Exco Resources 10K/A 2005 Annual report (amended)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
Amendment No. 1

ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2005
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to

Commission File Number 0-9204

EXCO RESOURCES, INC.
(Exact name of Registrant as specified in its charter)

Texas (State or other jurisdiction of incorporation or organization)		74-1492779 (I.R.S. Employer Identification No.)
12377 Merit Drive, Suite 1700, LB 82 Dallas, Texas (Address of principal executive offices)		75251 (Zip Code)

Registrant's telephone number, including area code:(214) 368-2084

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
Common Stock, $0.001 par value		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES o NO ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES o NO ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES o NO ý

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES o NO ý

As of March 15, 2006, the registrant had 104,004,089 outstanding shares of common stock, par value $.001 per share, which is its only class of stock. As of the last business day of the registrant's most recently completed second fiscal quarter, the registrant's common stock was not traded on any public securities market and, therefore, the aggregate market value of its common equity held by non-affiliates cannot be determined as of such date.

DOCUMENTS INCORPORATED BY REFERENCE
None

EXPLANATORY NOTE

The Form 10-K (Original Form 10-K) of EXCO Resources, Inc. for the year ended December 31, 2005, which was filed with the Securities and Exchange Commission on March 31, 2006, is being amended to (i) amend and restate Part III. Item 11. Executive Compensation to correct a spacing error that occurred during the EDGAR conversion process in the Summary Compensation Table under the column "All other compensation" for Douglas H. Miller and (ii) amend and restate Part IV. Item 15. Exhibits and Financial Statement Schedules to (x) update the certifications of certain executive officers as of the date of this amendment in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, and (y) incorporate by reference certain exhibits filed with the Original Form 10-K.

Except for the matters described above, this amendment does not modify or update disclosures in, or exhibits to, the Original Form 10-K. Furthermore, except for the matters described above, this amendment does not change any previously reported financial results, nor does it reflect events occurring after the date of the Original Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

The following table provides compensation information for the fiscal years 2003, 2004 and 2005 for our Chief Executive Officer, Douglas H. Miller, the three other most highly compensated executive officers, and the two most highly compensated non-executive officers serving as of December 31, 2005 other than Mr. Douglas H. Miller: Stephen F. Smith, T. W. Eubank, J. Douglas Ramsey, Harold L. Hickey and Charles R. Evans.

Summary compensation table

		Annual compensation			Long term compensation
					Awards		Payouts
Name and principal position	Fiscal year	Salary	Bonus(1)	Other annual compensation	Restricted stock awards	Securities underlying options/SARs(2)	LTIP payouts	All other compensation(3)
		($)	($)	($)	($)	(# of shares)	($)	($)
Douglas H. Miller Chairman and Chief Executive Officer	2005 2004 2003	475,000 475,000 431,250	2,349,945 914,980 291,245	— — —	— — —	1,705,000 2,657,407 —	— — —	44,683,614 16,000 14,257,044
Stephen F. Smith Vice Chariman, President and Secretary	2005 2004 2003	200,000 125,000 —	40,000 25,000 —	— — —	— — —	383,300 100,000 —	— — —	2,325,634 — —
T. W. Eubank(4) Consultant—Special Projects	2005 2004 2003	262,500 300,000 275,000	327,500 160,000 80,000	— — —	— — —	50,000 324,074 —	— — —	5,465,025 16,000 4,006,445
J. Douglas Ramsey, Ph.D. Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer	2005 2004 2003	175,000 175,000 168,750	145,000 75,000 43,750	— — —	— — —	166,700 150,000 —	— — —	2,237,566 13,000 2,519,270
Harold L. Hickey Vice President and Chief Operating Officer	2005 2004 2003	180,000 176,500 117,500	91,000 60,273 28,500	— — —	— — —	166,700 150,000 —	— — —	1,284,969 5,200 72,985
Charles R. Evans(4) Vice President-Marketing and Outside Operations	2005 2004 2003	231,426 250,000 225,000	265,478 130,000 65,000	— — —	— — —	66,700 259,259 —	— — —	4,375,618 16,000 1,037,080

(1): Includes amounts paid in 2003, 2004 and 2005 under the EXCO Holdings employee bonus retention plan. We paid retention bonuses in 2003, 2004 and 2005 to each of the named executive officers as follows: Douglas H. Miller—$204,995, $819,980 and $2,254,945; Stephen F. Smith—$0, $0 and $0; T.W. Eubank—$25,000, $100,000 and $275,000; J. Douglas Ramsey—$10,000, $40,000 and $110,000; Harold L. Hickey—$5,000, $20,000 and $55,000; and Charles R. Evans—$20,000, $80,000 and

$220,000. This plan was terminated in October 2005, and all amounts remaining due were paid in conjunction with the Equity Buyout. See "—Employee Bonus Retention Plan" for a description of this plan.

(2): Represents stock options granted under the EXCO Holdings 2004 Long-Term Incentive Plan. EXCO Holdings granted options covering a total of 8,801,354 shares to employees, including executive officers, during 2004. These stock options were cashed-out and the plan was terminated in October 2005 in conjunction with the Equity Buyout. See "—Employee Bonus Retention Plan" for a description of this plan. In October 2005, stock options were granted under the EXCO Holdings II, Inc. 2005 Long-Term Incentive Plan. EXCO Holdings, successor by merger to EXCO Holdings II in conjunction with the Equity Buyout, granted options covering a total of 4,992,650 shares to employees and directors, including executive officers, during 2005. In February 2006, the 2005 Long-Term Incentive Plan was assumed by us in conjunction with our IPO, the name of the plan was changed to the EXCO Resources 2005 Long-Term Incentive Plan to reflect the merger of EXCO Holdings into us, and the stock option awards previously granted under the plan were converted into awards in our common stock.
(3): Includes (i) for 2003, in conjunction with the going private transaction, the pre-tax cash amounts received upon the sale of common stock or for each non-qualified stock option held in an amount equal to the amount by which $18.00 exceeded the exercise price of the option, (ii) for 2005, in conjunction with the Equity Buyout, the pre-tax cash amounts received upon the sale of common stock or for each non-qualified stock option held in an amount equal to $2.1971277, and (iii) for all years shown, our matching contributions under our 401(k) plan. In 2003, all incentive stock options the holder owned where the exercise price of the option was less than $18.00 were exercised. The common stock received upon exercise was then sold for $18.00 per share upon completion of the going private transaction and/or exchanged for Class A common stock of EXCO Holdings. In 2005, all non-qualified stock options were cashed-out upon the completion of the Equity Buyout. There were no incentive stock options outstanding.
(4): Effective October 5, 2005, Messrs. Eubank and R. E. Miller resigned as officers and directors of ours, and Mr. Evans resigned as our Chief Operating Officer. Mr. Eubank is continuing his employment with us in a non-officer capacity as Consultant—Special Projects, and Mr. Evans is continuing his employment with us in an officer capacity as Vice President—Marketing and Outside Operations.

The compensation described in this table does not include medical, group life insurance or other benefits that are available generally to all of EXCO's salaried employees. It also does not include certain perquisites and other personal benefits, securities or property received by these executive officers that are not material in amount.

The Board's compensation committee approved 2006 salaries for our executive officers as follows: Douglas H. Miller—$600,000; Stephen F. Smith—$400,000; J. Douglas Ramsey—$300,000; and Harold L. Hickey—$300,000.

Option grants in fiscal 2005

EXCO Holdings did not grant any stock options during 2005 other than the stock options discussed in the table above under its 2005 Long-Term Incentive Plan.

Option exercises in fiscal year 2005 and value at fiscal year end 2005

Prior to the IPO and the merger of EXCO Holdings with and into EXCO Resources on February 14, 2006, equity securities of EXCO Holdings were used to incentivize our management and our employees. The following table shows the number of shares of EXCO Holdings common stock acquired upon exercise of stock options, or, if no shares were received, the number of securities, if any, with respect to which stock options were exercised and the aggregate dollar value realized, if any, upon such exercise during fiscal 2005. This table also shows the number of shares of EXCO Resources

common stock covered by both exercisable and non-exercisable stock options held by Messrs. Miller, Smith, Eubank, Ramsey, Hickey and Evans as of December 31, 2005.

			Number of securities underlying unexercised options at fiscal year-end(2)		Value of unexercised in-the-money options at fiscal year-end(3)
	Shares acquired on exercise
		Value realized(1)
		Value realized(1)	(#)		($)
Name	(#)	($)	(#)		($)
Name			Exercisable	Unexercisable	Exercisable	Unexercisable
Douglas H. Miller	—	5,838,663	426,250	1,278,750	—	—
Stephen F. Smith	—	430,637	95,825	287,475	—	—
T. W. Eubank	—	712,032	12,500	37,500	—	—
J. Douglas Ramsey, Ph.D	—	329,569	41,675	125,025	—	—
Harold L. Hickey	—	329,569	41,675	125,025	—	—
Charles R. Evans	—	569,625	16,675	50,025	—	—

(1): Represents the pre-tax amount realized from stock options granted under the EXCO Holdings 2004 Long-Term Incentive Plan which were cashed-out in conjunction with the Equity Buyout.
(2): Represents stock options granted under the EXCO Holdings 2005 Long-Term Incentive Plan (now known as the EXCO Resources 2005 Long-Term Incentive Plan, as a result of the IPO).
(3): Since EXCO Holdings was a privately held company and there was not an established market for its equity securities, the value of unexercised in-the-money stock options at fiscal year end was not readily determinable.

Compensation of directors

Prior to the Equity Buyout, our directors did not receive any compensation for acting as a director, but were reimbursed for reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the board of directors and committee meetings. Following the Equity Buyout, our non-employee directors are paid a retainer of $25,000 per year. The chair of each committee is paid an additional $10,000 per year, other than the chair of the audit committee who is paid an additional $50,000 per year. Each other committee member is paid an additional $5,000 per year. We pay no additional remuneration to our employees serving as directors.

All directors, including our employee directors, are reimbursed for reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the board of directors and committee meetings and, on October 5, 2005, were given a one-time grant of an option to purchase 50,000 shares of our common stock with an exercise price of $7.50 per share, the price at which shares of common stock of Holdings II were issued in connection with the Equity Buyout.

2004 Long-Term Incentive Plan

In June 2004, EXCO Holdings adopted the 2004 Long-Term Incentive Plan. In 2004, we granted options covering 8,801,354 shares of Class A common stock to employees, including executive officers, under the terms of the option plan. No stock options were exercised during 2004 or 2005. In connection with the Equity Buyout, all of the then outstanding options granted under the EXCO Holdings 2004 Long-Term Incentive Plan were terminated for cash in an amount per share issuable upon exercise of these options, without regard to any vesting restrictions, equal to $5.1971277, less the applicable exercise price and withholding taxes.

2005 Long-Term Incentive Plan

Our 2005 Long-Term Incentive Plan was adopted by Holdings II Board of Directors and approved by Holdings II stockholders in September 2005. A total of 10,000,000 shares of our common stock have been authorized for issuance under this plan. The stated purpose of this plan is to provide financial incentives to selected employees and to promote our long-term growth and financial success by:

•: attracting and retaining employees of outstanding ability;
•: strengthening our capability to develop, maintain and direct a competent management team;
•: providing an effective means for selected employees to acquire an ownership interest in us;
•: motivating key employees to achieve long-range performance goals and objectives; and
•: providing incentive compensation competitive with other similar companies.

Our board of directors administers this plan and the awards granted under this plan. Awards under this plan can consist of incentive stock options, non-qualified stock options, restricted stock, stock appreciation rights and other awards.

Pursuant to the terms of the stock option agreements that we entered into with our option holders, the stock options granted:

•: are vested as to 25% of the shares subject to the option on the date of grant and will vest an additional 25% on each of the next three anniversaries of the date of grant;
•: expire on the tenth anniversary of the date of grant, or sooner under some circumstances; and
•: become fully vested and exercisable, subject to their early termination as provided in the option agreements, immediately prior to a change of control of us.

As of December 31, 2005, there were 4,973,075 outstanding incentive and nonqualified stock options to purchase shares of our common stock pursuant to this plan exercisable at $7.50 per share through October 5, 2015, of which 1,244,113 currently are exercisable. A total of 10.0 million shares of our common stock have been registered for issuance pursuant to our Registration Statement on Form S-8 filed on March 17, 2006.

On October 5, 2005, we granted options to purchase shares of our common stock to our named executive officers for 2005 as follows.

Name	Exercisable	Unexercisable	Exercise price
Douglas H. Miller	426,250	1,278,750	$	7.50
Stephen F. Smith	95,825	287,475	$	7.50
J. Douglas Ramsey, Ph.D	41,675	125,025	$	7.50
Harold L. Hickey	41,675	125,025	$	7.50

The following table provides information as of December 31, 2005 with respect to shares of our common stock that may be issued under our only existing equity compensation plan, which has been approved by our stockholders.

		Number of shares authorized for issuance under plan		Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights			Number of securities remaining available for future issuance under equity compensation plans
2005 Long-Term Incentive Plan		10,000,000		4,973,075		$	7.50		5,026,925

Severance Plan

Our Amended and Restated Severance Plan, as amended, or the Severance Plan, provides for severance pay to eligible employees in the event they are terminated on the effective date of a change of control of us or within six months following the effective date of a change of control. The plan was amended to clarify that the Equity Buyout was not considered a change in control as defined in the Severance Plan. Eligible employees under this plan include our regular full-time employees, except those employees who own common stock of EXCO Holdings. The severance pay for each eligible employee is equal to one year's salary, before deductions and excluding bonuses and overtime, less any amounts due the eligible employee from the exercise of EXCO Holdings stock options. None of Messrs. Douglas H. Miller, Stephen F. Smith, J. Douglas Ramsey, or Harold L. Hickey are eligible to receive payments under this plan. This plan is in the process of being reviewed by our Compensation Committee.

Employee Bonus Retention Plan

The board of directors of EXCO Holdings and the board of directors of Addison adopted identical employee bonus retention plans effective upon the completion of the 2003 going private transaction in order to provide certain employees with an incentive to remain employed with us and Addison after the going private transaction. On February 10, 2005, the Addison employee bonus retention plan was terminated and all bonus retention amounts payable thereunder, aggregating approximately $1.0 million, were accelerated and paid in full.

In conjunction with the closing of the Equity Buyout, on October 3, 2005, the EXCO Holdings employee bonus retention plan was terminated and all bonus retention amounts payable thereunder, aggregating approximately $2.8 million, were accelerated and paid in full. The participants in the plan agreed to customary confidentiality and nonsolicitation provisions. Messrs. Douglas H. Miller, J. Douglas Ramsey, Harold L. Hickey, J. David Choisser and Charles R. Evans, together with other of our continuing shareholders, agreed to customary non-compete provisions in connection with the EXCO Holdings employee bonus retention plan. The executive officers received the following payments in 2005, which includes three quarterly payments and the acceleration of the remaining bonus retention amounts payable thereunder: Douglas H. Miller—$2,254,945; Stephen F. Smith—$0; J. Douglas Ramsey—$110,000; and Harold L. Hickey—$55,000. None of Messrs. Douglas H. Miller, Stephen F. Smith, J. Douglas Ramsey or Harold L. Hickey is a party to an employment agreement.

Compensation committee interlocks and insider participation

Our compensation committee was formed in October 2005. Since its formation, it has been comprised of Messrs. Stillwell (chair), Ellis and Niehaus. Robert Stillwell, Jr., the son of Robert L. Stillwell, was employed by us from October 2002 until July 2005 as a financial analyst. In connection with the Equity Buyout in 2005, Robert Stillwell, Jr. received a payment of $71,187 for certain options granted to him as compensation for his employment with us and a payment of $41,064 under the Employee Stock Participation Plan. These payments were in addition to the prorated annualized salary of $45,000 that Robert Stillwell, Jr. received during the period of his employment in 2005.

None of our executive officers is a director or member of a compensation committee of any entity of which a member of our board of directors was or is an executive officer, except as described below. Two of our executive officers, Messrs. D. Miller and Smith, were directors of Carolina Soy Products, a private company with no compensation committee. One of our directors, Mr. Ellis, is the chief executive officer of Carolina Soy Products. Messrs. Miller and Smith have resigned from the board of Carolina Soy Products effective November 2, 2005, so no compensation committee interlock currently exists. Furthermore, Messrs. Miller and Smith were never involved in setting the compensation of

Mr. Ellis during their tenure as directors of Carolina Soy Products and Mr. Ellis draws no compensation for his services as chief executive officer of Carolina Soy Products.

Limitations of liability and indemnification of directors and officers

As permitted by Texas law, our articles of incorporation provide that our directors will not be personally liable to us or our shareholders for or with respect to any acts or omissions in the performance of such person's duties as a director to the fullest extent permitted by applicable law. Our articles of incorporation and bylaws provide that we must indemnify our directors and officers to the fullest extent permitted by Texas law. Our bylaws further provide that we must pay or reimburse reasonable expenses incurred by one of our directors or officers who was, is or is threatened to be made a named defendant or respondent in a proceeding to the maximum extent permitted under Texas law. We believe that these provisions are necessary to attract and retain qualified persons as directors and officers.

We have entered into indemnification agreements with our directors and officers. These agreements, among other things, require us to indemnify the director or officer to the fullest extent permitted by Texas law, including indemnification for judgments, penalties, fines, settlements and reasonable expenses actually incurred by the director or officer in any action or proceeding, including any action by or in our right, arising out of the person's services as our director or officer or as the director or officer of any subsidiary of ours or any other company or enterprise to which the person provides services at our request. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling us pursuant to the foregoing provision, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

The indemnification provisions contained in our articles of incorporation and bylaws are exclusive of any other right that a person may have or acquire under any statute, bylaw, resolution or shareholders or directors or otherwise. In addition, we maintain insurance on behalf of our directors and officers insuring them against any liability asserted against them in their capacities as directors or officers or arising out of their service in these capacities.

We are not aware of any pending or threatened litigation or proceeding involving any of our directors, officers, employees or agencies in which indemnification would be required or permitted. We believe that the provisions of our articles of incorporation and bylaws and our indemnification agreements are necessary to attract and retain qualified persons to serve as directors and officers of our company.

Section 16(a) beneficial ownership reporting compliance

Effective February 8, 2006, Section 16(a) of the Exchange Act and the rules thereunder require our executive officers and directors and persons who own more than 10% of our common stock to file reports of beneficial ownership and changes in beneficial ownership with the Securities and Exchange Commission.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1. Financial Statements

See Index to Financial Statements on page 91 to this annual report.

2. Financial Statement Schedules

All schedules are omitted because the information is not required under the related instructions or is inapplicable or because the information is included in our consolidated financial statements or related notes.

3. Exhibits

EXHIBIT NUMBER		Description Of Exhibit
3.1		Third Amended and Restated Articles of Incorporation of EXCO Resources, Inc., filed as an Exhibit to EXCO's Current Report on Form 8-K filed on February 14, 2006 and incorporated by reference herein.
3.2		Amended and Restated Bylaws of EXCO Resources, Inc., filed as an Exhibit to EXCO's current report on Form 8-K filed on February 14, 2006 and incorporated by reference herein.
4.1		Indenture among EXCO Resources, Inc., the Subsidiary Guarantors and Wilmington Trust Company, as Trustee, dated as of January 20, 2004, filed as exhibit (b)(2) to Amendment No. 4 to the Schedule TO filed by NCE Acquisition, Inc. and EXCO Resources, Inc. on January 21, 2004 and incorporated by reference herein.
4.2		First Supplemental Indenture by and among EXCO Resources, Inc., North Coast Energy, Inc., North Coast Energy Eastern, Inc. and Wilmington Trust Company, as Trustee, dated as of January 27, 2004.*
4.3		Second Supplemental Indenture by and among EXCO Resources, Inc., Pinestone Resources, LLC and Wilmington Trust Company, as Trustee, filed as an Exhibit to EXCO's Annual Report on Form 10-K for 2004 filed March 31, 2005 and incorporated by reference herein.
4.4		Third Supplemental Indenture by and among EXCO Resources, Inc., TXOK Acquisition, Inc. and Wilmington Trust Company, as Trustee, filed as an Exhibit to EXCO's Current Report on Form 8-K filed on February 21, 2006 and incorporated by reference herein.
4.5		Form of 7¹/4% Global Note Due 2011.**
4.6		Registration Rights Agreement by and among EXCO Resources, Inc., Credit Suisse First Boston LLC, Banc One Capital Markets, Inc., Banc of America Securities LLC, BNP Paribas Securities Corp., Comerica Securities, Inc., Fleet Securities, Inc., Scotia Capital (USA) Inc. and TD Securities (USA) Inc., dated January 20, 2004.*
4.7		Registration Rights Agreement by and among EXCO Resources, Inc., certain domestic subsidiaries of EXCO Resources, Inc., as guarantors, and Credit Suisse First Boston LLC, Banc One Capital Markets, Inc., BNP Paribas Securities Corp., Comerica Securities, Inc., Scotia Capital (USA) Inc. and TD Securities (USA) Inc, dated April 1, 2004.**
4.8		Pledge Agreement by and between EXCO Resources, Inc. and Wilmington Trust Company, as trustee, dated January 20, 2004.*

4.9		Securities Account Control Agreement, dated as of February 10, 2005, among EXCO Resources, Inc., JPMorgan Chase Bank, N.A., Wilmington Trust Company and JPMorgan Securities Inc., filed as an Exhibit to EXCO's Form 8-K/A Amendment No. 1 filed February 16, 2005 and incorporated by reference herein.
4.10		Securities Account Control Agreement, dated as of February 10, 2005, among EXCO Resources, Inc., Wilmington Trust Company and J.P. Morgan Securities Inc., filed as an Exhibit to EXCO's Form 8-K/A Amendment No. 1 filed February 16, 2005 and incorporated by reference herein.
4.11		Specimen Stock Certificate for EXCO's common stock, filed as an Exhibit to EXCO's Amendment No. 2 to the Form S-1 (File No. 333-129935) filed on January 27, 2006 and incorporated by reference herein.
10.1		Agreement and Plan of Merger among EXCO Resources, Inc., EXCO Holdings Inc. and ER Acquisition, Inc., dated March 11, 2003, filed as an Exhibit to EXCO's Form 8-K filed March 12, 2003 and incorporated by reference herein.
10.2		Third Amended and Restated Credit Agreement among EXCO Resources, Inc., EXCO Operating, LP, North Coast Energy, Inc. and North Coast Energy Eastern, Inc., as Borrowers, and Bank One, NA, as Administrative Agent for itself and the Lenders defined herein.*
10.3		First Amendment to the Third Amended and Restated Credit Agreement among EXCO Resources, Inc., EXCO Operating, LP, North Coast Energy, Inc. and North Coast Energy Eastern, Inc., as Borrowers, and Bank One, NA, as Administrative Agent for itself and the Lenders defined therein, dated March 31, 2004.**
10.4		Second Amendment to the Third Amended and Restated Credit Agreement among EXCO Resources, Inc., EXCO Operating, LP, North Coast Energy, Inc. and North Coast Energy Eastern, Inc., as Borrowers, and Bank One, NA, as Administrative Agent for itself and the Lenders defined therein, dated March 31, 2004.**
10.5		Third Amended and Restated Credit Agreement between Addison Energy Inc. and Bank One, NA, Canada Branch, as Administrative Agent for itself and the lenders named therein.*
10.6		First Amendment to the Third Amended and Restated Credit Agreement between Addison Energy Inc. and Bank One, NA, Canada Branch, as Administrative Agent for itself and the lenders named therein, dated March 31, 2004.**
10.7		Second Amendment to the Third Amended and Restated Credit Agreement between Addison Energy Inc. and Bank One, NA, Canada Branch, as Administrative Agent for itself and the lenders named therein, dated March 31, 2004.**
10.8		Amended and Restated Agreement and Plan of Merger among NCE Acquisition, Inc., EXCO Resources, Inc., North Coast Energy, Inc. and Nuon Energy & Water Investments, Inc., dated as of December 4, 2003, filed as exhibit (d)(1) to the Schedule TO filed by NCE Acquisition, Inc. and EXCO Resources, Inc. on December 5, 2003 and incorporated by reference herein.
10.9		Escrow Agreement among Nuon Energy & Water Investments, Inc., EXCO Resources, Inc. and Citibank, N.A., dated as of December 9, 2003.*

10.10		Unconditional Guaranty Agreement by and between EXCO Resources, Inc. and n.v. NUON, dated as of December 9, 2003.*
10.11		Commitment Letter among Credit Suisse First Boston Bank One, NA, Banc One Capital Markets, Inc. and EXCO Resources, Inc., dated November 25, 2003, filed as exhibit (b)(1) to the Schedule TO filed by NCE Acquisition, Inc. and EXCO Resources, Inc. on December 5, 2003 and incorporated by reference herein.
10.12		Pledge Agreement for Stock dated as of January 27, 2004, by North Coast Energy, Inc. in favor of Bank One, NA, Canada Branch, as Agent.*
10.13		Pledge Agreement for Partnership Interests dated as of January 27, 2004, by EXCO Investment I, LLC and EXCO Investment II, LLC, Inc. in favor of Bank One, NA, Canada Branch, as Agent.*
10.14		Pledge Agreement for Stock dated as of January 27, 2004, by EXCO Resources, Inc. in favor of Bank One, NA, Canada Branch, as agent.*
10.15		Second Restated Unlimited Guaranty dated as of January 27, 2004, by EXCO Resources, Inc., EXCO Operating, LP, North Coast Energy, Inc., North Coast Energy Eastern, Inc., EXCO Investment I, LLC, EXCO Investment II, LLC and Taurus Acquisition, Inc. in favor of Bank One, NA, Canada Branch, as Agent.*
10.16		Amended and Restated Pledge Agreement for Partnership Interests dated as of January 27, 2004, by EXCO Investment I, LLC and EXCO Investment II, LLC in favor of Bank One, NA, as Agent.*
10.17		Pledge Agreement for Stock dated as of January 27, 2004, by North Coast Energy, Inc. in favor of Bank One, NA, as Agent.*
10.18		Amended and Restated Pledge Agreement for Stock dated as of January 27, 2004, by EXCO Resources, Inc. in favor of Bank One, NA, as Agent.*
10.19		Amended and Restated Pledge Agreement for Stock dated as of January 27, 2004, by EXCO Holdings Inc. in favor of Bank One, NA, as Agent.*
10.20		Amended and Restated Subsidiary Guaranty dated as of January 27, 2004, by Taurus Acquisition, Inc., EXCO Investment I, LLC and EXCO Investment II, LLC in favor of Bank One, NA, as Agent.*
10.21		Third Amendment to the Third Amended and Restated Credit Agreement among EXCO Resources, Inc., EXCO Operating, LP, North Coast Energy, Inc. and North Coast Energy Eastern, Inc., as Borrowers, and Bank One, NA, as Administrative Agent for itself and the Lenders defined therein, dated June 28, 2004 filed as an Exhibit to EXCO's Form 10-Q filed August 13, 2004 and incorporated by reference herein.
10.22		Third Amendment to the Third Amended and Restated Credit Agreement between Addison Energy Inc. and Bank One, NA, Canada Branch, as Administrative Agent for itself and the lenders named therein, dated June 28, 2004 filed as an Exhibit to EXCO's Form 10-Q filed August 13, 2004 and incorporated by reference herein.
10.23		EXCO Holdings Inc. 2004 Long-term Incentive Plan, dated June 3, 2004 filed as an Exhibit to EXCO's Form 10-Q filed August 13, 2004 and incorporated by reference herein. ***

10.24		First Amendment to the EXCO Holdings Inc. 2004 Long-term Incentive Plan, filed as an Exhibit to EXCO's Form 8-K filed November 24, 2004 and incorporated by reference herein.***
10.25		Form of Nonqualified Stock Option Agreement of the EXCO Holdings Inc. 2004 Long-term Incentive Plan, dated June 3, 2004 filed as an Exhibit to EXCO's Form 10-Q filed August 13, 2004 and incorporated by reference herein.***
10.26		Form of Incentive Stock Option Agreement of the EXCO Holdings Inc. 2004 Long-term Incentive Plan, dated June 3, 2004 filed as an Exhibit to EXCO's Form 10-Q filed August 13, 2004 and incorporated by reference herein.***
10.27		EXCO Resources, Inc. Amended and Restated Severance Plan effective as of August 17, 2004 filed as an Exhibit to EXCO's Form 8-K filed November 24, 2004 and incorporated by reference herein.***
10.28		EXCO Holdings Inc. Employee Bonus Retention Plan, dated July 29, 2003 filed as an Exhibit to EXCO's Form 10-Q filed August 13, 2004 and incorporated by reference herein.***
10.29		Addison Energy Inc. Employee Bonus Retention Plan, dated July 29, 2003 filed as an Exhibit to EXCO's Form 10-Q filed August 13, 2004 and incorporated by reference herein.***
10.30		Unlimited Guaranty dated as of December 21, 2004 made by Pinestone Resources, LLC in favor of Bank One, NA, Canada Branch, as Agent, filed as an Exhibit to EXCO's Annual Report on Form 10-K for 2004 filed March 31, 2005 and incorporated by reference herein.
10.31		Subsidiary Guaranty dated as of December 21, 2004 made by Pinestone Resources, LLC in favor of Bank One, NA, as Agent, filed as an Exhibit to EXCO's Annual Report on Form 10-K for 2004 filed March 31, 2005 and incorporated by reference herein.
10.32		Share and Debt Purchase Agreement, dated effective January 12, 2005, among 1143928 Alberta Ltd., EXCO Resources, Inc. and Taurus Acquisition, Inc. filed as an Exhibit to EXCO's Form 8-K filed January 21, 2005 and incorporated by reference herein.
10.33		First Amending Agreement to the Share and Debt Purchase Agreement, dated effective February 8, 2005, among 1143928 Alberta Ltd., EXCO Resources, Inc. and Taurus Acquisition, Inc., filed as an Exhibit to EXCO's Form 8-K/A Amendment No. 1 filed February 16, 2005 and incorporated by reference herein.
10.34		Securities Account Control Agreement, dated as of February 10, 2005, among EXCO Resources, Inc., JPMorgan Chase Bank, N.A., Wilmington Trust Company and JPMorgan Securities Inc., filed as an Exhibit to EXCO's Form 8-K/A Amendment No. 1 filed February 16, 2005 and incorporated by reference herein.
10.35		Securities Account Control Agreement, dated as of February 10, 2005, among EXCO Resources, Inc., Wilmington Trust Company and J.P. Morgan Securities Inc., filed as an Exhibit to EXCO's Form 8-K/A Amendment No. 1 filed February 16, 2005 and incorporated by reference herein.
10.36		Indenture among EXCO Resources, Inc., the Subsidiary Guarantors and Wilmington Trust Company, as Trustee, dated as of January 20, 2004, filed as exhibit (b)(2) to Amendment No. 4 to the Schedule TO filed by NCE Acquisition, Inc. and EXCO Resources, Inc. on January 21, 2004 and incorporated by reference herein.

10.37		First Supplemental Indenture by and among EXCO Resources, Inc., North Coast Energy, Inc., North Coast Energy Eastern, Inc. and Wilmington Trust Company, as Trustee, dated as of January 27, 2004.*
10.38		Second Supplemental Indenture by and among EXCO Resources, Inc., Pinestone Resources, LLC and Wilmington Trust Company, as Trustee, dated as of December 21, 2004, filed as an Exhibit to EXCO's Annual Report on Form 10-K for 2004 filed March 31, 2005 and incorporated by reference herein.
10.39		Third Supplemental Indenture by and among EXCO Resources, Inc., TXOK Acquisition, Inc. and Wilmington Trust Company, as Trustee, filed as an Exhibit to EXCO's Current Report on Form 8-K filed on February 21, 2006 and incorporated by reference herein.
10.40		Form of 7¹/4% Global Note Due 2011.**
10.41		Registration Rights Agreement by and among EXCO Resources, Inc., Credit Suisse First Boston LLC, Banc One Capital Markets, Inc., Banc of America Securities LLC, BNP Paribas Securities Corp., Comerica Securities, Inc., Fleet Securities, Inc., Scotia Capital (USA) Inc. and TD Securities (USA) Inc., dated January 20, 2004.*
10.42		EXCO Holdings Inc. 2005 Long-term Incentive Plan, dated October 5, 2005 filed as an Exhibit to EXCO's Form 8-K dated October 7, 2005 and incorporated by reference herein.***
10.43		Form of Incentive Stock Option Agreement of the EXCO Holdings Inc. 2005 Long-term Incentive Plan filed as an Exhibit to EXCO's Form 8-K dated October 7, 2005 and incorporated by reference herein.***
10.44		Form of Nonqualified Stock Option Agreement of the EXCO Holdings Inc. 2005 Long-term Incentive Plan filed as an Exhibit to EXCO's Form 8-K dated October 7, 2005 and incorporated by reference herein.***
10.45		Form of Restricted Stock Award Agreement of the EXCO Holdings Inc. 2005 Long-term Incentive Plan filed as an Exhibit to EXCO's Form 8-K dated October 7, 2005 and incorporated by reference herein.***
10.46		Fourth Amendment to the Third Amended and Restated Credit Agreement among EXCO Resources, Inc., EXCO Operating, LP, North Coast Energy, Inc. and North Coast Energy Eastern, Inc., as Borrowers, and Bank One, NA, as Administrative Agent for itself and the Lenders defined therein, dated September 30, 2005, as filed as an Exhibit to EXCO's Form 8-K dated September 30, 2005 and incorporated by reference herein.
10.47		Letter Agreement, dated October 3, 2005, between EXCO Resources, Inc. and JPMorgan Chase Bank, N.A., as agent for certain lenders under the Credit Agreement by and among EXCO Holdings II, Inc. (EXCO Holdings Inc. as successor by merger) as Borrower and JPMorgan Chase Bank, N.A., as Administrative Agent for itself and the Lenders defined therein, dated October 3, 2005, as filed as an Exhibit to EXCO's Form 10-Q for the Quarter ended September 30, 2005 filed November 14, 2005 and incorporated by reference herein.
10.48		Promissory Note in the maximum amount of $10,000,000, dated October 7, 2005, made by EXCO Holdings Inc., payable to EXCO Resources, Inc., as filed as an Exhibit to EXCO's Form 10-Q for the Quarter ended September 30, 2005 filed November 14, 2005 and incorporated by reference herein.

10.49		First Amended and Restated Registration Rights Agreement, by and among EXCO Holdings Inc. and the Initial Holders (as defined therein), effective January 5, 2006, filed as an Exhibit to EXCO's Amendment No. 1 to the Form S-1 (File No. 333-129935) filed on January 6, 2006 and incorporated by reference herein.
10.50		Fifth Amendment to the Third Amended and Restated Credit Agreement among EXCO Resources, Inc., EXCO Operating, LP, North Coast Energy, Inc., North Coast Energy Eastern, Inc., as Borrowers, and JPMorgan Chase Bank, NA (successor by merger to Bank One, N.A. (Illinois), as Administrative Agent for itself and the Lenders defined therein, dated December 15, 2005, filed as an Exhibit to EXCO's Amendment No. 2 to the Form S-1 (File No. 333-129935) filed on January 27, 2006 and incorporated by reference herein.
10.51		Agreement and Plan of Merger between EXCO Holdings Inc. and EXCO Resources, Inc., dated February9, 2006, filed as an Exhibit to EXCO's Current Report on Form 8-K filed February 14, 2006 and incorporated by reference herein.
10.52		Sixth Amendment to Third Amended and Restated Credit Agreement, dated February 14, 2006, among EXCO Resources, Inc., EXCO Operating, LP, North Coast Energy, Inc., North Coast Energy Eastern, Inc., as Borrowers, and JPMorgan Chase Bank, NA, as Administrative Agent for itself and the Lenders defined therein, filed as an Exhibit to EXCO's Form 8-K filed on February 21, 2006 and incorporated by reference herein.
10.53		Guarantee, dated February 14, 2006, among EXCO Resources, Inc., EXCO Operating, LP, North Coast Energy, Inc., North Coast Energy Eastern, Inc., ROJO Pipeline, Inc., EXCO Investment I, LLC, EXCO Investment II, LLC and Pinestone Resources, L.L.C., as Guarantors, and JPMorgan Chase Bank, NA, as Administrative Agent for itself and the Lenders defined herein, filed as an Exhibit to EXCO's Form 8-K filed on February 21, 2006 and incorporated by reference herein.
10.54		Credit Agreement for Senior Secured Revolving Credit Facility, dated as of September 27, 2005, by and among TXOK Acquisition, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Securities Inc., as Sole Bookrunner and Lead Arranger, filed as an Exhibit to EXCO's Form 8-K filed on February 21, 2006 and incorporated by reference herein.
10.55		First Amendment to Revolving Credit Agreement, dated as of December 15, 2005, by and among TXOK Acquisition, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the Lenders (as defined herein), and JPMorgan Chase Bank, N.A., as Administrative Agent, filed as an Exhibit to EXCO's Form 8-K filed on February 21, 2006 and incorporated by reference herein.
10.56		Second Amendment to Revolving Credit Agreement, dated as of February 6, 2006, by and among TXOK Acquisition, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the Lenders (as defined therein), and JPMorgan Chase Bank, N.A., as Administrative Agent, filed as an Exhibit to EXCO's Form 8-K filed on February 21, 2006 and incorporated by reference herein.

10.57		Subsidiary Guaranty, dated February 14, 2006, among TXOK Acquisition, Inc., TXOK Energy Resources Company, TXOK Energy Holdings, L.L.C., TXOK Texas Energy Holdings, LLC and TXOK Texas Energy Resources, L.P., as Subsidiary Guarantors, in favor of JPMorgan Chase Bank, NA, as agent for itself and the Lenders defined therein, filed as an Exhibit to EXCO's Current Report on Form 8-K filed on February 21, 2006 and incorporated by reference herein.
10.58		Amended and Restated Credit Agreement, dated as of March 17, 2006, among EXCO Resource, Inc. as Borrower, certain of its subsidiaries, as Guarantors, the Lenders defined therein, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Securities Inc., as Sole Bookrunner and Lead Manager, filed as an Exhibit to EXCO's Current Report on Form 8-K filed on March 23, 2006 and incorporated by reference herein.
10.59		EXCO Resources, Inc. 2005 Long-Term Incentive Plan, filed as an Exhibit to EXCO's Registration Statement on Form S-8 (File No. 333-132551) filed on March 17, 2006 and incorporated by reference herein.
10.60		Form of Incentive Stock Option Agreement for the EXCO Resources, Inc. 2005 Long-Term Incentive Plan, filed as an Exhibit to EXCO's Registration Statement on Form S-8 (File No. 333-132551) filed on March 17, 2006 and incorporated by reference herein.
10.61		Form of Nonqualified Stock Option Agreement for the EXCO Resources, Inc. 2005 Long-Term Incentive Plan, filed as an Exhibit to EXCO's Registration Statement on Form S-8 (File No. 333-132551) filed on March 17, 2006 and incorporated by reference herein.
10.62		Form of Restricted Stock Award Agreement for the EXCO Resources, Inc. 2005 Long-Term Incentive Plan, filed as an Exhibit to EXCO's Registration Statement on Form S-8 (File No. 333-132551) filed on March 17, 2006 and incorporated by reference herein.
14.1		Code of Ethics for the Chief Executive Officer and Senior Financial Officers, filed as an Exhibit to EXCO's Amendment No. 1 to the Form S-1 (File No. 333-129935) filed January 6, 2006 and incorporated by reference herein.
14.2		Code of Business Conduct and Ethics for Directors, Officers and Employees, filed as an Exhibit to EXCO's Amendment No. 1 to the Form S-1 (File No. 333-129935) filed January 6, 2006 and incorporated by reference herein.
21.1		Subsidiaries of the registrant, filed as an Exhibit to EXCO's Annual Report on Form 10-K for 2005 filed March 31, 2006 and incorporated by reference herein.
23.1		Consent of PricewaterhouseCoopers LLP, filed as an Exhibit to EXCO's Annual Report on Form 10-K for 2005 filed March 31, 2006 and incorporated by reference herein.
23.2		Consent of Lee Keeling and Associates, Inc., filed as an Exhibit to EXCO's Annual Report on Form 10-K for 2005 filed March 31, 2006 and incorporated by reference herein.
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer of EXCO Resources, Inc., filed herewith.
31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer of EXCO Resources, Inc., filed herewith.
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer and Chief Financial Officer of EXCO Resources, Inc., filed herewith.
99.1		Audit Committee Charter, filed as an Exhibit to EXCO's Form 8-K filed November 24, 2004 and incorporated by reference herein.

*: Filed as an Exhibit to EXCO's Form S-4 filed March 25, 2004 and incorporated by reference herein.
**: Filed as an Exhibit to EXCO's Pre-effective Amendment No. 1 to the Form S-4 filed April 20, 2004 and incorporated by reference herein.
***: These exhibits are management contracts.

SIGNATURE PAGE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.

		EXCO RESOURCES, INC. (Registrant)
Date: April 5, 2006		By:	/s/ DOUGLAS H. MILLER Douglas H. Miller Chairman and Chief Executive Officer

Index to Exhibits

EXHIBIT NUMBER		Description Of Exhibit
3.1		Third Amended and Restated Articles of Incorporation of EXCO Resources, Inc., filed as an Exhibit to EXCO's Current Report on Form 8-K filed on February 14, 2006 and incorporated by reference herein.
3.2		Amended and Restated Bylaws of EXCO Resources, Inc., filed as an Exhibit to EXCO's current report on Form 8-K filed on February 14, 2006 and incorporated by reference herein.
4.1		Indenture among EXCO Resources, Inc., the Subsidiary Guarantors and Wilmington Trust Company, as Trustee, dated as of January 20, 2004, filed as exhibit (b)(2) to Amendment No. 4 to the Schedule TO filed by NCE Acquisition, Inc. and EXCO Resources, Inc. on January 21, 2004 and incorporated by reference herein.
4.2		First Supplemental Indenture by and among EXCO Resources, Inc., North Coast Energy, Inc., North Coast Energy Eastern, Inc. and Wilmington Trust Company, as Trustee, dated as of January 27, 2004.*
4.3		Second Supplemental Indenture by and among EXCO Resources, Inc., Pinestone Resources, LLC and Wilmington Trust Company, as Trustee, filed as an Exhibit to EXCO's Annual Report on Form 10-K for 2004 filed March 31, 2005 and incorporated by reference herein.
4.4		Third Supplemental Indenture by and among EXCO Resources, Inc., TXOK Acquisition, Inc. and Wilmington Trust Company, as Trustee, filed as an Exhibit to EXCO's Current Report on Form 8-K filed on February 21, 2006 and incorporated by reference herein.
4.5		Form of 7¹/4% Global Note Due 2011.**
4.6		Registration Rights Agreement by and among EXCO Resources, Inc., Credit Suisse First Boston LLC, Banc One Capital Markets, Inc., Banc of America Securities LLC, BNP Paribas Securities Corp., Comerica Securities, Inc., Fleet Securities, Inc., Scotia Capital (USA) Inc. and TD Securities (USA) Inc., dated January 20, 2004.*
4.7		Registration Rights Agreement by and among EXCO Resources, Inc., certain domestic subsidiaries of EXCO Resources, Inc., as guarantors, and Credit Suisse First Boston LLC, Banc One Capital Markets, Inc., BNP Paribas Securities Corp., Comerica Securities, Inc., Scotia Capital (USA) Inc. and TD Securities (USA) Inc, dated April 1, 2004.**
4.8		Pledge Agreement by and between EXCO Resources, Inc. and Wilmington Trust Company, as trustee, dated January 20, 2004.*
4.9		Securities Account Control Agreement, dated as of February 10, 2005, among EXCO Resources, Inc., JPMorgan Chase Bank, N.A., Wilmington Trust Company and JPMorgan Securities Inc., filed as an Exhibit to EXCO's Form 8-K/A Amendment No. 1 filed February 16, 2005 and incorporated by reference herein.
4.10		Securities Account Control Agreement, dated as of February 10, 2005, among EXCO Resources, Inc., Wilmington Trust Company and J.P. Morgan Securities Inc., filed as an Exhibit to EXCO's Form 8-K/A Amendment No. 1 filed February 16, 2005 and incorporated by reference herein.
4.11		Specimen Stock Certificate for EXCO's common stock, filed as an Exhibit to EXCO's Amendment No. 2 to the Form S-1 (File No. 333-129935) filed on January 27, 2006 and incorporated by reference herein.

10.1		Agreement and Plan of Merger among EXCO Resources, Inc., EXCO Holdings Inc. and ER Acquisition, Inc., dated March 11, 2003, filed as an Exhibit to EXCO's Form 8-K filed March 12, 2003 and incorporated by reference herein.
10.2		Third Amended and Restated Credit Agreement among EXCO Resources, Inc., EXCO Operating, LP, North Coast Energy, Inc. and North Coast Energy Eastern, Inc., as Borrowers, and Bank One, NA, as Administrative Agent for itself and the Lenders defined herein.*
10.3		First Amendment to the Third Amended and Restated Credit Agreement among EXCO Resources, Inc., EXCO Operating, LP, North Coast Energy, Inc. and North Coast Energy Eastern, Inc., as Borrowers, and Bank One, NA, as Administrative Agent for itself and the Lenders defined therein, dated March 31, 2004.**
10.4		Second Amendment to the Third Amended and Restated Credit Agreement among EXCO Resources, Inc., EXCO Operating, LP, North Coast Energy, Inc. and North Coast Energy Eastern, Inc., as Borrowers, and Bank One, NA, as Administrative Agent for itself and the Lenders defined therein, dated March 31, 2004.**
10.5		Third Amended and Restated Credit Agreement between Addison Energy Inc. and Bank One, NA, Canada Branch, as Administrative Agent for itself and the lenders named therein.*
10.6		First Amendment to the Third Amended and Restated Credit Agreement between Addison Energy Inc. and Bank One, NA, Canada Branch, as Administrative Agent for itself and the lenders named therein, dated March 31, 2004.**
10.7		Second Amendment to the Third Amended and Restated Credit Agreement between Addison Energy Inc. and Bank One, NA, Canada Branch, as Administrative Agent for itself and the lenders named therein, dated March 31, 2004.**
10.8		Amended and Restated Agreement and Plan of Merger among NCE Acquisition, Inc., EXCO Resources, Inc., North Coast Energy, Inc. and Nuon Energy & Water Investments, Inc., dated as of December 4, 2003, filed as exhibit (d)(1) to the Schedule TO filed by NCE Acquisition, Inc. and EXCO Resources, Inc. on December 5, 2003 and incorporated by reference herein.
10.9		Escrow Agreement among Nuon Energy & Water Investments, Inc., EXCO Resources, Inc. and Citibank, N.A., dated as of December 9, 2003.*
10.10		Unconditional Guaranty Agreement by and between EXCO Resources, Inc. and n.v. NUON, dated as of December 9, 2003.*
10.11		Commitment Letter among Credit Suisse First Boston Bank One, NA, Banc One Capital Markets, Inc. and EXCO Resources, Inc., dated November 25, 2003, filed as exhibit (b)(1) to the Schedule TO filed by NCE Acquisition, Inc. and EXCO Resources, Inc. on December 5, 2003 and incorporated by reference herein.
10.12		Pledge Agreement for Stock dated as of January 27, 2004, by North Coast Energy, Inc. in favor of Bank One, NA, Canada Branch, as Agent.*
10.13		Pledge Agreement for Partnership Interests dated as of January 27, 2004, by EXCO Investment I, LLC and EXCO Investment II, LLC, Inc. in favor of Bank One, NA, Canada Branch, as Agent.*
10.14		Pledge Agreement for Stock dated as of January 27, 2004, by EXCO Resources, Inc. in favor of Bank One, NA, Canada Branch, as agent.*

10.15		Second Restated Unlimited Guaranty dated as of January 27, 2004, by EXCO Resources, Inc., EXCO Operating, LP, North Coast Energy, Inc., North Coast Energy Eastern, Inc., EXCO Investment I, LLC, EXCO Investment II, LLC and Taurus Acquisition, Inc. in favor of Bank One, NA, Canada Branch, as Agent.*
10.16		Amended and Restated Pledge Agreement for Partnership Interests dated as of January 27, 2004, by EXCO Investment I, LLC and EXCO Investment II, LLC in favor of Bank One, NA, as Agent.*
10.17		Pledge Agreement for Stock dated as of January 27, 2004, by North Coast Energy, Inc. in favor of Bank One, NA, as Agent.*
10.18		Amended and Restated Pledge Agreement for Stock dated as of January 27, 2004, by EXCO Resources, Inc. in favor of Bank One, NA, as Agent.*
10.19		Amended and Restated Pledge Agreement for Stock dated as of January 27, 2004, by EXCO Holdings Inc. in favor of Bank One, NA, as Agent.*
10.20		Amended and Restated Subsidiary Guaranty dated as of January 27, 2004, by Taurus Acquisition, Inc., EXCO Investment I, LLC and EXCO Investment II, LLC in favor of Bank One, NA, as Agent.*
10.21		Third Amendment to the Third Amended and Restated Credit Agreement among EXCO Resources, Inc., EXCO Operating, LP, North Coast Energy, Inc. and North Coast Energy Eastern, Inc., as Borrowers, and Bank One, NA, as Administrative Agent for itself and the Lenders defined therein, dated June 28, 2004 filed as an Exhibit to EXCO's Form 10-Q filed August 13, 2004 and incorporated by reference herein.
10.22		Third Amendment to the Third Amended and Restated Credit Agreement between Addison Energy Inc. and Bank One, NA, Canada Branch, as Administrative Agent for itself and the lenders named therein, dated June 28, 2004 filed as an Exhibit to EXCO's Form 10-Q filed August 13, 2004 and incorporated by reference herein.
10.23		EXCO Holdings Inc. 2004 Long-term Incentive Plan, dated June 3, 2004 filed as an Exhibit to EXCO's Form 10-Q filed August 13, 2004 and incorporated by reference herein. ***
10.24		First Amendment to the EXCO Holdings Inc. 2004 Long-term Incentive Plan, filed as an Exhibit to EXCO's Form 8-K filed November 24, 2004 and incorporated by reference herein.***
10.25		Form of Nonqualified Stock Option Agreement of the EXCO Holdings Inc. 2004 Long-term Incentive Plan, dated June 3, 2004 filed as an Exhibit to EXCO's Form 10-Q filed August 13, 2004 and incorporated by reference herein.***
10.26		Form of Incentive Stock Option Agreement of the EXCO Holdings Inc. 2004 Long-term Incentive Plan, dated June 3, 2004 filed as an Exhibit to EXCO's Form 10-Q filed August 13, 2004 and incorporated by reference herein.***
10.27		EXCO Resources, Inc. Amended and Restated Severance Plan effective as of August 17, 2004 filed as an Exhibit to EXCO's Form 8-K filed November 24, 2004 and incorporated by reference herein.***
10.28		EXCO Holdings Inc. Employee Bonus Retention Plan, dated July 29, 2003 filed as an Exhibit to EXCO's Form 10-Q filed August 13, 2004 and incorporated by reference herein.***
10.29		Addison Energy Inc. Employee Bonus Retention Plan, dated July 29, 2003 filed as an Exhibit to EXCO's Form 10-Q filed August 13, 2004 and incorporated by reference herein.***

10.30		Unlimited Guaranty dated as of December 21, 2004 made by Pinestone Resources, LLC in favor of Bank One, NA, Canada Branch, as Agent, filed as an Exhibit to EXCO's Annual Report on Form 10-K for 2004 filed March 31, 2005 and incorporated by reference herein.
10.31		Subsidiary Guaranty dated as of December 21, 2004 made by Pinestone Resources, LLC in favor of Bank One, NA, as Agent, filed as an Exhibit to EXCO's Annual Report on Form 10-K for 2004 filed March 31, 2005 and incorporated by reference herein.
10.32		Share and Debt Purchase Agreement, dated effective January 12, 2005, among 1143928 Alberta Ltd., EXCO Resources, Inc. and Taurus Acquisition, Inc. filed as an Exhibit to EXCO's Form 8-K filed January 21, 2005 and incorporated by reference herein.
10.33		First Amending Agreement to the Share and Debt Purchase Agreement, dated effective February 8, 2005, among 1143928 Alberta Ltd., EXCO Resources, Inc. and Taurus Acquisition, Inc., filed as an Exhibit to EXCO's Form 8-K/A Amendment No. 1 filed February 16, 2005 and incorporated by reference herein.
10.34		Securities Account Control Agreement, dated as of February 10, 2005, among EXCO Resources, Inc., JPMorgan Chase Bank, N.A., Wilmington Trust Company and JPMorgan Securities Inc., filed as an Exhibit to EXCO's Form 8-K/A Amendment No. 1 filed February 16, 2005 and incorporated by reference herein.
10.35		Securities Account Control Agreement, dated as of February 10, 2005, among EXCO Resources, Inc., Wilmington Trust Company and J.P. Morgan Securities Inc., filed as an Exhibit to EXCO's Form 8-K/A Amendment No. 1 filed February 16, 2005 and incorporated by reference herein.
10.36		Indenture among EXCO Resources, Inc., the Subsidiary Guarantors and Wilmington Trust Company, as Trustee, dated as of January 20, 2004, filed as exhibit (b)(2) to Amendment No. 4 to the Schedule TO filed by NCE Acquisition, Inc. and EXCO Resources, Inc. on January 21, 2004 and incorporated by reference herein.
10.37		First Supplemental Indenture by and among EXCO Resources, Inc., North Coast Energy, Inc., North Coast Energy Eastern, Inc. and Wilmington Trust Company, as Trustee, dated as of January 27, 2004.*
10.38		Second Supplemental Indenture by and among EXCO Resources, Inc., Pinestone Resources, LLC and Wilmington Trust Company, as Trustee, dated as of December 21, 2004, filed as an Exhibit to EXCO's Annual Report on Form 10-K for 2004 filed March 31, 2005 and incorporated by reference herein.
10.39		Third Supplemental Indenture by and among EXCO Resources, Inc., TXOK Acquisition, Inc. and Wilmington Trust Company, as Trustee, filed as an Exhibit to EXCO's Current Report on Form 8-K filed on February 21, 2006 and incorporated by reference herein.
10.40		Form of 7¹/4% Global Note Due 2011.**
10.41		Registration Rights Agreement by and among EXCO Resources, Inc., Credit Suisse First Boston LLC, Banc One Capital Markets, Inc., Banc of America Securities LLC, BNP Paribas Securities Corp., Comerica Securities, Inc., Fleet Securities, Inc., Scotia Capital (USA) Inc. and TD Securities (USA) Inc., dated January 20, 2004.*
10.42		EXCO Holdings Inc. 2005 Long-term Incentive Plan, dated October 5, 2005 filed as an Exhibit to EXCO's Form 8-K dated October 7, 2005 and incorporated by reference herein.***
10.43		Form of Incentive Stock Option Agreement of the EXCO Holdings Inc. 2005 Long-term Incentive Plan filed as an Exhibit to EXCO's Form 8-K dated October 7, 2005 and incorporated by reference herein.***

10.44		Form of Nonqualified Stock Option Agreement of the EXCO Holdings Inc. 2005 Long-term Incentive Plan filed as an Exhibit to EXCO's Form 8-K dated October 7, 2005 and incorporated by reference herein.***
10.45		Form of Restricted Stock Award Agreement of the EXCO Holdings Inc. 2005 Long-term Incentive Plan filed as an Exhibit to EXCO's Form 8-K dated October 7, 2005 and incorporated by reference herein.***
10.46		Fourth Amendment to the Third Amended and Restated Credit Agreement among EXCO Resources, Inc., EXCO Operating, LP, North Coast Energy, Inc. and North Coast Energy Eastern, Inc., as Borrowers, and Bank One, NA, as Administrative Agent for itself and the Lenders defined therein, dated September 30, 2005, as filed as an Exhibit to EXCO's Form 8-K dated September 30, 2005 and incorporated by reference herein.
10.47		Letter Agreement, dated October 3, 2005, between EXCO Resources, Inc. and JPMorgan Chase Bank, N.A., as agent for certain lenders under the Credit Agreement by and among EXCO Holdings II, Inc. (EXCO Holdings Inc. as successor by merger) as Borrower and JPMorgan Chase Bank, N.A., as Administrative Agent for itself and the Lenders defined therein, dated October 3, 2005, as filed as an Exhibit to EXCO's Form 10-Q for the Quarter ended September 30, 2005 filed November 14, 2005 and incorporated by reference herein.
10.48		Promissory Note in the maximum amount of $10,000,000, dated October 7, 2005, made by EXCO Holdings Inc., payable to EXCO Resources, Inc., as filed as an Exhibit to EXCO's Form 10-Q for the Quarter ended September 30, 2005 filed November 14, 2005 and incorporated by reference herein.
10.49		First Amended and Restated Registration Rights Agreement, by and among EXCO Holdings Inc. and the Initial Holders (as defined therein), effective January 5, 2006, filed as an Exhibit to EXCO's Amendment No. 1 to the Form S-1 (File No. 333-129935) filed on January 6, 2006 and incorporated by reference herein.
10.50		Fifth Amendment to the Third Amended and Restated Credit Agreement among EXCO Resources, Inc., EXCO Operating, LP, North Coast Energy, Inc., North Coast Energy Eastern, Inc., as Borrowers, and JPMorgan Chase Bank, NA (successor by merger to Bank One, N.A. (Illinois), as Administrative Agent for itself and the Lenders defined therein, dated December 15, 2005, filed as an Exhibit to EXCO's Amendment No. 2 to the Form S-1 (File No. 333-129935) filed on January 27, 2006 and incorporated by reference herein.
10.51		Agreement and Plan of Merger between EXCO Holdings Inc. and EXCO Resources, Inc., dated February9, 2006, filed as an Exhibit to EXCO's Current Report on Form 8-K filed February 14, 2006 and incorporated by reference herein.
10.52		Sixth Amendment to Third Amended and Restated Credit Agreement, dated February 14, 2006, among EXCO Resources, Inc., EXCO Operating, LP, North Coast Energy, Inc., North Coast Energy Eastern, Inc., as Borrowers, and JPMorgan Chase Bank, NA, as Administrative Agent for itself and the Lenders defined therein, filed as an Exhibit to EXCO's Form 8-K filed on February 21, 2006 and incorporated by reference herein.
10.53		Guarantee, dated February 14, 2006, among EXCO Resources, Inc., EXCO Operating, LP, North Coast Energy, Inc., North Coast Energy Eastern, Inc., ROJO Pipeline, Inc., EXCO Investment I, LLC, EXCO Investment II, LLC and Pinestone Resources, L.L.C., as Guarantors, and JPMorgan Chase Bank, NA, as Administrative Agent for itself and the Lenders defined herein, filed as an Exhibit to EXCO's Form 8-K filed on February 21, 2006 and incorporated by reference herein.

10.54		Credit Agreement for Senior Secured Revolving Credit Facility, dated as of September 27, 2005, by and among TXOK Acquisition, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the Lenders (as defined therein), JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Securities Inc., as Sole Bookrunner and Lead Arranger, filed as an Exhibit to EXCO's Form 8-K filed on February 21, 2006 and incorporated by reference herein.
10.55		First Amendment to Revolving Credit Agreement, dated as of December 15, 2005, by and among TXOK Acquisition, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the Lenders (as defined herein), and JPMorgan Chase Bank, N.A., as Administrative Agent, filed as an Exhibit to EXCO's Form 8-K filed on February 21, 2006 and incorporated by reference herein.
10.56		Second Amendment to Revolving Credit Agreement, dated as of February 6, 2006, by and among TXOK Acquisition, Inc., as Borrower, certain subsidiaries of Borrower, as Guarantors, the Lenders (as defined therein), and JPMorgan Chase Bank, N.A., as Administrative Agent, filed as an Exhibit to EXCO's Form 8-K filed on February 21, 2006 and incorporated by reference herein.
10.57		Subsidiary Guaranty, dated February 14, 2006, among TXOK Acquisition, Inc., TXOK Energy Resources Company, TXOK Energy Holdings, L.L.C., TXOK Texas Energy Holdings, LLC and TXOK Texas Energy Resources, L.P., as Subsidiary Guarantors, in favor of JPMorgan Chase Bank, NA, as agent for itself and the Lenders defined therein, filed as an Exhibit to EXCO's Current Report on Form 8-K filed on February 21, 2006 and incorporated by reference herein.
10.58		Amended and Restated Credit Agreement, dated as of March 17, 2006, among EXCO Resource, Inc. as Borrower, certain of its subsidiaries, as Guarantors, the Lenders defined therein, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Securities Inc., as Sole Bookrunner and Lead Manager, filed as an Exhibit to EXCO's Current Report on Form 8-K filed on March 23, 2006 and incorporated by reference herein.
10.59		EXCO Resources, Inc. 2005 Long-Term Incentive Plan, filed as an Exhibit to EXCO's Registration Statement on Form S-8 (File No. 333-132551) filed on March 17, 2006 and incorporated by reference herein.
10.60		Form of Incentive Stock Option Agreement for the EXCO Resources, Inc. 2005 Long-Term Incentive Plan, filed as an Exhibit to EXCO's Registration Statement on Form S-8 (File No. 333-132551) filed on March 17, 2006 and incorporated by reference herein.
10.61		Form of Nonqualified Stock Option Agreement for the EXCO Resources, Inc. 2005 Long-Term Incentive Plan, filed as an Exhibit to EXCO's Registration Statement on Form S-8 (File No. 333-132551) filed on March 17, 2006 and incorporated by reference herein.
10.62		Form of Restricted Stock Award Agreement for the EXCO Resources, Inc. 2005 Long-Term Incentive Plan, filed as an Exhibit to EXCO's Registration Statement on Form S-8 (File No. 333-132551) filed on March 17, 2006 and incorporated by reference herein.
14.1		Code of Ethics for the Chief Executive Officer and Senior Financial Officers, filed as an Exhibit to EXCO's Amendment No. 1 to the Form S-1 (File No. 333-129935) filed January 6, 2006 and incorporated by reference herein.
14.2		Code of Business Conduct and Ethics for Directors, Officers and Employees, filed as an Exhibit to EXCO's Amendment No. 1 to the Form S-1 (File No. 333-129935) filed January 6, 2006 and incorporated by reference herein.
21.1		Subsidiaries of the registrant, filed as an Exhibit to EXCO's Annual Report on Form 10-K for 2005 filed March 31, 2006 and incorporated by reference herein.

23.1		Consent of PricewaterhouseCoopers LLP, filed as an Exhibit to EXCO's Annual Report on Form 10-K for 2005 filed March 31, 2006 and incorporated by reference herein.
23.2		Consent of Lee Keeling and Associates, Inc., filed as an Exhibit to EXCO's Annual Report on Form 10-K for 2005 filed March 31, 2006 and incorporated by reference herein.
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer of EXCO Resources, Inc., filed herewith.
31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer of EXCO Resources, Inc., filed herewith.
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer and Chief Financial Officer of EXCO Resources, Inc., filed herewith.
99.1		Audit Committee Charter, filed as an Exhibit to EXCO's Form 8-K filed November 24, 2004 and incorporated by reference herein.

*: Filed as an Exhibit to EXCO's Form S-4 filed March 25, 2004 and incorporated by reference herein.
**: Filed as an Exhibit to EXCO's Pre-effective Amendment No. 1 to the Form S-4 filed April 20, 2004 and incorporated by reference herein.
***: These exhibits are management contracts.

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EXPLANATORY NOTE

ITEM 11. EXECUTIVE COMPENSATION

PART IV
Index to Exhibits

Exco Resources (EXCO) Inactive 10-K/A2005 FY Annual report (amended)