. 333-142361), which was filed and became effective on April 25, 2007.  The Resale is expected to close on or about September 11, 2007.  Following the Resale, it is anticipated that ACOF will beneficially own 4,303,727 shares of the Company’s common stock, including shares issuable upon conversion of the Company’s Series C 7.0% Cumulative Convertible Perpetual Preferred Stock and Series A-1 Hybrid Preferred Stock.

The Company is not selling any shares of common stock in connection with the Offering and will not receive any of the proceeds from the sale of the shares by ACOF.  The Company and ACOF have agreed to indemnify the Underwriter against certain liabilities under the Securities Act or to contribute to payments the Underwriter may be required to make because of those liabilities.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

The description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 1.01 Entry into a Material Definitive Agreement.

On August 15, 2007, EXCO Resources, Inc. (“EXCO”) entered into a Purchase Agreement (“Purchase Agreement”) with OCM GW Holdings, LLC (“OCM GW”) pursuant to which EXCO sold 750,000 shares of unregistered restricted common stock of Crimson Exploration, Inc. (“Crimson”) to OCM GW for an aggregate sales price of approximately $5.2 million. Crimson is a publicly-held company that is controlled by investment funds managed by Oaktree Capital Management, L.P. (“Oaktree LP”), which also controls OCM GW.  Entities affiliated with Oaktree LP are significant shareholders of EXCO by virtue of their ownership of shares of EXCO’s Cumulative Convertible Perpetual Preferred Stock and Hybrid Preferred Stock.  One of our directors, Vincent J. Cebula, is a managing director of Oaktree LP.  The Purchase Agreement contains representations and warranties customary for transactions of this nature.  The foregoing description is not complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

Item 1.01  Entry into a Material Definitive Agreement.

First Amendment to Purchase and Sale Agreement

In contemplation of the closing of the acquisition of oil and natural gas properties located in the Mid-Continent, South Texas and Gulf Coast areas of Oklahoma, Kansas, Texas, Louisiana and Arkansas contemplated by that certain Purchase and Sale Agreement (the “Original Anadarko Purchase Agreement” and as amended, the “Anadarko Purchase Agreement”), dated February 1, 2007, by and among Anadarko Petroleum Corporation (“APC”), Anadarko E&P Company LP (“AEP”), Anadarko Gathering Company (“AGC”), Howell Petroleum Corporation (“Howell”), Kerr-McGee Oil & Gas Onshore LP (“KMOG” and together with APC, AEP, AGC and Howell, “Anadarko”) and EXCO Resources, Inc., described more fully in the Current Report on Form 8-K that was filed by EXCO with the Securities and Exchange Commission (the “SEC”) on February 6, 2007 (the “Signing 8-K”) and under the heading “Purchase and Sale Agreement with Anadarko” in Item 2.01 of this Current Report on Form 8-K, on April 13, 2007, EXCO entered into the First Amendment Letter Agreement (the “First Amendment”) with Anadarko, pursuant to which EXCO agreed to indemnify Anadarko against any losses incurred as a result of the physical injury or death of certain Anadarko employees in connection with their attending production systems training classes at EXCO’s headquarters. The foregoing description is not complete and is qualified in its entirety by the First Amendment, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Second Amendment to Purchase and Sale Agreement

In contemplation of the closing of the transactions contemplated by the Anadarko Purchase Agreement, EXCO entered into the Second Amendment to Purchase and Sale Agreement, effective as of February 1, 2007 (the “Second Amendment”), with Anadarko, pursuant to which Anadarko Gathering Company was added as a Seller under the Anadarko Purchase Agreement solely with respect to the Norge Marchand gas gathering system to be sold to EXCO pursuant to the Anadarko Purchase Agreement.  The foregoing description is not complete and is qualified in its entirety by the Second Amendment, which is filed herewith as Exhibit 10.2 and incorporated herein by reference.

Third Amendment to Purchase and Sale Agreement

In contemplation of the closing of the transactions contemplated by the Anadarko Purchase Agreement and the closing of the transactions contemplated by the Crimson Purchase Agreement (as defined below), EXCO decided to designate its wholly-owned subsidiary Southern G Holdings, LLC (“Southern G”) as the recipient of certain oil and gas properties located in South Texas, Louisiana and Arkansas (the “Gulf Coast Assets”) which were to otherwise have been conveyed to EXCO as part of the closing of the transactions contemplated by the Anadarko Purchase Agreement.  In order to effect such designation, on May 2, 2007 EXCO entered into the Third Amendment to Purchase and Sale Agreement, effective as February 1, 2007 (the “Third Amendment”), with Anadarko.  The Third Amendment amended selected provisions of the Anadarko Purchase Agreement, principally (i) to memorialize the designation by EXCO of Southern G to take title to Anadarko’s right, title interest and estate in and to the Gulf Coast Assets and to assume certain obligations and liabilities under the Anadarko Purchase Agreement with respect to the Gulf Coast Assets, (ii) to revise and update selected schedules and exhibits to the Anadarko Purchase Agreement, (iii) to provide for certain interim services by Anadarko’s employees during the month of May 2007 with respect to the Gulf Coast Assets, and (iv) to amend selected provisions of the Anadarko Purchase Agreement pertaining to the treatment of properties subject to preference rights and transfer requirements.  The foregoing description is not complete and is qualified in its entirety by the Third Amendment, which is filed herewith as Exhibit 10.3 and incorporated herein by reference.

As more fully described under the heading “Anadarko Closing” in Item 2.01 of this Current Report on Form 8-K, the acquisition of the oil and natural gas properties pursuant to the Anadarko Purchase Agreement was completed effective as of May 2, 2007 (the “Anadarko Closing”).

Membership Interest Purchase and Sale Agreement with Crimson

On May 8, 2007, EXCO, entered into a Membership Interest Purchase and Sale Agreement (the “Crimson Purchase Agreement”) with Southern G, Crimson Exploration Inc. (“Crimson Parent”) and Crimson Exploration Operating, Inc. (“Crimson Operating” and, together with Crimson Parent, “Crimson”), pursuant to which Crimson Operating acquired all of the outstanding membership interests of Southern G (the “Membership Interest”) from EXCO (the “Gulf Coast Sale”) on May 8, 2007 (the “Crimson Closing”).

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The purchase price for the membership interest was $285 million, adjusted for closing adjustments for a net cash price of approximately $245 million, subject to certain post closing purchase price adjustments reflecting a true-up of purchase price adjustments estimated at closing, and 750,000 shares of common stock, par value $0.001 per share, of Crimson Parent.  The Crimson Purchase Agreement contains customary representations, warranties and covenants. The purchase price was negotiated on an arms-length basis based upon customary industry metrics for acquisitions of oil and natural gas reserves.

EXCO has agreed to indemnify Crimson (and other related indemnified persons specified in the Crimson Purchase Agreement), subject to certain limitations, for losses incurred by Crimson to the extent resulting from, arising out of or relating to (i) EXCO’s breach of any representation or warranty of EXCO contained in the Crimson Purchase Agreement or in any certificates furnished in connection therewith, (ii) EXCO’s failure to perform any covenant or agreement contained in the Crimson Purchase Agreement or in any certificates furnished in connection therewith, (iii) any waiver, amendment or modification of a covenant of Anadarko contained in the Anadarko Purchase Agreement that relates to the Gulf Coast Assets and for which EXCO does not obtain Crimson Operating’s prior written consent, (iv) the ownership, use or operation, following the Anadarko Closing, of the assets that EXCO (and not Southern G) acquired from Anadarko pursuant to the Anadarko Purchase Agreement, (v) Anadarko’s breach of any representation or warranty of Anadarko contained in the Anadarko Purchase Agreement or Anadarko’s breach or nonfulfillment of or failure to perform any covenant or agreement of Anadarko contained in the Anadarko Purchase Agreement (in the case of clause (v), only to the extent that (A) such breach or nonfulfillment adversely affects the Gulf Coast Assets and (B) Crimson would be entitled to indemnification under the Anadarko Purchase Agreement if Crimson were the purchaser under the Anadarko Purchase Agreement), and (vi) certain obligations and liabilities of Anadarko assumed by EXCO at the Anadarko Closing other than any such obligations or liabilities assumed by Southern G at the Anadarko Closing.  Crimson and Southern G have agreed to jointly and severally indemnify EXCO (and other related indemnified persons specified in the Crimson Purchase Agreement), subject to certain limitations, for losses incurred by EXCO to the extent resulting from, arising out of or relating to (a) any breach of any representation or warranty of Crimson contained in the Crimson Purchase Agreement or in any certificates furnished in connection therewith, (b) any failure to perform any covenant or agreement of Crimson contained in the Crimson Purchase Agreement or in any certificates furnished in connection therewith, (c) the ownership, use or operation of the Gulf Coast Assets after January 1, 2007, (d) environmental laws, environmental liabilities, the release of materials into the environment or protection of human health, safety, natural resources or the environment, or any other environmental condition of the Gulf Coast Assets, and (e) certain obligations and liabilities of Anadarko that were assumed by Southern G at Anadarko Closing.  Neither EXCO, on the one hand, nor Crimson and Southern G, on the other hand, will be obligated to indemnify the other (and other related indemnified persons specified in the Crimson Purchase Agreement) for losses arising from EXCO’s breach of representations and warranties until the amount of all losses incurred by such person and such other indemnified persons exceeds, in the aggregate, $2 million (the “Deductible”), in which event the party seeking indemnification may recover all losses arising from a breach of representations and warranties incurred in excess of the Deductible, up to a maximum liability of $30 million.  EXCO will not be obligated to indemnify Crimson (and other related indemnified persons specified in the Crimson Purchase Agreement) for losses arising from Anadarko’s breach of representations, warranties, covenants or agreements as described in clause (v) above until the amount of all losses incurred by such person and such other indemnified persons exceeds, in the aggregate, $7.5 million, in which event Crimson may recover all losses arising from any breach of representations and warranties incurred in excess of the $7.5 million, up to a maximum liability of $75 million.  The foregoing description is not complete and is qualified in its entirety by the Crimson Purchase Agreement, which is filed herewith as Exhibit 10.3 and incorporated herein by reference.

Crimson is a publicly-held company that is controlled by an investment fund managed by Oaktree Capital Management, LLC.  One of our directors, Vincent Cebula, is a managing director of Oaktree Capital Management, LLC.

Fifth Supplemental Indenture

Effective May 2, 2007, EXCO, Southern G and Wilmington Trust Company, as trustee, entered into the Fifth Supplemental Indenture (the “Supplemental Indenture”) to EXCO’s Indenture (the “Indenture”), dated as of January 20, 2004, governing EXCO’s 71¤4% Senior Notes due 2011 (the “Senior Notes”).  Southern G, as a direct and wholly-owned subsidiary of EXCO, was required by the Indenture to become a guarantor under the Indenture.  Pursuant to the Supplemental Indenture, Southern G agreed to guarantee EXCO’s obligations under the Senior Notes and the Indenture governing the Senior Notes.  The foregoing description is not complete and is qualified in its entirety by the Supplemental Indenture, which is filed herewith as Exhibit 4.1 and incorporated herein by reference.

Upon the completion of the Crimson Closing, Southern G was released from its obligations as a guarantor under the Indenture.

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Second Amended and Restated Credit Agreement of EXCO

Effective May 2, 2007, EXCO entered into the Second Amended and Restated Credit Agreement (the “EXCO Credit Agreement”) among EXCO, as borrower, certain subsidiaries of EXCO, as guarantors, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Securities Inc., as sole bookrunner and lead arranger.  The initial interest rate is LIBOR plus 125 basis points with a maximum rate of LIBOR plus 175 basis points.  The interest pricing grid ranges from LIBOR plus 100 basis points to LIBOR plus 175 basis points depending upon borrowing base usage.  The facility also includes an ABR pricing alternative ranging from ABR plus 0 basis points to ABR plus 75 basis points depending upon borrowing base usage.  The material changes reflected in the EXCO Credit Agreement include an increase in the borrowing base to $1.0 billion, principally to reflect the acquisition of assets pursuant to the Anadarko Purchase Agreement.  Upon consummation of the transactions contemplated by the Anadarko Purchase Agreement, approximately $640 million was outstanding under the EXCO Credit Agreement.  Upon consummation of the Gulf Coast Sale, the borrowing base under the EXCO Credit Agreement was reduced from $1.0 billion to $900 million.  The Consolidated Current Ratio (as defined) as of the end of any fiscal quarter ending on or after September 30, 2007 must be at least 1.00 to 1.00.  For any fiscal quarter ending September 30, 2007 and thereafter, the ratio of Consolidated Funded Indebtedness (as defined) to Consolidated EBITDAX (as defined) must be no greater than 3.50 to 1.00.  For any quarter beginning September 30, 2007 and thereafter, the ratio of Consolidated EBITDAX to Consolidated Interest Expense (as defined) must be at least 2.50 to 1.00.  EXCO has also agreed to have in place commodity derivative contracts covering no more than 80% of its “forecasted production from total proved reserves” (as defined) for the next two years and 70% in the third, fourth and fifth years.  EXCO will have in place mortgages covering 80% of the Engineered Value of its Mortgaged Properties (as defined).  The foregoing description is not complete and is qualified in its entirety by the EXCO Credit Agreement, which is filed herewith as Exhibit 10.5 and incorporated herein by reference.

Item 1.01 Entry into a Material Definitive Agreement.

First Amendment to Purchase and Sale Agreement and Assignment of Partial Interest in the Purchase and Sale Agreement

In contemplation of the completion of the acquisition of oil and natural gas properties located in the Vernon and Ansley Fields in Jackson Parish, Louisiana, described more fully in the Current Report on Form 8-K that was filed by EXCO Resources, Inc. (“EXCO”) with the Securities and Exchange Commission (the “SEC”) on December 29, 2006 and in Item 2.01 of this Current Report on Form 8-K, EXCO decided to consummate the purchase within EXCO Partners, LP.  Accordingly, concurrent with the completion of the transactions described in this Current Report on Form 8-K, EXCO caused its wholly-owned acquisition subsidiary, Vernon Holdings, LLC (“Vernon Holdings”), and a subsidiary of Vernon Holdings, Vernon Gathering, LLC (“Vernon Gathering”), to be designated as “unrestricted subsidiaries” under the terms of EXCO’s revolving credit agreement and the  Indenture governing EXCO’s 7 ¼% Senior Notes due 2011.  EXCO then effected the contribution of Vernon Holdings and Vernon Gathering to EXCO Partners, LP, which then contributed these subsidiaries to EXCO Partners Operating Partnership, LP (“EPOP”).  Vernon Holdings then merged with and into EPOP.  EPOP (as successor by merger to Vernon Holdings) and Vernon Gathering (together with EPOP, the “Purchaser”), both indirect wholly-owned subsidiaries of EXCO, then entered into the First Amendment to Purchase and Sale Agreement and Assignment of Partial Interest in the Purchase and Sale Agreement, dated March 30, 2007 (the “First Amendment”), with Anadarko Petroleum Corporation (“APC”) and Anadarko Gathering Company (“AGC” and together with APC, “Anadarko”).  The First Amendment amended selected provisions of the Purchase and Sale Agreement, dated December 22, 2006 (the “Original Purchase Agreement” and, as amended by the First Amendment, the “Purchase Agreement”), by and among Anadarko and EPOP (as successor by merger to Vernon Holdings, LLC), principally (i) to memorialize (A) the assignment by EPOP to Vernon Gathering of EPOP’s rights under the Original Purchase Agreement insofar as they relate to AGC’s right, title, interest and estate in and to the assets being sold by AGC (the “AGC Assets”) pursuant to the Original Purchase Agreement, including the right to receive the AGC Assets, and (B) Vernon Gathering’s agreement to assume certain obligations and liabilities under the Original Purchase Agreement with respect to the AGC Assets, (ii) to acknowledge that Vernon Holdings, LLC merged with and into EPOP prior to completion of the transactions contemplated by the Purchase Agreement and (iii) to revise and update selected schedules and exhibits to the Original Purchase Agreement.  The foregoing description is not complete and is qualified in its entirety by the First Amendment, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Preferred Stock Purchase Agreement

On March 28, 2007, EXCO entered into a Preferred Stock Purchase Agreement (the “Stock Purchase Agreement”) with the investors named therein (collectively, the “Investors”), pursuant to which EXCO issued and sold to the Investors (a) an aggregate of $390 million of shares of EXCO’s Series A-1 7.0% Cumulative Convertible Perpetual Preferred Stock, Series A-2 7.0% Cumulative Convertible Perpetual Preferred Stock, Series B 7.0% Cumulative Convertible Perpetual Preferred Stock and Series C 7.0% Cumulative Convertible Perpetual Preferred Stock (collectively, the “7.0% Preferred Stock”) and (b) an aggregate of $1.61 billion of shares of EXCO’s Series A-1 Hybrid Preferred Stock and Series A-2 Hybrid Preferred Stock (collectively, the “Hybrid Preferred Stock”).  The shares of the 7.0% Preferred Stock and Hybrid Preferred Stock issued and sold by the EXCO pursuant to the Stock Purchase Agreement are convertible, under certain conditions, into shares of EXCO’s common stock.  The Stock Purchase Agreement includes representations, warranties, covenants and indemnities customary for a transaction of this type.  EXCO has  covenanted to obtain the approval of its common shareholders (the “NYSE Shareholder Approval”) of the (i) designations, preferences, limitations and rights set forth in Annex III of the statement of designations of the Hybrid Preferred Stock, including the convertibility of the Hybrid Preferred Stock into EXCO common stock, (ii) the issuance of all of the shares of common stock issuable upon conversion of the Hybrid Preferred Stock, and (iii) removal of the restriction on adjustments of the conversion price of the 7.0% Preferred Stock (collectively, the “NYSE Approval Proposal”), each in accordance with the rules of the New York Stock Exchange (“NYSE”).  EXCO has agreed to prepare and distribute proxy materials as promptly as possible to solicit proxies for approval of the NYSE Approval Proposal and to hold a meeting of shareholders no later than September 26, 2007, to vote upon the NYSE Approval Proposal.  EXCO has also granted holders of the 7.0% Preferred Stock and Hybrid Preferred Stock a right of first offer with respect to any subsequent issuances of shares by EXCO of common stock (or other securities convertible into or exchangeable for common stock) at a price per share less than the then-effective conversion price of the 7.0% Preferred Stock and, after the NYSE Shareholder Approval, the Hybrid Preferred Stock, subject to customary exceptions.  The foregoing description is not complete and is qualified in its entirety by the Stock Purchase Agreement, which is filed herewith as Exhibit 10.2 and incorporated herein by reference.

Registration Rights Agreements

In connection with the Stock Purchase Agreement, on March 28, 2007, EXCO entered into a Registration Rights Agreement with the Investors (the “7.0% Registration Rights Agreement”) with respect to the registration of the resale of the shares of common stock underlying the 7.0% Preferred Stock and the Hybrid Preferred Stock, the shares of Series A-1 7.0% Preferred Stock and, after the NYSE Shareholder Approval, the shares of Series A-1 Hybrid Preferred Stock that were issued and sold pursuant to the Stock Purchase Agreement.  The 7.0% Registration Rights Agreement contains customary terms and conditions for a transaction of this type.  EXCO has agreed to file with the SEC, not later than September 26, 2007, a registration statement to register the offer and sale of the common shares issuable upon conversion of the 7.0% Preferred Stock and to use its best efforts to have the registration statement declared effective by March 24, 2008.  If any shares of 7.0% Preferred Stock are outstanding on March 30, 2007, EXCO has agreed to file a registration statement with the SEC by June 28, 2011 registering such shares for resale and to use EXCO’s best efforts to have such registration statement declared effective by September 26, 2011.  If EXCO is unable to meet the deadlines described above, or if a registration statement ceases to remain effective or if EXCO restricts sales under a registration statement under certain “blackout provisions” for longer than the contractually permitted period, EXCO must pay liquidated damages at a rate of 0.50% per annum of the 7.0% Preferred Stock liquidation preference for the first 90 days and thereafter for each subsequent 90-day period at an additional rate of 0.25% up to a maximum of 2.00% per annum during any default period.  EXCO has also agreed to indemnify holders against certain liabilities under the Securities Act of 1933, as amended, in respect of any such resale registration.  The foregoing description is not complete and is qualified in its entirety by the 7.0% Registration Rights Agreement, which is filed herewith as Exhibit 4.1 and incorporated herein by reference.

In connection with the Stock Purchase Agreement, on March 28, 2007, EXCO also entered into a Registration Rights Agreement with the Investors (the “Hybrid Registration Rights Agreement”) with respect to the registration of the resale of the shares of Series A-1 Hybrid Preferred Stock that were issued and sold pursuant to the Stock Purchase Agreement.  If EXCO has not obtained the NYSE Shareholder Approval by September 26, 2007, EXCO has agreed to file a registration statement with the SEC by December 24, 2007, covering the resale prior to the NYSE Shareholder Approval of shares of Hybrid Preferred Stock and to use its best efforts to have the registration statement declared effective by March 24, 2008.  The Hybrid Registration Right Agreement contains liquidated damages payment provisions similar to the 7.0% Preferred Registration Rights Agreement and similar indemnification obligations.  The foregoing description is qualified in its entirety by the Hybrid Registration Rights Agreement, which is filed herewith as Exhibit 4.2 and incorporated herein by reference.

Director Nomination Letter Agreements

In connection with the Stock Purchase Agreement, EXCO entered into a letter agreement, dated March 28, 2007 (the “Oaktree Letter Agreement”), with certain Investors affiliated with Oaktree Capital Management, LLC pursuant to

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Item 1.01 Entry Into a Material Definitive Agreement.

On March 8, 2007, EXCO Partners Operating Partnership, LP (“EPOP”), a subsidiary of EXCO Resources, Inc., and certain of EPOP’s subsidiaries entered into an amendment (“Amendment”) to EPOP’s revolving credit facility with a group of lenders led by JPMorgan Chase Bank, N.A. The Amendment was sought due to EPOP’s anticipated inability to comply with the leverage ratio and interest coverage ratio tests as of December 31, 2006. The original financial covenant ratios were negotiated assuming a more accelerated drilling program, which would have resulted in higher forecasted production. In addition, interest expense attributable to EPOP’s senior term credit agreement was higher than originally forecast as the final negotiated interest rate exceeded our initial estimates when the covenants were being negotiated.  Management and the lenders believe these revised covenants are more consistent with the actual operational activities contemplated at EPOP during 2007. The amendment was effective as of December 31, 2006. The foregoing description of the Amendment is not complete and is qualified in its entirety to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 1.01 Entry into a Material Definitive Agreement.

On February 1, 2007, EXCO Resources, Inc. ("EXCO" or "Purchaser") entered into a Purchase and Sale Agreement (the "Purchase Agreement") with Anadarko Petroleum Corporation ("APC"), Anadarko E&P Company, LP, a subsidiary of APC ("E&P"), Howell Petroleum Corporation, a subsidiary of APC ("Howell"), and Kerr-McGee Oil & Gas Onshore LP, a subsidiary of APC ("KMOG" and, together with APC, E&P, and KMOG, "Anadarko"), whereby, subject to the terms and conditions in the Purchase Agreement, Purchaser will acquire substantially all of the oil and natural gas properties and related assets, including hedges in respect of a significant portion of estimated production for 2007, 2008 and 2009 (collectively, the "Assets"), of Anadarko in multiple fields located in the Mid-Continent, South Texas and Gulf Coast areas of Oklahoma and Texas (the "Acquisition").

Purchaser will pay Anadarko a purchase price of approximately $860 million in cash for the Assets, subject to certain purchase price adjustments. The purchase price will be: (i) reduced by proceeds earned (including, from the sale of hydrocarbons), and increased by costs incurred, with respect to the operation of the Assets during the period from 7:00 a.m., local time, on January 1, 2007 (the "Effective Time"), to the closing date, (ii) reduced by the value of any Asset not conveyed to EXCO in the event a required preference right or transfer requirement has not been satisfied or waived as of the closing, (iii) reduced by the aggregate amount of material title defects and material environmental defects exceeding $17 million, (iv) increased by the aggregate amount of material aggregate title benefits exceeding $17 million, (v) reduced by the aggregate amounts payable to owners of working interests and other interests in the Assets held in suspense as of the closing date, (vi) reduced by the net amount of any gas imbalances as of the Effective Time, and (vii) increased by the value of merchantable stored hydrocarbons attributable to the Assets as of the Effective Time.

The Purchase Agreement contains customary representations, warranties and covenants. The Acquisition is expected to close on or about May 2, 2007, subject to the satisfaction of various closing conditions, including, among others, (i) the termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the aggregate amount of uncured title defects, environmental defects and casualty losses, net of title benefits, not exceeding $86 million, and (iii) the sum of allocated values not exceeding $17.2 million for any Assets that are retained by Anadarko because of the failure to obtain, prior to closing, third-party consents required to transfer such Assets.

In connection with the execution of the Purchase Agreement, Purchaser deposited with Anadarko an earnest money deposit (the "Deposit") in the amount of $43 million to be applied against the purchase price at closing or, if Anadarko terminates the Purchase Agreement because Purchaser has materially breached Purchaser’s representations, warranties or covenants under the Purchase Agreement, to be retained by Anadarko, as its sole and exclusive remedy, as liquidated damages. If the Purchase Agreement is terminated for any reason other than as stated in the preceding sentence, Anadarko is obligated to return the Deposit to Purchaser.

Anadarko has agreed to indemnify Purchaser after the closing, subject to certain limitations, for losses incurred by Purchaser to the extent resulting from, arising out of or relating to (i) Anadarko’s breach of any representation or warranty of Anadarko contained in the Purchase Agreement or confirmed in any certificate furnished in connection therewith, (ii) Anadarko’s failure to perform any covenant or agreement contained in the Purchase Agreement or confirmed in any certificate furnished in connection therewith, (iii) liabilities associated with assets or properties not part of the Assets, (iv) certain scheduled litigation and other proceedings and other litigation and other proceedings that arise out of or are attributable to Anadarko’s ownership or operation of the Assets after February 1, 2007 but before the closing, (v) litigation and other proceedings that arise after closing for personal injury or death arising and occurring before the closing which is attributable to Anadarko’s ownership or operation of the Assets, (vi) obligations or liabilities attributable to scheduled incidences of noncompliance with laws by Anadarko, (vii) certain retained employee liabilities, and (viii) any off-site environmental liabilities occurring prior to the closing that relate to the Assets. Purchaser has agreed to indemnify Anadarko after the closing, subject to certain limitations, for losses incurred by Anadarko to the extent resulting from, arising out of or relating to (a) Purchaser’s breach of any representation or warranty of Purchaser contained in the Purchase Agreement or confirmed in any certificate furnished in connection therewith, (b) Purchaser’s failure to perform any covenant or agreement contained in the Purchase Agreement or confirmed in any certificate furnished in connection therewith, (c) the ownership, use or operation of the Assets after the Effective Time, (d) other than off-site environmental liabilities retained by Anadarko, any environmental liabilities associated with the Assets, and (e) certain obligations and liabilities of Anadarko with respect to the Assets that will be assumed by Purchaser at the closing. Neither Anadarko, on the one hand, nor Purchaser, on the other hand, will be obligated to indemnify the other (and other related indemnified persons specified in the Purchase Agreement) for losses until the amount of all losses incurred by such person and such other indemnified persons exceeds, in the aggregate, $21.5 million (the "Deductible"), in which event the party seeking indemnification may recover all losses incurred in excess of the Deductible, up to a maximum liability of $215 million.

In connection with the Acquisition, hedges in respect of a significant portion of estimated production for 2007, 2008 and 2009 were entered into by the seller and will be assumed by Purchaser.

To ensure that EXCO has sufficient financing to complete the Acquisition and EXCO’s previously announced purchase from APC of oil and natural gas properties in the Vernon and Ansley Fields in Jackson Parish, Louisiana, EXCO received a revised Commitment Letter dated as of February 1, 2007, from J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A. This Commitment Letter supersedes and replaces the commitment letter we received on December 22, 2006, in conjunction with our entering into the Purchase and Sale Agreement with APC to acquire its assets in the Vernon and Ansley Fields in Louisiana. The new Commitment Letter provides for a senior secured revolving credit facility in the amount of $1.8 billion and a bridge loan facility in the amount of $1.1 billion (collectively, the "Credit Facilities"). If used to finance the Acquisition, the Credit Facilities will contain customary representations, warranties and covenants, and the closing of the Credit Facilities will be subject to the satisfaction of customary closing conditions. EXCO is also considering other financing alternatives.

Item 1.01  Entry Into a Material Definitive Agreement.

Merger Agreement

On July 22, 2006, Winchester Acquisition, LLC (“Buyer”), a wholly-owned subsidiary of EXCO, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Progress Fuels Corporation (“PFC”), Winchester Energy Company, Ltd. (“WEC Ltd.”), and WGC Holdco, LLC, whereby Buyer has acquired all of the equity interests of WEC Ltd. by merger of WEC Ltd. with and into Buyer on October 2, 2006 (the “Merger”).

In the Merger, Buyer paid PFC approximately $1.13 billion in cash after closing adjustments, subject to contractual post-closing purchase price adjustments (reflecting a true-up of adjustments estimated at closing, including (i) certain of WEC Ltd.’s capital costs, transaction payments, and gas imbalances, (ii) WEC Ltd.’s EBITDA from May 1, 2006 until closing, and (iii) WEC Ltd.’s working capital at closing, all as set forth in detail in the Merger Agreement), and acquired certain producing and undeveloped oil and natural gas properties located in East Texas and North Louisiana, six gathering systems with approximately 300 miles of pipe and a 54 mile pipeline.

The foregoing description of the Merger Agreement is not complete and is qualified in its entirety to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

First Amendment to Agreement and Plan of Merger

In contemplation of the closing of the Merger, Buyer entered into that certain First Amendment to Agreement and Plan of Merger (the “Amendment”), dated September 28, 2006, with WEC Ltd., PFC and WGC Holdco, LLC, which amended selected provisions of the Merger Agreement.  Among other items, the Amendment principally amended and updated specified schedules to the Merger Agreement pursuant to the terms of the Merger Agreement, adjusted the purchase price from $1,195,000,000 to $1,159,774,600, amended certain provisions regarding title defects, and amended certain provisions of the Merger Agreement to reflect the creation of a new subsidiary of WEC Ltd.

The foregoing description of the Amendment is not complete and is qualified in its entirety to the full text of the Amendment, a copy of which is filed as Exhibit 2.2 and is incorporated herein by reference.

Formation of EXCO Partners, LP

Concurrent with the Merger, EXCO contributed Buyer to its wholly-owned subsidiary, EXCO Partners, LP (“EXCO Partners”).  Accordingly, Buyer is now a subsidiary of EXCO Partners.  In addition, EXCO also contributed all of its East Texas oil and gas properties, related pipeline and gathering systems, compressors and other production related equipment, and contracts including financial derivative instruments associated with EXCO’s East Texas production, to EXCO Partners in exchange for a payment of $150.0 million cash to EXCO.  The payment was drawn under EXCO Partners’ revolving credit facility and the proceeds were applied to reduce indebtedness outstanding under EXCO’s revolving credit agreement.  Included in the assets conveyed to EXCO Partners were four of EXCO’s subsidiaries, ROJO Pipeline, LP (f/k/a ROJO Pipeline, Inc.), TXOK Energy Resources Holdings, LLC, TXOK Texas Energy Holdings, LLC and TXOK Texas Energy Resources, L.P.  These entities are no longer guarantors or restricted subsidiaries under EXCO’s Credit Agreement or the Indenture (herein so called) governing EXCO’s 7 ¼% Senior Notes due 2011.  EXCO Partners, its subsidiaries, its general partner and the partners of its general partner, are deemed unrestricted subsidiaries under the Indenture governing EXCO’s  7 ¼% Senior Notes due 2011 and EXCO’s Credit Agreement.

EXCO Partners Revolving Credit Facility

To finance the Merger and the $150.0 million payment to EXCO for EXCO’s East Texas assets, EXCO Partners wholly-owned subsidiary, EXCO Partners Operating Partnership, LP (“EPOP”), entered into a Senior Revolving Credit Agreement, dated October 2, 2006 (the “Revolving Credit Facility”), with a group of lenders lead by JPMorgan Chase Bank, N.A.  The Revolving Credit Facility has a face amount of $750 million with an initial borrowing base of $750 million and an initial conforming borrowing base of $650 million.  The borrowing base must be conforming by April 1, 2007.  The Revolving Credit Facility is secured by a first priority lien on the oil and gas assets of EPOP, including 100% of the equity of EPOP’s subsidiaries, and is guaranteed by all existing and future subsidiaries.  Financial covenants governing the Revolving Credit Facility include maximum total leverage, minimum interest coverage, asset coverage value ratio, and a minimum current ratio.  The Revolving Credit Facility contains representations, warranties, covenants, events of default, and indemnities customary for agreements of this type.  The Revolving

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Credit Facility matures four years from the closing date and has an initial drawn interest rate of LIBOR + 175 basis points (“bps”) and an undrawn commitment fee of 37.5 bps on the first $650 million of the Revolving Credit Facility.  To the extent usage exceeds the initial conforming borrowing base, the Revolving Credit Facility will have an initial drawn interest rate of LIBOR + 250 bps and an undrawn commitment fee of 50 bps on the portion of the borrowings that exceed the initial conforming borrowing base.  The Revolving Credit Facility contains a pricing grid based on availability.  Finally, as a condition precedent to the funding of the Revolving Credit Facility, the Borrower is required to hedge 75% of proved developed producing production through 2010.  The repayment obligation under this facility can be accelerated upon the occurrence of an event of default including the failure to pay principal or interest, a material inaccuracy of a representation or warranty, failure to observe or perform covenants, subject to certain cure periods, bankruptcy, judgments against EPOP or any subsidiary in excess of $5.0 million or a change of control (as defined) of EPOP.  The initial amount borrowed under this facility was $651.0 million at closing of the Merger.

The foregoing description of the Revolving Credit Agreement is not complete and is qualified in its entirety to the full text of the Revolving Credit Facility, a copy of which is filed as Exhibit 10.1 and is incorporated herein by reference.

EXCO Partners Senior Term Credit Agreement

In connection with the Merger and the EXCO asset contribution, EPOP entered into a Senior Term Credit Agreement, dated October 2, 2006 (as amended and restated as of October 13, 2006), with JPMorgan Chase Bank, N.A., as administrative agent.  The aggregate principal amount is $650.0 million.  The Senior Term Credit Agreement is secured by a second priority lien on all of the oil and gas properties securing the Revolving Credit Facility, including 100% of the stock of subsidiaries, and is guaranteed by all existing and future subsidiaries.  Financial covenants governing the Senior Term Credit Agreement include maximum total leverage, minimum interest coverage and minimum asset coverage.  The Senior Term Credit Agreement contains representations, warranties, covenants, events of default and indemnities customary for agreements of this type.  The Senior Term Credit Agreement has an interest rate of LIBOR + 600 bps, with 25 bps step ups on October 2, 2007 and January 2, 2008, and a total cap of LIBOR + 650 bps.  Additionally, the Senior Term Credit Agreement matures five years from the closing date, amortizes at 1% per year, with a bullet payment at maturity.  Upon an initial public offering by EXCO Partners, EPOP shall prepay the principal outstanding (plus accrued interest) under the Senior Term Credit Agreement at par.  Commencing with the fiscal year ended December 31, 2007, and each year thereafter, EPOP must apply 100% of its Excess Cash Flow (as defined in the Senior Term Credit Agreement) toward prepayment at par of the Senior Term Credit Agreement.  Such payments shall be made no later than the later of April 15 or five business days following delivery of the annual financial statements required under the Senior Term Credit Agreement.  Any principal payment prior to the first anniversary, other than the mandatory prepayments described above, must be paid at 102% of the principal amount and after the first anniversary date to and including the second anniversary at 101% of par.  Thereafter, any prepayments are at par.  The repayment obligation under this facility can be accelerated upon the occurrence of an event of default including the failure to pay principal or interest, a material inaccuracy of a representation or warranty, failure to observe or perform covenants, subject to certain cure periods, bankruptcy, judgments against EPOP or any subsidiary in excess of $5.0 million or a change of control (as defined) of EPOP.

The foregoing description of the Senior Term Credit Agreement is not complete and is qualified in its entirety to the full text of the Senior Term Credit Agreement, a copy of which is filed as Exhibit 10.2 and is incorporated herein by reference.

First Amendment to EXCO Credit Agreement

In connection with the contribution by EXCO to EXCO Partners of EXCO’s East Texas assets, EXCO entered into an amendment to its revolving Credit Agreement (the “First Amendment”).  The First Amendment generally consents to and facilitates the contribution of the East Texas assets to EXCO Partners and provides that EXCO Partners, its subsidiaries, the general partner of EXCO Partners and the partners of the general partner are unrestricted subsidiaries under the Credit Agreement and are not subject to the terms thereof and are no longer guarantors thereof.  Moreover, the assets of EXCO Partners and its subsidiaries have not been pledged under the Credit Agreement, nor has EXCO Partners or the other unrestricted subsidiaries guaranteed the Credit Agreement.  The First Amendment also provides that the borrowing base thereunder shall be reduced to $600.0 million, with an aggregate commitment of $400.0 million.  The First Amendment also revises the covenants regarding the format of the financial statements to be delivered by EXCO and consents to the contingent equity contribution obligation described below under “EXCO Equity Contribution Agreement” subject to certain conditions.  The First Amendment also amends certain covenants to address EXCO’s relationship with EXCO Partners.  Prior to a public offering, if any, by EXCO Partners, EXCO may not permit the subsidiaries through which EXCO owns the equity of EXCO Partners to incur any Indebtedness or incur any lien.  Prior to a public offering, if any, by EXCO Partners, EXCO is required to own 100% of the equity of EXCO Partners.

The foregoing description of the First Amendment is not complete and is qualified in its entirety to the full text of the First Amendment, a copy of which is filed as Exhibit 10.3 and is incorporated herein by reference.

EXCO Equity Contribution Agreement

In connection with the arrangement of the Senior Term Credit Agreement, the lenders required EXCO to enter into an Equity Contribution Agreement, dated October 2, 2006, and amended and restated on October 4, 2006 and October 13, 2006 (as amended and restated, the “ECA”).  The ECA generally provides that on the date 18 months from October 2, 2006  (the “Equity Contribution

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Date”), EXCO will make a cash common equity contribution to EXCO Partners Operating Partnership, LP (the “Borrower”) in an amount equal to the lesser of (i) $150.0 million or (ii) the aggregate amount then outstanding under the Senior Term Credit Agreement; provided, that in no event can this obligation exceed during the term of the ECA the maximum amount that EXCO could contribute under the terms of its Indenture governing EXCO’s 7 1¤4% Senior Notes due 2011.  Alternatively, EXCO can cause EXCO Partners to make the equity contribution to EPOP in the amount of $150.0 million to satisfy this obligation.  In lieu of requiring the equity contribution, the holders of at least 662¤3% of the aggregate principal amount of the loans outstanding under the Senior Term Credit Agreement can elect at the Equity Contribution Date to require EPOP and its subsidiaries to become “Restricted Subsidiaries” under EXCO’s Credit Agreement and require EXCO to provide, and cause all then Restricted Subsidiaries as defined and constituted under EXCO’s Credit Agreement to provide, guarantees and collateral in respect of the Senior Term Credit Agreement on terms substantially consistent with the guarantees and collateral provided under EXCO’s Credit Agreement.  This requirement is subject to compliance with the Credit Agreement.  Any cash so contributed shall be used by EPOP to prepay loans under the Senior Term Credit Agreement.  EXCO and its subsidiaries are prohibited from making Restricted Payments (as defined in the Indenture) that would constitute a utilization of the Indenture restricted payment baskets, other than restricted payments not to exceed $5.0 million  In addition, EXCO has covenanted to redeem or defease its 7 1¤4% Senior Notes due 2011 if the Indenture would not permit the equity contribution or the lenders’ election to cause EXCO to designate EPOP and its subsidiaries as Restricted Subsidiaries under the Credit Agreement (subject to certain restrictions on the indebtedness that may be incurred for any such redemption or defeasance if the election to cause the designation of EPOP as a Restricted Subsidiary is chosen).  The ECA will terminate upon payment in full of the Senior Term Credit Agreement.

The foregoing description of the ECA is not complete and is qualified in its entirety to the full text of the ECA, a copy of which is filed as Exhibit 10.4 and is incorporated herein by reference.

Final Adjusted Purchase Price

On January 23, 2007, Buyer and PFC agreed upon the final adjustments to the purchase price in accordance with the Merger Agreement. These adjustments generally include the final calculation of closing date working capital, interim capital costs, interim EBITDA and a title defect adjustment. The final adjusted purchase price is $1,095,028,436. The amount due Buyer of $31,208,979 has been paid to Buyer (less $2,500,000 due PFC for EXCO’s purchase of certain oil and gas properties from a subsidiary of PFC).

Item 1.01  Entry into a Material Definitive Agreement.

Waiver under First Amended and Restated Registration Rights Agreement.  EXCO Resources, Inc. (the “Company”) is a party (as a successor by merger) to the First Amended and Restated Registration Rights Agreement (the “Registration Agreement”) with various holders of its common stock.  These shareholders originally received shares of common stock of the Company’s former parent, EXCO Holdings Inc. (“Holdings”), in connection with Holdings’ equity buyout transaction completed in October 2005.  The issuance of common stock by Holdings was conducted as a private placement under the Federal securities laws and resale of those common shares was restricted in accordance with law.  Concurrent with the Company’s initial public offering (the “IPO”) in February 2006, Holdings merged into the Company and the Holdings shareholders were issued shares of Company common stock, the resale of which shares continues to be restricted under applicable law.  The Company assumed the Registration Agreement in the merger with Holdings.

The Registration Agreement was originally entered into to provide certain rights to the holders of the restricted common stock to register their shares for resale under the Securities Act of 1933, as amended.  The Company (as successor party to the Registration Agreement) agreed to register one-third of the shareholders’ restricted shares (which one-third tranche aggregates approximately 16.8 million shares) for resale upon the expiration of 180 days after the completion of the IPO, another one-third following the expiration of 365 days after the completion of the IPO, and the last one-third of the restricted shares following the expiration of 540 days after the completion of the IPO.  All of the shares to be registered pursuant to the Registration Agreement are outstanding restricted shares held by shareholders and the Company is not entitled to receive any of the proceeds of any such resales.  Any such registration is being undertaken in accordance with the Company’s contractual obligations and simply to facilitate resales without restrictive legends by the holders if and when any such shareholder desires to sell any of their restricted shares.  The Company has filed with the Securities and Exchange Commission (“SEC”) a registration statement to register for resale the first one-third tranche of restricted shares and currently anticipates this registration statement will be declared effective by the SEC in January 2007.

As described above, the Company would anticipate filing a registration statement for the second one-third tranche of restricted shares (approximately 16.8 million shares) following the first anniversary of the completion of the IPO (February 14, 2007).  The Registration Agreement permits the Company to make a written request of the lead underwriter of the IPO to waive the registration waiting period and registration volume limitation in the lead underwriter’s sole discretion.  The Company requested that the lead underwriter waive the waiting period for the last one-third tranche of restricted shares with the effect of permitting the Company to register both the second and third tranche of restricted shares following the expiration of the first anniversary of the IPO.  The lead underwriter has granted this waiver.  The Company currently expects that it will file with the SEC a registration statement covering the resale of the remaining restricted shares held by holders as soon as practicable after February 14, 2007.  This registration would only permit holders to sell their shares without resale restrictions if and when they desire to sell their shares and does not represent a current intention on the part of the holders to sell any of their shares.  The Company cannot predict when the SEC would declare such registration statement effective (any resales cannot occur until the registration statement has been declared effective by the SEC).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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