Appalachia Purchase and Sale Agreement

On September 29, 2009, EXCO - North Coast Energy, Inc. ("EXCO - North Coast"), a wholly-owned subsidiary of EXCO Resources, Inc. ("EXCO"), entered into a Purchase and Sale Agreement (the "Appalachia Purchase Agreement") with EnerVest Energy Institutional Fund XI-A, L.P. ("EnerVest XI-A"), EnerVest Energy Institutional Fund XI-WI, L.P. ("EnerVest XI-WI") and EV Properties, L.P. ("EV Properties" and, together with EnerVest XI-A and EnerVest XI-WI, "EnerVest"), with an economic effective date of September 1, 2009. Pursuant to the Appalachia Purchase Agreement, upon the terms and subject to the conditions set forth therein, EXCO - North Coast has agreed to sell all of its interests in certain oil and natural gas properties located in Ohio and Northwestern Pennsylvania, and EnerVest has agreed to purchase such interests, for a purchase price of $145 million, in cash, subject to certain adjustments as provided for in the Appalachia Purchase Agreement.

The Appalachia Purchase Agreement contains customary representations, warranties, covenants, indemnities and termination provisions and the parties are subject to customary closing conditions. This transaction is expected to close on or before November 24, 2009.

Midcontinent Purchase and Sale Agreement

On September 30, 2009, EXCO entered into a Purchase and Sale Agreement (the "Midcontinent Purchase Agreement") with Sheridan Holding Company I, LLC ("Sheridan"), with an economic effective date of October 1, 2009. Pursuant to the Midcontinent Purchase Agreement, upon the terms and subject to the conditions set forth therein, EXCO has agreed to sell all of its interests in oil and natural gas properties located in Oklahoma, and Sheridan has agreed to purchase such interests, for a purchase price of $540 million, in cash, subject to certain adjustments as provided for in the Midcontinent Purchase Agreement.

The Midcontinent Purchase Agreement contains customary representations, warranties, covenants, indemnities and termination provisions and the parties are subject to customary closing conditions. This transaction is expected to close on or before November 13, 2009.

Fifth Amendment to Second Amended and Restated Credit Agreement

On September 30, 2009, EXCO, as borrower, and certain of its subsidiaries, as guarantors, and JPMorgan Chase Bank, N.A., as administrative agent, and the lenders signatories thereto, entered into a Fifth Amendment to Second Amended and Restated Credit Agreement (the "Fifth Amendment"), effective as of September 30, 2009. The Fifth Amendment permits the payment by EXCO and its guarantors of cash dividends on EXCO's common stock in an aggregate amount of $50 million over any four consecutive fiscal quarters.

The foregoing description of the Fifth Amendment is not complete and is qualified in its entirety by the full text of the Fifth Amendment, which is filed herewith as Exhibit 10.1.

On September 29, 2009, EXCO issued a press release, a copy of which is furnished as Exhibit 99.1, announcing the execution of the Appalachia Purchase Agreement and the transactions contemplated therein.

In accordance with general instruction B.2 to Form 8-K, such information is being "furnished" and shall not be deemed "filed" with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any other filing under the Securities Act of 1933.

(d) Exhibits

Exhibit
  No.                                     Description

 10.1        Fifth Amendment to Second Amended and Restated Credit Agreement, dated
             as of September 30, 2009, among EXCO Resources, Inc., as borrower,
             certain of its subsidiaries, as guarantors, JPMorgan Chase Bank, N.A.,
             as administrative agent, and the lenders signatories thereto.

 99.1        Press Release dated September 29, 2009.

 99.2        Press Release dated September 30, 2009.