ELEVENTH SUPPLEMENTAL INDENTURE
Exhibit 10.7
ELEVENTH SUPPLEMENTAL INDENTURE
THIS ELEVENTH SUPPLEMENTAL INDENTURE, dated as of May 28, 2010 (this Eleventh Supplemental Indenture), is by and among EXCO Resources, Inc., a Texas corporation (the Issuer), EXCO Resources (PA), LLC, a Delaware limited liability company (f/k/a EXCO Resources (PA), LLC, a Texas limited liability company) (EXCO PA), EXCO Production Company (WV), LLC, a Delaware limited liability company (f/k/a EXCO Resources (WV), LLC, a Texas limited liability company and f/k/a EXCO Production Company (WV), LLC, a Texas limited liability company) (EXCO WV and together with EXCO PA, the Surviving Guarantors), BG Production Company (PA), LLC, a Delaware limited liability company (f/k/a BG Natural Gas Production Company (PA), LLC, a Texas limited liability company), BG Production Company (WV), LLC, a Delaware limited liability company (f/k/a BG Natural Gas Production Company (WV), LLC, a Texas limited liability company), EXCO Production Company (PA), LLC, a Delaware limited liability company (f/k/a EXCO Production Company (PA), LLC, a Texas limited liability company), Appalachia Midstream, LLC, a Delaware limited liability company (f/k/a Appalachia Midstream, LLC, a Texas limited liability company), and EXCO Resources (XA), LLC, a Delaware limited liability company (f/k/a EXCO Resources (XA), LLC, a Texas limited liability company) (each a New Guarantor; each of the New Guarantors, EXCO PA and EXCO WV are collectively referred to herein as 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, 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, the Sixth Supplemental Indenture dated as of February 12, 2008, the Seventh Supplemental Indenture dated as of June 30, 2008, the Eighth Supplemental Indenture dated as of December 31, 2008, the Ninth Supplemental Indenture dated as of April 30, 2010, and the Tenth Supplemental Indenture dated as of May 7, 2010 (collectively, the Indenture), providing for the issuance of the Issuers 7 1/4% Senior Notes Due 2011 (the Securities);
WHEREAS, as of May 28, 2010, EXCO PA, a Restricted Subsidiary and a Subsidiary Guarantor under the Indenture, has merged with EXCO WV, a Restricted Subsidiary and a Subsidiary Guarantor under the Indenture (the Merger), with each of EXCO PA and EXCO WV being surviving entities, and in addition, with each of the New Guarantors being newly formed surviving entities in the Merger;
WHEREAS, pursuant to Section 5.01(b) of the Indenture, the Guarantors are required to execute and deliver to the Trustee a supplemental indenture pursuant to which EXCO WV, EXCO PA and each New Guarantor shall unconditionally and irrevocably guarantee the Issuers obligations with respect to the Securities on the terms set forth in the Indenture; and
WHEREAS, pursuant to Section 9.01 and 9.06 of the Indenture, the Issuer, the Guarantors and the Trustee are authorized to execute and deliver this Eleventh 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 Assume Obligations of Subsidiary Guarantor. Each Guarantor hereby unconditionally and irrevocably guarantees the Issuers 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 Eleventh 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 Guarantor shall be as follows:
EXCO Resources (PA), LLC
EXCO Production Company (WV), LLC
BG Production Company (PA), LLC
BG Production Company (WV), LLC
EXCO Production Company (PA), LLC
Appalachia Midstream, LLC
EXCO Resources (XA), LLC
c/o EXCO Resources, Inc.
12377 Merit Drive, Suite 1700
Dallas, TX 75251
5. Governing Law. This Eleventh 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 Eleventh 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 Eleventh 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Eleventh Supplemental Indenture to be duly executed, all as of the date first above written.
EXCO RESOURCES, INC. | ||
By: | /s/ WILLIAM L. BOEING | |
Name: | William L. Boeing | |
Title: | Vice President and General Counsel | |
EXCO RESOURCES (PA), LLC, as a Subsidiary Guarantor | ||
By: | /s/ WILLIAM L. BOEING | |
Name: | William L. Boeing | |
Title: | Vice President and General Counsel | |
EXCO PRODUCTION COMPANY (WV), LLC, as a Subsidiary Guarantor | ||
By: | /s/ WILLIAM L. BOEING | |
Name: | William L. Boeing | |
Title: | Vice President and General Counsel | |
BG PRODUCTION COMPANY (PA), LLC, as a Subsidiary Guarantor | ||
By: | /s/ WILLIAM L. BOEING | |
Name: | William L. Boeing | |
Title: | Vice President and General Counsel | |
BG PRODUCTION COMPANY (WV), LLC, as a Subsidiary Guarantor | ||
By: | /s/ WILLIAM L. BOEING | |
Name: | William L. Boeing | |
Title: | Vice President and General Counsel | |
EXCO PRODUCTION COMPANY (PA), LLC, as a Subsidiary Guarantor | ||
By: | /s/ WILLIAM L. BOEING | |
Name: | William L. Boeing | |
Title: | Vice President and General Counsel |
APPALACHIA MIDSTREAM, LLC, as a Subsidiary Guarantor | ||
By: | /s/ WILLIAM L. BOEING | |
Name: | William L. Boeing | |
Title: | Vice President and General Counsel | |
EXCO RESOURCES (XA), LLC, as a Subsidiary Guarantor | ||
By: | /s/ WILLIAM L. BOEING | |
Name: | William L. Boeing | |
Title: | Vice President and General Counsel | |
WILMINGTON TRUST COMPANY, as Trustee | ||
By: | /s/ W. THOMAS MORRIS, II | |
Name: | W. Thomas Morris, II | |
Title: | Vice President |