Exhibit 4.11


Exhibit 4.11




FOURTH SUPPLEMENTAL INDENTURE 

THIS SUPPLEMENTAL INDENTURE, dated as of May 12, 2014 (this “Supplemental Indenture”), is by and among EXCO Resources, Inc., a Texas corporation (the “Company”) and EXCO Land Company, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), and Wilmington Trust Company, a Delaware trust company, as trustee (the “Trustee”). 
W I T N E S S E T H 
WHEREAS, the Company, the Subsidiary Guarantors (as defined therein) from time to time party thereto and the Trustee are parties to that certain Indenture dated as of September 15, 2010, among the Company, each of the Company’s subsidiaries that are signatories thereto, and the Trustee, as supplemented by that certain First Supplemental Indenture (herein so called) dated as of September 15, 2010, and that certain Second Supplemental Indenture dated as of February 12, 2013 (as supplemented, and the as the same may be further amended or supplemented from time to time, the “Indenture”),  providing for the issuance by the Company from time to time of its $750,000,000 in aggregate principal amount of 7.500% Senior Notes (the “Debt Securities”) due 2018;
WHEREAS, the Indenture provides that under certain circumstances, the Guaranteeing Subsidiary may execute and deliver to the Trustee a supplemental indenture pursuant to which such Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Debt Securities and the Indenture on the terms and conditions set forth herein; and
WHEREAS, pursuant to Sections 8.02 and 8.07 of the First Supplemental Indenture, the Company and the Trustee are authorized to execute and deliver this 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 Debt 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.  The Guaranteeing Subsidiary hereby unconditionally and irrevocably guarantees the Company's obligations under the Debt Securities and the Indenture on the terms and subject to the conditions set forth in Article 9 of the First Supplemental Indenture and agrees to be bound by all other provisions of the Indenture and the Debt 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 Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Debt Securities heretofore or hereafter authenticated and delivered shall be bound hereby. 
4.  Notices.  For purposes of Section 105 of the Indenture, the address for notices to the Guarantor shall be: 
EXCO Land Company, LLC 
c/o EXCO Resources, Inc. 
12377 Merit Drive, Suite 1700 
Dallas, TX 75251
Attention:    General Counsel

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Exhibit 4.11




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




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




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


GUARANTEEING SUBSIDIARY:
EXCO LAND COMPANY, LLC




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




                                        

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Exhibit 4.11




WILMINGTON TRUST COMPANY, as Trustee




By:    /s/ W. Thomas Morris, II        
Name: W. Thomas Morris, II
Title: Vice President





Signature Page to
Fourth Supplemental Indenture