AGREEMENTAgreement • February 14th, 2001 • North Coast Energy Inc / De/ • Crude petroleum & natural gas • Ohio
1 Exhibit 4.1 THIS NON-NEGOTIABLE SUBORDINATED PROMISSORY NOTE (THIS "NOTE") AND THE INDEBTEDNESS EVIDENCED HEREBY, AND THE EXERCISE OF RIGHTS AND REMEDIES HEREUNDER, ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN...North Coast Energy Inc / De/ • March 22nd, 2000 • Crude petroleum & natural gas • New York
AGREEMENTAgreement • February 14th, 2001 • North Coast Energy Inc / De/ • Crude petroleum & natural gas • Ohio
Exhibit 10.33 [NORTH COAST LETTERHEAD] FORM OF CHANGE IN CONTROL PROTECTION AGREEMENTNorth Coast Energy Inc / De/ • May 9th, 2003 • Crude petroleum & natural gas • Ohio
WITNESSETH: -----------Stock Option Agreement • June 30th, 1997 • North Coast Energy Inc / De/ • Crude petroleum & natural gas • Delaware
WITNESSETH:Credit Agreement • June 29th, 2000 • North Coast Energy Inc / De/ • Crude petroleum & natural gas • New York
Exhibit 10.27 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (herein called this "Amendment") is made as of August 13, 2001 by and between North Coast Energy, Inc., a Delaware corporation ("Borrower"), and Union Bank of...Credit Agreement • October 31st, 2001 • North Coast Energy Inc / De/ • Crude petroleum & natural gas • Texas
Exhibit 10.34 [NORTH COAST LETTERHEAD] FORM OF CHANGE IN CONTROL PROTECTION AGREEMENTNorth Coast Energy Inc / De/ • May 9th, 2003 • Crude petroleum & natural gas • Ohio
ARTICLE ICredit Agreement • November 14th, 1996 • North Coast Energy Inc / De/ • Crude petroleum & natural gas • Texas
1 Exhibit 7(c)(b) Ratification and Amendment to Purchase and Sale Agreement This Ratification and Amendment to the Purchase and Sale Agreement dated April 8, 1998 by and between Kelt-Ohio, Inc. as Seller and North Coast Energy, Inc. as Buyer is...Assumption Agreement • June 12th, 1998 • North Coast Energy Inc / De/ • Crude petroleum & natural gas • Ohio
EXCO RESOURCES, INC. 71/4% Senior Notes due 2011 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 20th, 2004 • North Coast Energy Inc / De/ • Crude petroleum & natural gas • New York
EXCO Resources, Inc., a Texas corporation (the "Issuer"), proposes to issue and sell to Credit Suisse First Boston LLC, Bane One Capital Markets, Inc., BNP Paribas Securities Corp., Comerica Securities, Inc., Scotia Capital (USA) Inc. and TD Securities (USA) Inc. (collectively, the "Initial Purchasers"), upon the terms set forth in a purchase agreement of even date herewith (the "Purchase Agreement"), $100,000,000 aggregate principal amount of its 71/4% Senior Notes due 2011 (the "Initial Securities") to be unconditionally guaranteed (the "Guaranties") by the Issuer's domestic subsidiaries (collectively, the "Guarantors" and, together with the Issuer, the "Company"). The Initial Securities will be issued as additional securities pursuant to an Indenture, dated as of January 20, 2004 among the Issuer, the EXCO Guarantors (as defined in the Purchase Agreement) and Wilmington Trust Company (the "Trustee") (the "Original Indenture"), as supplemented by the First Supplemental Indenture ther
1 EXHIBIT 10.27 CREDIT AGREEMENT NORTH COAST ENERGY, INC. AS BORROWERCredit Agreement • November 14th, 2000 • North Coast Energy Inc / De/ • Crude petroleum & natural gas • Texas
NONSTANDARDIZEDNorth Coast Energy Inc / De/ • June 29th, 2000 • Crude petroleum & natural gas
EXHIBIT 99.1 STOCK PURCHASE AGREEMENT BY AND BETWEEN NORTH COAST ENERGY, INC.,Stock Purchase Agreement • August 8th, 1997 • North Coast Energy Inc / De/ • Crude petroleum & natural gas • Delaware
ARTICLE IStock Purchase Agreement • March 22nd, 2000 • North Coast Energy Inc / De/ • Crude petroleum & natural gas • Ohio
ARTICLE I.Credit Agreement • March 26th, 2003 • North Coast Energy Inc / De/ • Crude petroleum & natural gas • Texas
Exhibit 10.13 Execution Version =============================================== ================================= CREDIT AGREEMENT NORTH COAST ENERGY, INC.Credit Agreement • June 29th, 1999 • North Coast Energy Inc / De/ • Crude petroleum & natural gas • New York
ARTICLE ICredit Agreement • February 14th, 1997 • North Coast Energy Inc / De/ • Crude petroleum & natural gas • Texas
AGREEMENTAgreement • February 14th, 2001 • North Coast Energy Inc / De/ • Crude petroleum & natural gas • Ohio
AGREEMENTAgreement • June 29th, 1999 • North Coast Energy Inc / De/ • Crude petroleum & natural gas • Ohio
Exhibit 10.32 [NORTH COAST LETTERHEAD] FORM OF CHANGE IN CONTROL PROTECTION AGREEMENTControl Protection Agreement • May 9th, 2003 • North Coast Energy Inc / De/ • Crude petroleum & natural gas • Ohio
November 26, 2003 North Coast Energy, Inc. 1993 Case Parkway Twinsburg, OH 44087-2343 Attn: Gordon O. Yonel Dear Mr. Yonel:North Coast Energy Inc / De/ • December 5th, 2003 • Crude petroleum & natural gas • Delaware
Reference is hereby made to (i) that Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), between EXCO Resources, Inc., a Texas corporation ("Parent"), NCE Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Purchaser"), North Coast Energy, Inc., a Delaware corporation, and, solely with respect to Section 6.11 thereof, NUON Energy and Water Investments, Inc., a Delaware corporation ("NUON Investments"). Capitalized terms used but not defined in this letter shall have the meanings given to such terms in the Merger Agreement.
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 20th, 2004 • North Coast Energy Inc / De/ • Crude petroleum & natural gas
THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to as the "Amendment") executed as of the 31st day of March, 2004, by and among ADDISON ENERGY INC., an Alberta, Canada corporation (the "Borrower"), BANK ONE, NA, CANADA BRANCH, a national banking association ("Bank One"), each of the financial institutions which is a party hereto (as evidenced by the signature pages to this Amendment) or which may from time to time become a party hereto pursuant to the provisions of Section 28 of the Third Amended and Restated Credit Agreement or any successor or assignee thereof (hereinafter collectively referred to as "Lenders", and individually, "Lender"), Bank One, as Administrative Agent ("Agent"), BNP PARIBAS (CANADA), as Syndication Agent, THE BANK OF NOVA SCOTIA, as Co-Documentation Agent and THE TORONTO-DOMINION BANK, as Co-Documentation Agent. Capitalized terms used but not defined in this Amendment have the meanings assigned to such terms in that cert
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT TO ISSUANCE OF ADDITIONAL SENIOR NOTESNorth Coast Energy Inc / De/ • April 20th, 2004 • Crude petroleum & natural gas
THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT TO ISSUANCE OF ADDITIONAL SENIOR NOTES (hereinafter referred to as this "Second Amendment") executed as of the 31st day of March, 2004, by and among ADDISON ENERGY INC., an Alberta, Canada corporation (the "Borrower"), BANK ONE, NA, CANADA BRANCH, a national banking association ("Bank One"), each of the financial institutions which is a party hereto (as evidenced by the signature pages to this Second Amendment) or which may from time to time become a party hereto pursuant to the provisions of Section 28 of the Credit Agreement (hereinafter defined) or any successor or assignee thereof (hereinafter collectively referred to as "Lenders", and individually, "Lender"), Bank One, as Administrative Agent ("Agent"), BNP PARIBAS (CANADA), as Syndication Agent, THE BANK OF NOVA SCOTIA, as Co-Documentation Agent and THE TORONTO-DOMINION BANK, as Co-Documentation Agent.
1 Exhibit 10.17 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (herein called this "Amendment") made as of September 2, 1998 by and between North Coast Energy, Inc., a Delaware corporation ("Borrower"), and ING (U.S.)...Credit Agreement • June 29th, 1999 • North Coast Energy Inc / De/ • Crude petroleum & natural gas • New York
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 20th, 2004 • North Coast Energy Inc / De/ • Crude petroleum & natural gas
This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to as the "Amendment") executed as of the 31st day of March, 2004, by and among EXCO RESOURCES, INC., a Texas corporation (the "Company"), EXCO OPERATING, LP, a Delaware limited partnership ("Operating"), NORTH COAST ENERGY, INC., a Delaware corporation ("North Coast") and NORTH COAST ENERGY EASTERN, INC., a Delaware corporation ("North Coast Eastern"; together with the Company, Operating and North Coast, the "Borrowers"), BANK ONE, NA, a national banking association ("Bank One"), each of the financial institutions which is a party hereto (as evidenced by the signature pages to this Amendment) or which may from time to time become a party hereto pursuant to the provisions of Section 28 of the Third Amended and Restated Credit Agreement or any successor or assignee thereof (hereinafter collectively referred to as "Lenders", and individually, "Lender"), Bank One, as Administrative Agent ("Agent"), B
1 Exhibit 4.2 THIS NON-NEGOTIABLE SUBORDINATED CONVERTIBLE PROMISSORY NOTE (THIS "NOTE") AND THE INDEBTEDNESS EVIDENCED HEREBY, AND THE EXERCISE OF RIGHTS AND REMEDIES HEREUNDER, ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT...North Coast Energy Inc / De/ • March 22nd, 2000 • Crude petroleum & natural gas • New York
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT TO ISSUANCE OF ADDITIONAL SENIOR NOTESNorth Coast Energy Inc / De/ • April 20th, 2004 • Crude petroleum & natural gas
THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT TO ISSUANCE OF ADDITIONAL SENIOR NOTES (hereinafter referred to as this "Second Amendment") executed as of the 31st day of March, 2004, by and among EXCO RESOURCES, INC., a Texas corporation (the "Company"), EXCO OPERATING, LP, a Delaware limited partnership ("Operating"), NORTH COAST ENERGY, INC., a Delaware corporation ("North Coast") and NORTH COAST ENERGY EASTERN, INC., a Delaware corporation ("North Coast Eastern"; together with the Company, Operating and North Coast, the "Borrowers"), BANK ONE, NA, a national banking association ("Bank One"), each of the financial institutions which is a party hereto (as evidenced by the signature pages to this Second Amendment) or which may from time to time become a party hereto pursuant to the provisions of Section 28 of the Credit Agreement (hereinafter defined) or any successor or assignee thereof (hereinafter collectively referred to as "Lenders", and individua
EXCO RESOURCES, INC. 71/4% Senior Notes due 2011 PURCHASE AGREEMENTPurchase Agreement • April 20th, 2004 • North Coast Energy Inc / De/ • Crude petroleum & natural gas • New York
Credit Suisse First Boston LLC Banc One Capital Markets, Inc. c/o Credit Suisse First Boston LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629
