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Exhibit 2.12

November 24, 2010

EXCO Holding (PA), Inc.

12377 Merit Drive, Suite 1700

Dallas, Texas 75251

Attention: Rick Hodges, Vice President of Land

Re: Amendment to Membership Interest Transfer Agreement

Dear Mr. Hodges:

Reference is made to that certain Membership Interest Transfer Agreement by and between EXCO Holding (PA), Inc. (“EXCO”), and BG US Production Company, LLC (“BG”), dated as of May 9, 2010 (together with all amendments, the “MITA”).

In consideration of the mutual promises contained herein and in the MITA and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, BG and EXCO hereby agree to amend the MITA as follows:

“Title Defect Claim Date” shall mean on or before 5:00 p.m. (Central Time) on December 1, 2010.

Except as modified by this letter, the MITA remains in full force and effect. Capitalized terms used in this letter but not otherwise defined in this letter shall have the meaning given to such terms in the MITA. The terms of Sections 15.15 and 15.16 of the MITA are incorporated by reference as if set out in full herein. This letter may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party by facsimile or electronic transmission shall be deemed an original signature hereto.

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If this letter correctly sets forth our understanding, please execute and return one copy to the undersigned at the address provided in the MITA. This letter was executed as of the date first set forth above but shall be effective as of May 9, 2010.

Agreed and accepted on November 24, 2010, effective as of May 9, 2010.

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