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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 ¼% 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
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