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Exhibit 4.3    
    


 
 

SECOND SUPPLEMENTAL INDENTURE    
    


        THIS
SECOND SUPPLEMENTAL INDENTURE, dated as of December 21, 2004 (this "Second Supplemental Indenture"), is by and among EXCO
Resources, Inc., a Texas corporation (the "Issuer"), Pinestone Resources, LLC, a Delaware limited liability company (the
"Guarantor"), and Wilmington Trust Company, as trustee (the "Trustee"). 


 
 

W I T N E S S E T H    
    


        WHEREAS, the Issuer, the Subsidiary Guarantors (as defined therein) and the Trustee are parties to an indenture dated as of January 20, 2004, as
supplemented by the First Supplemental Indenture dated as of January 27, 2004 (collectively, the "Indenture"), providing for the issuance of the
Issuer's 71/4% Senior Notes Due 2011 (the "Securities"); 


        WHEREAS,
Issuer acquired Guarantor and is the sole member of Guarantor; 


        WHEREAS,
the Issuer is required to cause the Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which such Guarantor shall unconditionally and
irrevocably guarantee the Issuer's obligations with respect to the Securities on the terms set forth in the Indenture; and 


        WHEREAS,
pursuant to Section 9.01 of the Indenture, the Issuer and the Trustee are authorized to execute and deliver this Second Supplemental Indenture. 



        NOW,
THEREFORE, for and in consideration of the foregoing premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities, as
follows: 


        1.     Capitalized Terms.    Capitalized terms used herein without definition shall have the meanings assigned to
them in the Indenture. 


        2.     Agreement to Become Guarantor.     Guarantor hereby unconditionally and irrevocably guarantees the Issuer's
obligations under the Securities and the Indenture on the terms and subject to the conditions set forth in Article 10 of the Indenture and agrees to be bound by all other provisions of the
Indenture and the Securities applicable to a "Subsidiary Guarantor" therein. 


        3.     Ratification of Indenture; Supplemental Indenture Part of Indenture.    Except as expressly amended hereby,
the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Second Supplemental Indenture shall
form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. 



        4.     Notices.    For purposes of Section 14.02 of the Indenture, the address for notices to the Guarantor
shall be: 





EXCO
Resources, Inc.

12377 Merit Drive, Suite 1700

Dallas, TX 75251 






        5.     Governing Law.    This Second Supplemental Indenture shall be governed by, and construed in accordance with,
the laws of the State of New York. 



        6.     Counterparts.    The parties may sign any number of copies of this Second Supplemental Indenture. Each signed
copy shall be an original, but all of them together shall represent the same agreement. 


        7.     Effect of Headings. The section headings herein are for convenience only and shall not affect the construction hereof. 


        8.     The Trustee.    The Trustee shall not be responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the Guarantor. 








        IN
WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the date first above written. 



	

 	
 	

EXCO RESOURCES, INC.	
 	

 
	

By:	
 	

/s/  J. DOUGLAS RAMSEY      
	
 	

 
	Name: J. Douglas Ramsey

Title: Vice President and Chief Financial Officer
	

PINESTONE RESOURCES, LLC, as a Subsidiary Guarantor
	

By:	
 	

/s/  J. DOUGLAS RAMSEY      
	
 	

 
	Name: J. Douglas Ramsey

Title: Vice President and Chief Financial Officer
	

WILMINGTON TRUST COMPANY, as a Trustee
	

By:	
 	

/s/  W. THOMAS MORRIS, II      
	
 	

 
	Name: W. Thomas Morris, II

Title: Senior Financial Services Officer













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Exhibit 4.3


SECOND SUPPLEMENTAL INDENTURE

W I T N E S S E T H