0001104659-06-064919 Sample Contracts

SENIOR REVOLVING CREDIT AGREEMENT
Senior Revolving Credit Agreement • October 4th, 2006 • Exco Resources Inc • Crude petroleum & natural gas • Texas

SENIOR REVOLVING CREDIT AGREEMENT dated as of October 2, 2006, among EXCO PARTNERS OPERATING PARTNERSHIP, LP, as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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SENIOR TERM CREDIT AGREEMENT dated as of October 2, 2006 among EXCO PARTNERS OPERATING PARTNERSHIP, LP, as Borrower CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent CREDIT...
Senior Term Credit Agreement • October 4th, 2006 • Exco Resources Inc • Crude petroleum & natural gas • New York

SENIOR TERM CREDIT AGREEMENT dated as of October 2, 2006, among EXCO PARTNERS OPERATING PARTNERSHIP, LP, as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Contract
Equity Contribution Agreement • October 4th, 2006 • Exco Resources Inc • Crude petroleum & natural gas • New York

AMENDED AND RESTATED EQUITY CONTRIBUTION AGREEMENT (this “Agreement”), dated as of October 4, 2006, among EXCO RESOURCES, INC., a Texas corporation (the “Equity Contributor”), EXCO PARTNERS OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the “Borrower”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Senior Term Credit Agreement, dated as of October 2, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Guarantors party thereto, the Lenders, certain other entities and the Administrative Agent.

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 4th, 2006 • Exco Resources Inc • Crude petroleum & natural gas • Texas

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of September 28, 2006, by and among PROGRESS FUELS CORPORATION, a Florida corporation (“PFC”), WINCHESTER ENERGY COMPANY, LTD., a Texas limited partnership (the “Company”), WGC HOLDCO, LLC, a Texas limited liability company (“GP”), and WINCHESTER ACQUISITION, LLC, a Delaware limited liability company (“Buyer”), amends that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 22, 2006, by and among PFC, the Company, GP and Buyer. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • October 4th, 2006 • Exco Resources Inc • Crude petroleum & natural gas

FIRST AMENDMENT TO CREDIT AGREEMENT (hereinafter referred to as the “Amendment”) dated as of October 2, 2006, by and among EXCO RESOURCES, INC. (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors (the “Guarantors”), the LENDERS party hereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (“Administrative Agent”). Unless the context otherwise requires or unless otherwise expressly defined herein, capitalized terms used but not defined in this Amendment have the meanings assigned to such terms in the Credit Agreement (as defined below).

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