**Exhibit 10.44**

** **

**SEVENTH SUPPLEMENTAL INDENTURE**

 

THIS SEVENTH SUPPLEMENTAL INDENTURE, dated as of June 30, 2008(this “***Seventh Supplemental Indenture***”), isby and among EXCO Resources, Inc., a Texas corporation (the “***Issuer***”), EXCO — NorthCoast 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) andthe Trustee are parties to an Indenture dated as of January 20, 2004, assupplemented by the First Supplemental Indenture dated as of January 27,2004, the Second Supplemental Indenture dated as of December 21, 2004, theThird Supplemental Indenture dated as of February 14, 2006, the FourthSupplemental Indenture dated as of May 4, 2006,the Fifth SupplementalIndenture dated as of May 3, 2007 and the Sixth Supplemental Indenturedated 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***”), aRestricted Subsidiary and Subsidiary Guarantor under the Indenture, has mergedwith and into the Guarantor, with the Guarantor being the surviving entity;

 

WHEREAS, pursuant to Section 5.01(b) of the Indenture, theGuarantor is required to execute and deliver to the Trustee a supplementalindenture pursuant to which such Guarantor shall unconditionally andirrevocably assume all of the obligations of PGMT under its SubsidiaryGuaranty; and

 

WHEREAS, pursuant to Section 9.01 and 9.06 of the Indenture, theIssuer, the Guarantor and the Trustee are authorized to execute and deliverthis Seventh Supplemental Indenture.

 

NOW, THEREFORE, for and in consideration of the foregoing premises, itis mutually covenanted and agreed, for the equal and proportionate benefit ofall Holders of the Securities, as follows:

 

1.  *Capitalized Terms*. Initially capitalized terms used herein without definition shall havethe meanings assigned to them in the Indenture.

 

2.  *Agreement to Assume Obligations of Subsidiary Guarantor. *The Guarantor hereby unconditionally and irrevocably assumes allobligations of PGMT under its Subsidiary Guaranty and guarantees the Issuer’sobligations under the Securities and the Indenture on the terms and subject tothe conditions set forth in Article 10 of the Indenture and agrees to bebound by all other provisions of the Indenture and the Securities applicable toa “Subsidiary Guarantor” therein.

 

3.  *Ratification of Indenture; Supplemental Indenture Part ofIndenture*.  Except asexpressly amended hereby, the Indenture is in all respects ratified andconfirmed and all the terms, conditions and provisions thereof shall remain infull force and effect. This Seventh Supplemental Indenture shall form apart of the Indenture for all purposes, and every holder of Securitiesheretofore or hereafter authenticated and delivered shall be bound hereby.

 

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4.  *Notices*.  For purposesof Section 14.02 of the Indenture, the address for notices to theGuarantor shall be:

 

EXCO — NorthCoast Energy, Inc.

c/o EXCO Resources, Inc.

12377 Merit Drive, Suite 1700

Dallas, TX 75251

 

5.  *Governing Law*.  ThisSeventh Supplemental Indenture shall be governed by, and construed inaccordance with, the laws of the State of New York.

 

6.  *Counterparts*.  Theparties may sign any number of copies of this Seventh Supplemental Indenture.Each signed copy shall be an original, but all of them together shall representthe same agreement.

 

7.  *Effect of Headings. *The section headings herein arefor convenience only and shall not affect the construction hereof.

 

8.  *The Trustee*.  TheTrustee shall not be responsible in any manner whatsoever for or in respect ofthe validity or sufficiency of this Seventh Supplemental Indenture or for or inrespect of the recitals contained herein, all of which recitals are made solelyby the Issuer and the Guarantors.

 

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INWITNESS WHEREOF, the parties hereto have caused this Seventh SupplementalIndenture 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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