0001104659-06-032991 Sample Contracts

FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • May 10th, 2006 • Exco Resources Inc • Crude petroleum & natural gas • New York

THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of May 4, 2006 (this “Fourth Supplemental Indenture”), is by and among EXCO Resources, Inc., a Texas corporation (the “Issuer”), Power Gas Marketing & Transmission, Inc., a Delaware corporation (the “Guarantor”), and Wilmington Trust Company, as trustee (the “Trustee”).

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COUNTERPART AGREEMENT
Counterpart Agreement • May 10th, 2006 • Exco Resources Inc • Crude petroleum & natural gas • Texas

This COUNTERPART AGREEMENT, dated effective April 28, 2006 (this “Counterpart Agreement”) is delivered pursuant to that certain Amended and Restated Credit Agreement, dated as of March 17, 2006 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among EXCO RESOURCES, INC., as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the LENDERS party thereto, and JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, N.A. (Illinois)), as Administrative Agent (the “Administrative Agent”).

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