AGREEMENT AND PLAN OF MERGER by and among WINCHESTER ENERGY COMPANY, LTD. PROGRESS FUELS CORPORATION and WGC HOLDCO, LLC and WINCHESTER ACQUISITION, LLC Dated July 22, 2006Agreement and Plan of Merger • July 25th, 2006 • Exco Resources Inc • Crude petroleum & natural gas • Texas
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 22, 2006, is by and between PROGRESS FUELS CORPORATION, a Florida corporation (“PFC”), WINCHESTER ENERGY COMPANY, LTD., a Texas limited partnership (“Company”) and WGC HOLDCO, LLC, a Texas limited liability company, the general partner of Company (“GP”), on the one hand, and WINCHESTER ACQUISITION, LLC, a Delaware limited liability company (“Buyer” which term shall also mean, from and after the Effective Time, the entity surviving the Merger) on the other hand.
PAYMENT PERFORMANCE GUARANTYPayment Performance Guaranty • July 25th, 2006 • Exco Resources Inc • Crude petroleum & natural gas • Texas
This Payment Performance Guaranty (this “Agreement”), dated as of July 22, 2006, is made by and between Progress Fuels Corporation, a Florida corporation (“PFC”) and EXCO Resources, Inc. (the “Guarantor”).
