FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.2

EXECUTION VERSION

FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER

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.

RECITALS

WHEREAS, the parties hereto wish to amend the definition of “Subsidiaries” in order to reflect the creation of a new subsidiary of the Company (as contemplated by Section 6.3 of the Merger Agreement) and to amend certain provisions of and Schedules to the Merger Agreement as more particularly described below.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein and in the Merger Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, hereby agree as follows:

ARTICLE I
THE AMENDMENT

Section 1.1             Acknowledgment of August 16 th  Amendment to Company Schedule 4.11 and Company Schedule 4.15(A) .  The parties hereto acknowledge that each of Company Schedule 4.11 and Company Schedule 4.15(A) were amended and supplemented by PFC pursuant to Section 7.4 of the Merger Agreement on August 16, 2006 (the “ August 16 th  Amendment ”).  A copy of the August 16 th  Amendment is set forth in its entirety on Exhibit A hereto.

Section 1.2             Acknowledgment of September 5 th  Amendment to Company Schedule 4.11 .  The parties hereto acknowledge that Company Schedule 4.11 was amended and supplemented by PFC pursuant to Section 7.4 of the Merger Agreement on September 5, 2006 (the “ September 5 th  Amendment ”).  A copy of the September 5 th  Amendment is set forth in its entirety on Exhibit B hereto.

Section 1.3             Definition of Subsidiaries and Amendment of Schedules .

(A)          Recital L of the Merger Agreement is hereby deleted.

(B)           Section 12.1 of the Merger Agreement is amended to add the following defined term:

“Vaughan DE” means Vaughan Delaware, LLC, a Delaware limited liability company formed by Vaughan by the filing of a Certificate of Formation with the Delaware Secretary of State on September 25, 2006, in connection with the transaction contemplated in Section 6.3.

(C)           The definition of the term “Subsidiaries” in Section 12.1 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“Subsidiaries” means the Operating Companies, Vaughan and Vaughan DE.

(D)          To reflect additional matters required to be set forth on supplements to Company Schedules, Company Schedule 4.5(B) , Company Schedule 4.6(B) , Company Schedule 4.6(C)(2) , Company Schedule 4.11 , Company Schedule 4.14 , Company Schedule 4.15(A) , Company Schedule 4.15(B) , Company Schedule 4.21 , Company Schedule 4.23 and Company Schedule 7.5 are hereby amended and restated as set forth on Exhibit C , Exhibit D , Exhibit E , Exhibit F , Exhibit G , Exhibit H , Exhibit I , Exhibit J , Exhibit K and Exhibit L respectively, attached hereto.

(E)           The parties hereto acknowledge and agree that none of the Company or any of the Subsidiaries own the Well Hinson 1BP, Waskom Field, Harrison County, Texas and all references and information related thereto on Company Schedule 4.17(F), Part I , Company Schedule 4.17(F), Part II and Company Schedule 4.19 are hereby deleted.

Section 1.4             Amendment to Section 1.3 of the Merger Agreement .  Section 1.3 of the Merger Agreement is hereby amended by deleting the amount “$1,195,000,000” and replacing it with the amount “$1,159,774,660.”

Section 1.5             Addition of Schedule 7.7(C)(3) .  Pursuant to Section 7.7(C)(3) of the Merger Agreement, Schedule 7.7(C)(3) has been agreed to and adopted by Buyer and PFC in the form attached as Exhibit M hereto.

Section 1.6             Amendment and Restatement of Buyer Schedule 8.1(F)(3) .  Buyer Schedule 8.1(F)(3) is hereby amended and restated in its entirety to read as set forth on Exhibit N hereto.

Section 1.7             Amendment and Restatement of Section 8.1(G)(2) of the Merger Agreement .  Section 8.1(G)(2) is hereby amen