STOCK TENDER AGREEMENTStock Tender Agreement • December 5th, 2003 • Nce Acquisition Inc • Crude petroleum & natural gas • Delaware
THIS STOCK TENDER AGREEMENT (this "Agreement"), is entered into as of , 2003 by and among EXCO Resources, Inc., a Texas corporation ("Parent"), and NCE Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Purchaser"), on the one hand, and Nuon Energy & Water Investments, Inc. ("Stockholder"), an approximately 85.6% stockholder of North Coast Energy, Inc., a Delaware corporation (the "Company"), on the other hand. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
Unconditional Guaranty AgreementUnconditional Guaranty Agreement • December 5th, 2003 • Nce Acquisition Inc • Crude petroleum & natural gas • Delaware
This Unconditional Guaranty Agreement (this "Agreement") is entered into as of by and between EXCO Resources, Inc., a Texas Corporation ("EXCO"), and n.v. Nuon, a Dutch company with limited liability ("Nuon"). EXCO and Nuon are hereinafter sometimes referred to individually as a "Party" and jointly as the "Parties."
ESCROW AGREEMENT among NUON ENERGY & WATER INVESTMENTS, INC. EXCO RESOURCES, INC. and CITIBANK, N.A. Dated as of December , 2003Escrow Agreement • December 5th, 2003 • Nce Acquisition Inc • Crude petroleum & natural gas • New York
WHEREAS, the Parties are parties to that certain Agreement and Plan of Merger, dated as of November 26, among the Parties, NCE Acquisition, Inc. ("Purchaser") and North Coast Energy, Inc., as amended and restated on December 4, 2003 (the "Merger Agreement") (terms used in this Agreement but not defined in this Agreement shall have the meaning given to such terms in the Merger Agreement); and
WARRANT RELINQUISHMENT AND RELEASE AGREEMENTWarrant Relinquishment and Release Agreement • December 5th, 2003 • Nce Acquisition Inc • Crude petroleum & natural gas • Ohio
THIS WARRANT RELINQUISHMENT AND RELEASE AGREEMENT, dated this day of , 2003 (this "Release"), is made and entered into by and between North Coast Energy, Inc., a Delaware corporation ("North Coast"), and , a resident of , ("Holder").
SURRENDER AGREEMENTSurrender Agreement • December 5th, 2003 • Nce Acquisition Inc • Crude petroleum & natural gas • Delaware
This Surrender Agreement (this "Agreement") is made as of this day of , 2003 by and between North Coast Energy, Inc., a Delaware corporation (the "Company"), and , a holder of options to purchase shares of the Company's common stock (the "Optionee").
