0001047469-03-041559 Sample Contracts

STOCK TENDER AGREEMENT
Stock Tender Agreement • December 19th, 2003 • Nuon Energy & Water Investments Inc • Crude petroleum & natural gas • Delaware

THIS STOCK TENDER AGREEMENT (this "Agreement"), is entered into as of December 9, 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).

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