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, 2006Merger Agreement • 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”).
