Exhibit 10.44


 


SEVENTH SUPPLEMENTAL INDENTURE


 


THIS SEVENTH SUPPLEMENTAL INDENTURE, dated as of June 30, 2008
(this “Seventh Supplemental Indenture”), is
by and among EXCO Resources, Inc., a Texas corporation (the “Issuer”), EXCO — North
Coast Energy, Inc., formerly known as North Coast Energy, Inc. (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, 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 and the Sixth Supplemental Indenture
dated as of February 12, 2008 (collectively, the “Indenture”),
providing for the issuance of the Issuer’s 7 1⁄4% Senior Notes Due 2011 (the “Securities”);


 


WHEREAS, as of June 30, 2008, Power Gas Marketing &
Transmission, Inc. (“PGMT”), a
Restricted Subsidiary and Subsidiary Guarantor under the Indenture, has merged
with and into the Guarantor, with the Guarantor being the surviving entity;


 


WHEREAS, pursuant to Section 5.01(b) of the Indenture, the
Guarantor is required to execute and deliver to the Trustee a supplemental
indenture pursuant to which such Guarantor shall unconditionally and
irrevocably assume all of the obligations of PGMT under its Subsidiary
Guaranty; and


 


WHEREAS, pursuant to Section 9.01 and 9.06 of the Indenture, the
Issuer, the Guarantor and the Trustee are authorized to execute and deliver
this Seventh 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 Assume Obligations of Subsidiary Guarantor.  The Guarantor hereby unconditionally and irrevocably assumes all
obligations of PGMT under its Subsidiary Guaranty and 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 Seventh 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 — North
Coast Energy, Inc.


c/o EXCO Resources, Inc.


12377 Merit Drive, Suite 1700


Dallas, TX 75251


 


5.  Governing Law.  This
Seventh 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 Seventh 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 Seventh 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.


 


2

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Seventh 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, CFO and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXCO
  — NORTH COAST ENERGY, INC.,
  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
         /s/
  J. DOUGLAS RAMSEY

  	
   

  
	
  Name:

  	
    J.
  Douglas Ramsey

  	
   

  
	
  Title:

  	
    
   Vice President & CFO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  WILMINGTON
  TRUST COMPANY, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
         /s/
  W. THOMAS MORRIS

  	
   

  
	
  Name:   W.
  Thomas Morris, II

  
	
  Title:  Assistant
  Vice President

  
							



 


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