Ninth Supplemental Indenture



 Exhibit 10.5 

NINTH SUPPLEMENTAL INDENTURE 

THIS NINTH SUPPLEMENTAL INDENTURE, dated as of April 30, 2010 (this “Ninth Supplemental Indenture”), is by
and among EXCO Resources, Inc., a Texas corporation (the “Issuer”), EXCO Partners GP, LLC, a Delaware limited liability company, EXCO GP Partners Old, LP, a Delaware limited partnership, EXCO Partners OLP GP, LLC, a
Delaware limited liability company, EXCO Operating Company, LP, a Delaware limited partnership, and Vernon Gathering, LLC, a Delaware limited liability company (collectively, the “Guarantors”), and Wilmington Trust Company,
as trustee (the “Trustee”). 
 W I T N E S S E T H 

WHEREAS, the Issuer, the Subsidiary Guarantors 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, the Second Supplemental Indenture dated as of December 21, 2004, the Third Supplemental Indenture dated as of February 14, 2006,
the Fourth Supplemental Indenture dated as of May 4, 2006, the Fifth Supplemental Indenture dated as of May 3, 2007, the Sixth Supplemental Indenture dated as of February 12, 2008, the Seventh Supplemental Indenture dated as of
June 30, 2008 and the Eighth Supplemental Indenture dated as of December 31, 2008 (collectively, the “Indenture”), providing for the issuance of the Issuer’s
7 1/4% Senior Notes Due 2011 (the
“Securities”); 
 WHEREAS, the Issuer has designated each of the Guarantors as a Restricted
Subsidiary under the Indenture; 
 WHEREAS, the Issuer is required to cause each of the Guarantors 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 and 9.06 of the Indenture, the Issuer, the Guarantors and the Trustee are authorized to execute
and deliver this Ninth 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. Initially capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 

2. Agreement to Become Guarantor. Each of the Guarantors 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 Ninth 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 Guarantors shall be: 

EXCO Partners GP, LLC 

EXCO GP Partners Old, LP 

EXCO Partners OLP GP, LLC 

EXCO Operating Company, LP 

Vernon Gathering, LLC 

c/o EXCO Resources, Inc. 

12377 Merit Drive, Suite 1700 

Dallas, TX 75251 

5. Governing Law. This Ninth 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 Ninth 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 Ninth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the
Issuer and the Guarantors. 
  

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

					
		 	EXCO RESOURCES, INC.
			
	        	 	By:	 	 /s/ STEPHEN F. SMITH

		 	Name:	 	Stephen F. Smith
		 	Title:	 	Vice Chairman, President and Chief Financial Officer
		
		 	EXCO PARTNERS GP, LLC, as Guarantor
			
		 	By:	 	 /s/ WILLIAM L. BOEING

		 	Name:	 	William L. Boeing
		 	Title:	 	Vice President and General Counsel
		
		 	EXCO GP PARTNERS OLD, LP, as Guarantor
			
		 	By:	 	EXCO PARTNERS GP, LLC, its general partner
			
		 	By:	 	 /s/ WILLIAM L. BOEING

		 	Name:	 	William L. Boeing
		 	Title:	 	Vice President and General Counsel
		
		 	EXCO PARTNERS OLP GP, LLC, as Guarantor
			
		 	By:	 	 /s/ WILLIAM L. BOEING

		 	Name:	 	William L. Boeing
		 	Title:	 	Vice President and General Counsel
		
		 	EXCO OPERATING COMPANY, LP, as Guarantor


					
			
		 	        By:	 	EXCO PARTNERS OLP GP, LLC, its general partner


					
			
		 	By:	 	 /s/ WILLIAM L. BOEING

		 	Name:	 	William L. Boeing
		 	Title:	 	Vice President and General Counsel
		
		 	VERNON GATHERING, LLC, as Guarantor
			
		 	By:	 	 /s/ WILLIAM L. BOEING

		 	Name:	 	William L. Boeing
		 	Title:	 	Vice President and General Counsel

  










					
		 	        WILMINGTON TRUST COMPANY, as 
Trustee


					
			
	        	 	By:	 	 /s/ W. THOMAS MORRIS, II

		 	Name:	 	W. Thomas Morris, II
		 	Title:	 	Vice President