Certificate of Incorporation of EXCO Holding (PA), Inc.



 Exhibit 4.26 

CERTIFICATE OF INCORPORATION 

OF 
 EXCO
HOLDING (PA), INC. 
 FIRST: The name of the corporation is EXCO Holding (PA), Inc. (the “Corporation”).

 SECOND: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801 in New Castle County, Delaware. The name of its registered agent at such address is The Corporation Trust Company. 

THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the Delaware General Corporation Law. 
 FOURTH: The total number of shares of
capital stock which the corporation shall have authority to issue is One Thousand (1,000) shares of Common Stock of the par value of One Cent ($0.01) per share. 

FIFTH: The name of the incorporator is Stephen C. Szalkowski, whose mailing address is c/o Vinson & Elkins L.L.P., 2500 First
City Tower, 1001 Fannin, Houston, Texas 77002-6760. 
 SIXTH: The name and mailing address of the initial director, who shall
serve until the first annual meeting of stockholders or until his successors are elected and qualified, is as follows: 
  

			
	 Name
	  	 Address

	 William L. Boeing
	  	c/o EXCO Resources, Inc.
		  	12377 Merit Drive, Suite 1700
		  	Dallas, Texas 75251

 The number of
directors of the Corporation shall be as specified in, or determined in the manner provided in, the bylaws of the Corporation. Unless and except to the extent that the bylaws of the Corporation so provide, the election of directors need not be by
written ballot. 
 SEVENTH: In furtherance of, and not in limitation of, the powers conferred by the laws of the State of
Delaware, the Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal the bylaws of the Corporation, subject to the power of the stockholders of the Corporation to alter or repeal any bylaw whether adopted by them or
otherwise. 
  

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 EIGHTH: Whenever a compromise or arrangement is proposed between the Corporation and its
creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor
or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or
receivers appointed for the Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation. 

NINTH: No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. In addition to the circumstances in which a director of the
Corporation is not personally liable as set forth in the preceding sentence, a director of the Corporation shall not be liable to the fullest extent permitted by any amendment to the Delaware General Corporation Law hereafter enacted that further
limits the liability of a director. 
 TENTH: The Corporation shall have the right, subject to any express provisions or
restrictions contained in this certificate of incorporation or bylaws of the Corporation, from time to time, to amend this certificate of incorporation or any provision hereof in any manner now or hereafter provided by law, and all rights and powers
of any kind conferred upon a director or stockholder of the Corporation by this certificate of incorporation or any amendment hereof are subject to such right of the Corporation. 

[Remainder of Page Intentionally Left Blank] 

 

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 I, the undersigned, being the incorporator hereinbefore named, for the purpose of forming a
corporation pursuant to the Delaware General Corporation Law, do make this certificate, hereby declaring that this is my act and deed and that the facts herein stated are true, and accordingly have hereunto set my hand this 3rd day of May, 2010.

  

	
	
	/s/ Stephen C. Szalkowski
	Stephen C. Szalkowski, Incorporator


  

 SIGNATURE PAGE TO EXCO HOLDING
(PA), INC. CERTIFICATE OF INCORPORATION