EX-4.1



 Exhibit 4.1 

FIFTH SUPPLEMENTAL INDENTURE 

THIS FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 24,
2015 (the “Effective Date”), is by and among EXCO Resources, Inc., a Texas corporation (the “Company”), the Subsidiary Guarantors (as defined in the Indenture below)
from time to time party hereto, 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 has previously issued 7.500% senior notes due 2018 in the original aggregate principal
amount of $750 million (the “2018 Debt Securities”) under the Indenture, dated as of September 15, 2010 (the “Base Indenture”), by and among the Company, the Subsidiary Guarantors from time to
time party thereto, and Trustee, as supplemented by that certain First Supplemental Indenture, dated as of September 15, 2010 (the “First Supplemental Indenture”), as supplemented by that certain Second Supplemental
Indenture, dated as of February 12, 2013 (the “Second Supplemental Indenture”), and as supplemented by that certain Fourth Supplemental Indenture, dated as of May 12, 2014 (the “Fourth Supplemental
Indenture,” and collectively with the Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”);  

WHEREAS, under Section 8.03 of the First Supplemental Indenture, the Company, the Guarantors and the Trustee
may amend the First Supplemental Indenture as it relates to the 2018 Debt Securities with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding 2018 Debt Securities voting as a single class;

 WHEREAS, as of the Effective Date, there were approximately $199 million in aggregate principal amount of 2018 Debt Securities
outstanding; 
 WHEREAS, Holders of at least a majority in aggregate principal amount of the 2018
Debt Securities outstanding, voting as a class, have consented to the amendments set forth herein in connection with that certain Consent Solicitation Statement of EXCO Resources, Inc. regarding Solicitation of Consents Relating to the 7.500% Senior
Notes due 2018 provided to Holders on November 10, 2015 (the “Consent Solicitation Statement”); 

WHEREAS, this Supplemental Indenture is authorized by Section 8.03 of the First Supplemental Indenture;

 WHEREAS, the Company has furnished the Trustee with an Officer’s Certificate, a resolution of its Board of
Directors, and an Opinion of Counsel complying with the requirements of Section 1.02 of the Base Indenture and Section 8.07 of the First Supplemental Indenture; and 

WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company, the Subsidiary Guarantors and the
Trustee and a valid amendment to the Indenture have been done. 
 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 Notes, as follows: 
 SECTION 1. Capitalized
Terms. Initially capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 

  
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 SECTION 2. Amendments to Indenture. 

2.01 The definition of “Credit Facilities” set forth in Section 2.02 of the First Supplemental Indenture,
respectively, is hereby amended in its entirety to read as follows in the First Supplemental Indenture: 
 “Credit Facilities”
means with respect to the Company or any Restricted Subsidiary, one or more debt facilities (including the Credit Agreement) or other financing arrangements (including commercial paper facilities, notes or indentures) providing for revolving credit
loans, term loans, notes, production payments, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit, capital
markets financings or other long-term indebtedness, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time. 

2.02 Section 4.05(b)(1) of the First Supplemental Indenture is hereby amended in its entirety to read as follows in the First
Supplemental Indenture: 
 “(1) Indebtedness Incurred by the Company and the Subsidiary Guarantors pursuant to any Credit Facility;
provided, however, that, immediately after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (b)(1) and then outstanding does not exceed an amount equal to the greater of
(A) $1.2 billion and (B) 75% of ACNTA as of the date of such Incurrence;” 
 SECTION 3. Effectiveness. Subject to the following
sentence, this Supplemental Indenture shall become effective on the Effective Date, and the Indenture and the 2018 Debt Securities shall be supplemented in accordance herewith. Notwithstanding the foregoing, the amendments to the Indenture provided
for in Section 1 hereof shall become operative only upon the payment of the aggregate Consent Fee (as defined in the Consent Solicitation Statement) in accordance with the Consent Solicitation Statement. 

SECTION 4. 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 2018 Debt Securities heretofore
or hereafter authenticated and delivered shall be bound hereby. 
 SECTION 5. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICT OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

SECTION 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. 

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

[Remainder of page intentionally left blank; 

Signature pages follow.] 

  
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 IN WITNESS WHEREOF, the parties below have caused this Fifth Supplemental Indenture to be duly
executed as the date first written above. 
  

			
	ISSUER:
	
	EXCO RESOURCES, INC.
		
	By:	 	 /s/ William L Boeing

		 	William L. Boeing
		 	Vice President, General Counsel and Secretary
	
	GUARANTORS:
	
	EXCO SERVICES, INC.
		
	By:	 	 /s/ William L Boeing

		 	William L. Boeing
		 	Vice President, General Counsel and Secretary
	
	EXCO PARTNERS GP, LLC
		
	By:	 	 /s/ William L Boeing

		 	William L. Boeing
		 	Vice President, General Counsel and Secretary
	
	EXCO GP PARTNERS OLD, LP
		
	By:	 	EXCO PARTNERS GP, LLC,
		 	its General Partner
		
	By:	 	 /s/ William L Boeing

		 	William L. Boeing
		 	Vice President, General Counsel and Secretary



  
 Signature Page to

 Fifth Supplemental Indenture 








 
			
	EXCO PARTNERS OLP GP, LLC
		
	By:	 	 /s/ William L Boeing

		 	William L. Boeing
		 	Vice President, General Counsel and Secretary
	
	EXCO OPERATING COMPANY, LP
		
	By:	 	EXCO PARTNERS OLP GP, LL, its general partner
		
	By:	 	 /s/ William L Boeing

		 	William L. Boeing
		 	Vice President, General Counsel and Secretary
	
	EXCO MIDCONTINENT MLP, LLC
		
	By:	 	 /s/ William L Boeing

		 	William L. Boeing
		 	Vice President, General Counsel and Secretary
	
	EXCO HOLDING (PA), INC.
		
	By:	 	 /s/ William L Boeing

		 	William L. Boeing
		 	Vice President, General Counsel and Secretary



  
 Signature Page to

 Fifth Supplemental Indenture 








 
			
	EXCO PRODUCTION COMPANY (PA), LLC
		
	By:	 	 /s/ William L Boeing

		 	William L. Boeing
		 	Vice President, General Counsel and Secretary
	
	EXCO PRODUCTION COMPANY (WV), LLC
		
	By:	 	 /s/ William L Boeing

		 	William L. Boeing
		 	Vice President, General Counsel and Secretary
	
	EXCO RESOURCES (XA), LLC
		
	By:	 	 /s/ William L Boeing

		 	William L. Boeing
		 	Vice President, General Counsel and Secretary
	
	EXCO LAND COMPANY, LLC
		
	By:	 	 /s/ William L Boeing

		 	William L. Boeing
		 	Vice President, General Counsel and Secretary



  
 Signature Page to

 Fifth Supplemental Indenture 








 
			
	EXCO HOLDING MLP, INC.
		
	By:	 	 /s/ William L Boeing

		 	William L. Boeing
		 	Vice President, General Counsel and Secretary



  
 Signature Page to

 Fifth Supplemental Indenture 









			
	WILMINGTON TRUST COMPANY, as Trustee
		
	By:	 	 /s/ W. Thomas Morris II

		 	W. Thomas Morris II
		 	Vice President


  
 Signature Page to

 Fifth Supplemental Indenture