November 26, 2003 North Coast Energy, Inc. 1993 Case Parkway Twinsburg, OH 44087-2343 Attn: Gordon O. Yonel Dear Mr. Yonel:North Coast Energy Inc / De/ • December 5th, 2003 • Crude petroleum & natural gas • Delaware
Reference is hereby made to (i) that Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), between EXCO Resources, Inc., a Texas corporation ("Parent"), NCE Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Purchaser"), North Coast Energy, Inc., a Delaware corporation, and, solely with respect to Section 6.11 thereof, NUON Energy and Water Investments, Inc., a Delaware corporation ("NUON Investments"). Capitalized terms used but not defined in this letter shall have the meanings given to such terms in the Merger Agreement.
