X0304 4 2011-12-21 0 0000316300 EXCO RESOURCES INC XCO 0001202045 WL ROSS & CO LLC C/O WL ROSS GROUP, L.P. 1166 AVENUE OF THE AMERICAS NEW YORK NY 10036 0 0 1 0 0001431793 WLR Master Co-Investment GP LLC C/O WL ROSS GROUP, L.P. 1166 AVENUE OF THE AMERICAS NEW YORK NY 10036 0 0 1 0 0001429294 INVESCO WLR IV Associates LLC C/O WL ROSS GROUP, L.P. 1166 AVENUE OF THE AMERICAS NEW YORK NY 10036 0 0 1 0 0001128452 Invesco Private Capital, Inc. C/O WL ROSS GROUP, L.P. 1166 AVENUE OF THE AMERICAS NEW YORK NY 10036 0 0 1 0 0001527462 WLR/GS Master Co-Investment XCO AIV, L.P. C/O WL ROSS GROUP, L.P. 1166 AVENUE OF THE AMERICAS NEW YORK NY 10036 0 0 1 0 0001422834 WLR IV PARALLEL ESC LP C/O WL ROSS GROUP, L.P. 1166 AVENUE OF THE AMERICAS NEW YORK NY 10036 0 0 1 0 Common Stock, par value $0.001 per share 2011-12-21 4 P 0 68385 9.66 A 7085992 I See Footnotes Common Stock, par value $0.001 per share 2011-12-22 4 P 0 30374 9.84 A 7116366 I See Footnotes Common Stock, par value $0.001 per share 2011-12-21 4 P 0 60779 9.66 A 6395500 I See Footnotes Common Stock, par value $0.001 per share 2011-12-22 4 P 0 26997 9.84 A 6422497 I See Footnotes Common Stock, par value $0.001 per share 2011-12-21 4 P 0 60764 9.66 A 6393887 I See Footnotes Common Stock, par value $0.001 per share 2011-12-22 4 P 0 26989 9.84 A 6420876 I See Footnotes Common Stock, par value $0.001 per share 2011-12-21 4 P 0 60778 9.66 A 6395278 I See Footnotes Common Stock, par value $0.001 per share 2011-12-22 4 P 0 26995 9.84 A 6422273 I See Footnotes Common Stock, par value $0.001 per share 2011-12-21 4 P 0 694 9.66 A 72783 I See Footnotes Common Stock, par value $0.001 per share 2011-12-22 4 P 0 308 9.84 A 73091 I See Footnotes Common Stock, par value $0.001 per share 1547037 I See Footnotes This price represents the approximate weighted average price per share of common stock of EXCO Resources, Inc. (the "Issuer"), par value $0.001 per share (each a "Share") of purchases that were executed at prices ranging from $9.49 to $9.75 per Share. The Reporting Persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares purchased at each price. These Shares are held by WLR Select Co-Investment XCO AIV, L.P. ("Co-Invest Fund AIV"). Wilbur L. Ross, Jr. is the Chairman and Chief Executive Officer of WL Ross & Co. LLC ("WLR LLC") and the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P. ("WLR LP"), which in turn is the managing member of WLR Recovery Associates IV LLC ("Fund IV"), WLR Select Associates LLC ("WLR Select") and WLR Master Co-Investment GP, LLC ("WLR Master"). Fund IV is the general partner of Fund IV AIV I, Fund IV AIV II and Fund IV AIV III. Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which is in turn the general partner of Parallel Fund. WLR Select is the general partner of Co-Invest Fund AIV. WLR Master is the general partner of WLR/GS Fund AIV. WLR LLC is the investment manager of WLR/GS Fund AIV. WLR LLC is the investment manager of Fund IV AIV I, Fund IV AIV II, Fund IV AIV III, Parallel Fund, Co-Invest Fund AIV and WLR/GS Fund AIV. This price represents the approximate weighted average price per Share of purchases that were executed at prices ranging from $9.81 to $9.85 per Share. The Reporting Persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares purchased at each price. These Shares are held by WLR Recovery Fund IV XCO AIV I, L.P. ("Fund IV AIV I"). These Shares are held by WLR Recovery Fund IV XCO AIV II, L.P. ("Fund IV AIV II"). These Shares are held by WLR Recovery Fund IV XCO AIV III, L.P. ("Fund IV AIV III"). These Shares are held by WLR IV Parallel ESC, L.P. ("Parallel Fund"). These Shares are held by WLR/GS Master Co-Investment XCO AIV, L.P. ("WLR/GS Fund AIV"). This Form 4 is being filed in two parts due to the large number of Reporting Persons. Please reference the Form 4 filing filed on the date hereof separately by WLR LLC, Fund IV AIV I, Fund IV AIV II, Fund IV AIV III, Co-Invest Fund AIV, Mr. Ross, El Vedado, LLC, WLR LP, Fund IV and WLR Select. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein only to the extent of his or its pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount. WL ROSS & CO. LLC By: Wilbur L. Ross, Jr., its Chairman and Chief Executive Officer /s/ Wilbur L. Ross, Jr. 2011-12-23 WLR MASTER CO-INVESTMENT GP, LLC, By: By: WL Ross Group, L.P., its Managing Member, By: El Vedado, LLC, its General Partner, By: /s/ Wilbur L. Ross, Jr., its Managing Member 2011-12-23 INVESCO WLR IV ASSOCIATES LLC, By: Invesco Private Capital, Inc., its Managing Member, By: /s/ Wilbur L. Ross, Jr., its Chief Executive Officer 2011-12-23 INVESCO PRIVATE CAPITAL, INC., By: /s/ Wilbur L. Ross, Jr., its Chief Executive Officer 2011-12-23 WLR/GS MASTER CO-INVESTMENT XCO AIV, L.P. , By: WLR Master Co-Investment GP, LLC, its General Partner, By: WL Ross Group, L.P., its Managing Member, By: El Vedado, LLC, its General Partner, By: /s/ Wilbur L. Ross, Jr., its Managing Member 2011-12-23 WLR IV PARALLEL ESC, L.P., By: INVESCO WLR IV ASSOCIATES LLC, its General Partner, By: Invesco Private Capital, Inc., its Managing Member, By: /s/ Wilbur L. Ross, Jr., its Chief Executive Officer 2011-12-23