THIRD SUPPLEMENTAL INDENTURE

Exhibit 4.1

THIRD SUPPLEMENTAL INDENTURE

        THIS THIRD SUPPLEMENTAL INDENTURE, dated as of February 14, 2006 (this “Third Supplemental Indenture”), is by and among EXCO Resources, Inc., a Texas corporation (the “Issuer”), TXOK Acquisition, Inc., a Delaware corporation, TXOK Energy Resources Holdings, L.L.C., a Delaware limited liability company, TXOK Energy Resources Company, a Delaware corporation, TXOK Texas Energy Resources, L.P., a Delaware limited partnership, and TXOK Texas Energy Holdings LLC, a Delaware limited liability company (each, “Guarantor and collectively, the “Guarantors”), 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 and the Second Supplemental Indenture dated as of December 21, 2004 (collectively, the “Indenture”), providing for the issuance of the Issuer’s 7¹/4% Senior Notes Due 2011 (the “Securities”);

        WHEREAS, Issuer acquired Guarantors and owns directly or indirectly all of the equity interests in the Guarantors;

        WHEREAS, the Issuer is required to cause the Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which such Guarantors shall unconditionally and irrevocably guarantee the Issuer’s obligations with respect to the Securities on the terms set forth in the Indenture; and

        WHEREAS, pursuant to Section 9.01 of the Indenture, the Issuer and the Trustee are authorized to execute and deliver this Third 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 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.    Each of the Guarantors hereby unconditionally and irrevocably guarantees the Issuer’s obligations under the Securities and the Indenture on the terms and subject to the conditions set forth in Article 10 of the Indenture and agrees to be bound by all other provisions of the Indenture and the 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 Third Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

        4.    Notices.    For purposes of Section 14.02 of the Indenture, the address for notices to each of the Guarantors, shall be:

EXCO Resources, Inc.
00000 Xxxxx Xxxxx, Xxxxx 0000
Xxxxxx, XX 00000

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

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

	EXCO RESOURCES, INC.
	By:	/s/ J. Xxxxxxx Xxxxxx
	Name: J. Xxxxxxx Xxxxxx
	Title: Vice President and Chief Financial Officer
	TXOK ACQUISITION, INC, as a Subsidiary Guarantor
	By:	/s/ J. Xxxxxxx Xxxxxx
	Name: J. Xxxxxxx Xxxxxx
	Title: Vice President and Chief Financial Officer
	TXOK ENERGY RESOURCES HOLDINGS, L.L.C.
	By:	/s/ J. Xxxxxxx Xxxxxx
	Name:			J. Xxxxxxx Xxxxxx
	Title:		Vice President and Chief Financial Officer
	TXOK ENERGY RESOURCES COMPANY
	By:	/s/ J. Xxxxxxx Xxxxxx
	Name:			J. Xxxxxxx Xxxxxx
	Title:		Vice President and Chief Financial Officer

TXOK TEXAS ENERGY RESOURCES, L.P.

By:

TXOK Texas Energy Holdings, L.L.C., its general partner

By:

/s/ J. Xxxxxxx Xxxxxx

Name:

J. Xxxxxxx Xxxxxx

Title:

Vice President and Chief Financial Officer

TXOK TEXAS ENERGY HOLDINGS, LLC

By:

/s/ J. Xxxxxxx Xxxxxx

Name:

J. Xxxxxxx Xxxxxx

Title:

Vice President and Chief Financial Officer

WILMINGTON TRUST COMPANY, as a Trustee

By:

/s/ W. Xxxxxx Xxxxxx, II

Name: W. Xxxxxx Xxxxxx, II

Title: Assistant Vice President