Exhibit 4.3


 


Pogo
Producing Company


 


$300,000,000
Principal Amount of

6.625% Senior Subordinated Notes due 2015


 










 


Exchange
and Registration Rights Agreement


 


March 29, 2005


 


Goldman, Sachs & Co.,

  As representative of the several Purchasers

  named in Schedule I to the Purchase Agreement

85 Broad Street

New York, New York 10004


 


Ladies and Gentlemen:


 


Pogo Producing Company, a Delaware
corporation (the “Company”), proposes to issue and sell to the Purchasers (as
defined herein) upon the terms set forth in the Purchase Agreement (as defined
herein) $300,000,000 principal amount of its 6.625% Senior Subordinated Notes
due 2015.


 


As an inducement to the Purchasers to enter
into the Purchase Agreement and in satisfaction of a condition to the
obligations of the Purchasers thereunder, the Company agrees with the
Purchasers for the benefit of holders (as defined herein) from time to time of
the Registrable Securities (as defined herein) as follows:


 


1.                                      Certain
Definitions.  For purposes of this
Exchange and Registration Rights Agreement, the following terms shall have the
following respective meanings:


 


“Base
Interest” shall mean the interest that would otherwise accrue on the
Securities under the terms thereof and the Indenture, without giving effect to
the provisions of this Agreement.


 


The term “broker-dealer”
shall mean any broker or dealer registered with the Commission under the
Exchange Act.


 


“Closing
Date” shall mean the date on which the Securities are initially
issued.


 


“Commission”
shall mean the United States Securities and Exchange Commission, or any other
federal agency at the time administering the Exchange Act or the Securities
Act, whichever is the relevant statute for the particular purpose.


 


“DTC”
shall mean The Depository Trust Company.


 


“Effective
Time,” in the case of (i) an Exchange Registration, shall mean
the time and date as of which the Commission declares the Exchange Registration
Statement effective or as of which the Exchange Registration Statement
otherwise becomes effective and (ii) a Shelf


 





















 


Registration, shall mean the time and date as of which the Commission
declares the Shelf Registration Statement effective or as of which the Shelf
Registration Statement otherwise becomes effective.


 


“Electing
Holder” shall mean any holder of Registrable Securities that has
returned a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(d)(ii) or 3(d)(iii) hereof.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, or any
successor thereto, as the same shall be amended from time to time.


 


“Exchange
Offer” shall have the meaning assigned thereto in Section 2(a) hereof.


 


“Exchange
Registration” shall have the meaning assigned thereto in Section 3(c) hereof.


 


“Exchange
Registration Statement” shall have the meaning assigned thereto in Section 2(a) hereof.


 


“Exchange
Securities” shall have the meaning assigned thereto in Section 2(a) hereof.


 


The term “holder”
shall mean each of the Purchasers and other persons who acquire Registrable
Securities from time to time (including any successors or assigns), in each
case for so long as such person owns any Registrable Securities.


 


“Indenture”
shall mean the Indenture, dated as of March 29, 2005, between the Company
and The Bank of New York Trust Company, N.A., as Trustee, as the same shall be
amended from time to time.


 


“Notice
and Questionnaire” means a Notice of Registration Statement and
Selling Securityholder Questionnaire substantially in the form of Exhibit A
hereto.


 


The term “person”
shall mean a corporation, association, partnership, organization, business,
individual, government or political subdivision thereof or governmental agency.


 


“Purchase
Agreement” shall mean the Purchase Agreement, dated March 23,
2005, between the Purchasers and the Company relating to the Securities.


 


“Purchasers”
shall mean the Purchasers named in Schedule I to the Purchase Agreement.


 


“Registrable
Securities” shall mean the Securities; provided, however, that a
Security shall cease to be a Registrable Security when (i) in the
circumstances contemplated by Section 2(a) hereof, the Security has
been exchanged for an Exchange Security in an Exchange Offer as contemplated in
Section 2(a) hereof (provided that
any Exchange Security that, pursuant to the last two sentences of Section 2(a),
is included in a prospectus for use in connection with resales by
broker-dealers shall be deemed to be a Registrable Security with respect to
Sections 5, 6 and 9 until termination of the Resale Period; (ii) in
the circumstances contemplated by Section 2(b) hereof, a Shelf
Registration Statement registering such Security under the Securities Act has
been declared or becomes effective and such Security has been sold or otherwise
transferred by the holder thereof pursuant to and in a manner contemplated by
such effective Shelf Registration Statement; (iii) such Security is sold
pursuant to Rule 144


 


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under circumstances in which any legend borne by such Security relating
to restrictions on transferability thereof, under the Securities Act or
otherwise, is removed by the Company or pursuant to the Indenture; (iv) such
Security is eligible to be sold pursuant to paragraph (k) of Rule 144; or (v) such
Security shall cease to be outstanding.


 


“Registration
Default” shall have the meaning assigned thereto in Section 2(c) hereof.


 


“Registration
Expenses” shall have the meaning assigned thereto in Section 4
hereof.


 


“Resale
Period” shall have the meaning assigned thereto in Section 2(a) hereof.


 


“Restricted
Holder” shall mean (i) a holder that is an affiliate of the
Company within the meaning of Rule 405, (ii) a holder who acquires
Exchange Securities outside the ordinary course of such holder’s business, (iii) a
holder who has arrangements or understandings with any person to participate in
the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a
holder that is a broker-dealer, but only with respect to Exchange Securities
received by such broker-dealer pursuant to an Exchange Offer in exchange for
Registrable Securities acquired by the broker-dealer directly from the Company.


 


“Rule 144,”
“Rule 405” and “Rule 415” shall mean, in each case,
such rule promulgated under the Securities Act (or any successor
provision), as the same shall be amended from time to time.


 


“Securities”
shall mean the Company’s 6.625% Senior Subordinated Notes due 2015 to be issued
and sold to the Purchasers and securities issued in exchange therefor or in
lieu thereof pursuant to the Indenture.


 


“Securities
Act” shall mean the Securities Act of 1933, or any successor
thereto, as the same shall be amended from time to time.


 


“Shelf
Registration” shall have the meaning assigned thereto in Section 2(b) hereof.


 


“Shelf
Registration Statement” shall have the meaning assigned thereto in Section 2(b) hereof.


 


“Special
Interest” shall have the meaning assigned thereto in Section 2(c) hereof.


 


“Suspension
Period” shall have the meaning assigned thereto in Section 3(h) hereof.


 


“Trust
Indenture Act” shall mean the Trust Indenture Act of 1939, or any
successor thereto, and the rules, regulations and forms promulgated thereunder,
all as the same shall be amended from time to time.


 


“Trustee”
shall mean The Bank of New York Trust Company, N.A.


 


Unless the context otherwise requires, any
reference herein to a “Section” or “clause” refers to a Section or clause,
as the case may be, of this Exchange and Registration Rights Agreement, and the
words “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Exchange and Registration Rights Agreement as a whole and not to
any particular Section or other subdivision.


 


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All references to “$” shall refer to the
lawful currency of the Unites States of America.


 


2.                                      Registration
Under the Securities Act.


 


(a)                                  Except as set forth
in Section 2(b) below, the Company agrees to file under the
Securities Act, no later than 90 days after the Closing Date, a registration
statement relating to an offer to exchange (such registration statement, the “Exchange
Registration Statement”, and such offer, the “Exchange Offer”) any and all of
the Securities for a like aggregate principal amount of debt securities issued
by the Company, which debt securities are substantially identical to the
Securities (and are entitled to the benefits of a trust indenture which is
substantially identical to the Indenture or is the Indenture and which has been
qualified under the Trust Indenture Act), except that they have been registered
pursuant to an effective registration statement under the Securities Act and do
not contain provisions for the additional interest contemplated in Section 2(c) below
(such new debt securities hereinafter called “Exchange Securities”).  The Company agrees to use its reasonable best
efforts to cause the Exchange Registration Statement to become effective under
the Securities Act no later than 180 days after the Closing Date.  The Exchange Offer will be registered under
the Securities Act on the appropriate form and will comply with all applicable
tender offer rules and regulations under the Exchange Act.  The Company further agrees to use its
reasonable best efforts to commence and complete the Exchange Offer no later
than 45 days after such registration statement has become effective, hold the
Exchange Offer open for at least 30 days and exchange the Exchange Securities
for all Registrable Securities that may legally be exchanged in the Exchange
Offer and that have been properly tendered and not withdrawn on or prior to the
expiration of the Exchange Offer. The Exchange Offer will be deemed to have
been “completed” only if the debt securities received by holders other than
Restricted Holders in the Exchange Offer for Registrable Securities are, upon
receipt, transferable by each such holder without restriction under the
Securities Act (except for the requirement to deliver a prospectus included in
the Exchange Offer Registration Statement applicable to resales by certain
broker-dealers of Exchange Securities received by them pursuant to the Exchange
Offer) and the Exchange Act. The Exchange Offer shall be deemed to have been
completed upon the earlier to occur of (i) the Company having exchanged
the Exchange Securities for all outstanding Registrable Securities pursuant to
the Exchange Offer and (ii) the Company having exchanged, pursuant to the
Exchange Offer, Exchange Securities for all Registrable Securities that may
legally be exchanged in the Exchange Offer and that have been properly tendered
and not withdrawn before the expiration of the Exchange Offer, which shall be
on a date that is at least 30 days following the commencement of the Exchange
Offer. The Company agrees (x) to include in the Exchange Registration Statement
a prospectus for use in any resales by any holder of Exchange Securities that
is a broker-dealer eligible under Commission interpretations as of the date
hereof to use such a prospectus for such resales and (y) to keep such Exchange
Registration Statement effective for a period (the “Resale Period”) beginning when
Exchange Securities are first issued in the Exchange Offer and ending upon the
earlier of the expiration of the 180th day after the Exchange Offer has been
completed or such time as such broker-dealers no longer own any Registrable
Securities.  With respect to such
Exchange Registration Statement, such holders shall have the benefit of the
rights of indemnification and contribution set forth in Sections 6(a),
(c), (d) and (e) hereof.


 


(b)                                 If (i) on or
prior to the time the Exchange Offer is completed existing Commission
interpretations are changed such that the debt securities received by holders
other than Restricted Holders in the Exchange Offer for Registrable Securities
are not or would not be, upon receipt, transferable by each such holder without
restriction under the Securities Act ; (ii)


 


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the Exchange Offer has not been completed within 255 days following the
Closing Date or (iii) the Exchange Offer is not available to any holder of
the Securities because of applicable law or Commission interpretations and,
unless it is a Purchaser, such holder notifies the Company of such
unavailability prior to the 60th day following consummation of the Exchange
Offer, the Company shall, in lieu of (or, in the case of clause (iii), in
addition to) conducting the Exchange Offer contemplated by Section 2(a),
use its reasonable best efforts to file under the Securities Act no later than
the later of 90 days following the Closing Date and 45 days after the time such
obligation to file arises, a “shelf” registration statement providing for the
registration of, and the sale on a continuous or delayed basis by the holders
of, all of the Registrable Securities, pursuant to Rule 415 or any similar
rule that may be adopted by the Commission (such filing, the “Shelf
Registration” and such registration statement, the “Shelf Registration
Statement”).  The Company agrees to use
its reasonable best efforts (x) to cause the Shelf Registration Statement to
become or be declared effective no later than 120 days after such Shelf
Registration Statement is filed and to keep such Shelf Registration Statement
continuously effective for a period ending on the earlier of the second
anniversary of the Effective Time or such time as there are no longer any
Registrable Securities outstanding, provided, however, that no holder shall be
entitled to be named as a selling securityholder in the Shelf Registration
Statement or to use the prospectus forming a part thereof for resales of
Registrable Securities unless such holder is an Electing Holder, and (y) after
the Effective Time of the Shelf Registration Statement, promptly upon the
request of any holder of Registrable Securities that is not then an Electing
Holder, to take any action reasonably necessary to enable such holder to use
the prospectus forming a part thereof for resales of Registrable Securities,
including, without limitation, any action necessary to identify such holder as
a selling securityholder in the Shelf Registration Statement; provided,
however, that nothing in this Clause (y) shall (a) relieve any such holder
of the obligation to return a completed and signed Notice and Questionnaire to
the Company in accordance with Section 3(d)(iii) hereof or (b) in
the case of a Shelf Registration under clause (iii) above, require the
Company to enable any holder not covered by such clause to use such
prospectus.  The Company further agrees
to supplement or make amendments to the Shelf Registration Statement, as and
when required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement or
by the Securities Act or rules and regulations thereunder for shelf
registration, and the Company agrees to furnish to each Electing Holder copies
of any such supplement or amendment prior to its being used or promptly
following its filing with the Commission.


 


(c)                                  In the event that (i) the
Company has not filed the Exchange Registration Statement or Shelf Registration
Statement on or before the date on which such registration statement is
required to be filed pursuant to Section 2(a) or 2(b), respectively,
or (ii) such Exchange Registration Statement or Shelf Registration
Statement has not become effective or been declared effective by the Commission
on or before the date on which such registration statement is required to
become or be declared effective pursuant to Section 2(a) or 2(b),
respectively, or (iii) the Exchange Offer has not been completed within 45
days after the initial effective date of the Exchange Registration Statement
relating to the Exchange Offer (if the Exchange Offer is then required to be
made) or (iv) any Exchange Registration Statement or Shelf Registration
Statement required by Section 2(a) or 2(b) hereof is filed and
declared effective but shall thereafter either be withdrawn by the Company or
shall become subject to an effective stop order issued pursuant to Section 8(d) of
the Securities Act suspending the effectiveness of such registration statement
(except as specifically permitted herein) without being succeeded as promptly
as practicable by an additional registration statement filed and declared
effective (each such event referred to in clauses (i) through (iv), a “Registration


 


5





















 


Default” and each period during which a Registration Default has
occurred and is continuing, a “Registration Default Period”), then, as
liquidated damages for such Registration Default, subject to the provisions of Section 8(b),
special interest (“Special Interest”), in addition to the Base Interest, shall
accrue at a per annum rate of 0.25% for the first 90 days of the Registration
Default Period, at a per annum rate of 0.50% for the second 90 days of the
Registration Default Period, at a per annum rate of 0.75% for the third 90 days
of the Registration Default Period and at a per annum rate of 1.0% thereafter
for the remaining portion of the Registration Default Period.  Following the cure of all Registration
Defaults, the accrual of Special Interest shall cease.


 


(d)                                 The Company shall take
all actions reasonably necessary or advisable to be taken by it to ensure that
the transactions contemplated herein are effected as so contemplated.


 


(e)                                  Any reference herein
to a registration statement as of any time shall be deemed to include any
document incorporated, or deemed to be incorporated, therein by reference as of
such time and any reference herein to any post-effective amendment to a
registration statement as of any time shall be deemed to include any document
incorporated, or deemed to be incorporated, therein by reference as of such
time.


 


3.                                      Registration
Procedures.  If the Company files a
registration statement pursuant to Section 2(a) or Section 2(b),
the following provisions shall apply:


 


(a)                                  At or before the
Effective Time of the Exchange Offer or the Shelf Registration, as the case may
be, the Company shall qualify the Indenture under the Trust Indenture Act.


 


(b)                                 In the event that such
qualification would require the appointment of a new trustee under the
Indenture, the Company shall appoint a new trustee thereunder pursuant to the
applicable provisions of the Indenture.


 


(c)                                  In connection with
the Company’s obligations with respect to the registration of Exchange
Securities as contemplated by Section 2(a) (the “Exchange
Registration”), if applicable, the Company shall:


 


(i)                                     prepare
and file with the Commission no later than 90 days after the Closing Date, an
Exchange Registration Statement on any form which may be utilized by the
Company and which shall permit the Exchange Offer and resales of Exchange
Securities by broker-dealers during the Resale Period to be effected as
contemplated by Section 2(a), and use its reasonable best efforts to cause
such Exchange Registration Statement to become effective no later than 180 days
after the Closing Date;


 


(ii)                                  as
soon as practicable prepare and file with the Commission such amendments and
supplements to such Exchange Registration Statement and the prospectus included
therein as may be necessary to effect and maintain the effectiveness of such
Exchange Registration Statement for the periods and purposes contemplated in Section 2(a) hereof
and as may be required by the applicable rules and regulations of the
Commission and the instructions applicable to the form of such Exchange
Registration Statement, and promptly provide each broker-dealer holding
Exchange Securities with such number of copies of the prospectus included
therein (as then amended or supplemented), in conformity in all material
respects with the requirements of the Securities Act and the Trust Indenture
Act and the rules and


 


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regulations of the Commission thereunder, as
such broker-dealer reasonably may request prior to the expiration of the Resale
Period, for use in connection with resales of Exchange Securities with respect
to which it may use such prospectus;


 


(iii)                               promptly
notify each broker-dealer that has notified the Company in writing that it is a
broker-dealer eligible to participate in the Exchange Offer and that has
requested or received copies of the prospectus included in such registration
statement, and confirm such advice in writing, (A) when such Exchange
Registration Statement or the prospectus included therein or any prospectus
amendment or supplement or post-effective amendment has been filed, and, with
respect to such Exchange Registration Statement or any post-effective
amendment, when the same has become effective, (B) of any comments by the
Commission and by the blue sky or securities commissioner or regulator of any
state with respect thereto or any request by the Commission for amendments or
supplements to such Exchange Registration Statement or prospectus or for
additional information, (C) of the issuance by the Commission of any stop
order suspending the effectiveness of such Exchange Registration Statement or
the initiation or threatening of any proceedings for that purpose, (D) if
at any time during the Resale Period when a prospectus is required to be
delivered under the Securities Act, the Company becomes aware that the
representations and warranties of the Company contemplated by Section 5
cease to be true and correct in all material respects, (E) of the receipt
by the Company of any notification with respect to the suspension of the
qualification of the Exchange Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose, or (F) at
any time during the Resale Period when a prospectus is required to be delivered
under the Securities Act, that such Exchange Registration Statement,
prospectus, prospectus amendment or supplement or post-effective amendment does
not conform in all material respects to the applicable requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations
of the Commission thereunder or contains an untrue statement of a material fact
or omits to state any material fact required to be stated therein or necessary
to make the statements therein not misleading in light of the circumstances
then existing;


 


(iv)                              in
the event that the Company would be required, pursuant to Section 3(c)(iii)(F) above,
to notify any broker-dealers holding Exchange Securities, without unreasonable
delay prepare and furnish to each such holder a reasonable number of copies of
a prospectus supplemented or amended so that, as thereafter delivered to
purchasers of such Exchange Securities during the Resale Period, such
prospectus shall conform in all material respects to the applicable requirements
of the Securities Act and the Trust Indenture Act and the rules and
regulations of the Commission thereunder and shall not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing; and each such broker-dealer agrees
that upon receipt of any notice from the Company pursuant to Section 3(c)(iii)(F) it
shall forthwith discontinue the disposition of Exchange Securities pursuant to
the Exchange Offer Registration Statement applicable to such Exchange
Securities until such broker-dealer shall have received copies of such amended
or supplemented prospectus, and if so directed by the Company, such broker-dealer
shall deliver to the Company (at the Company’s expense) all copies, other than
permanent file copies, then in such broker-dealer’s possession of the
prospectus covering such Exchange Securities at the time of receipt of such
notice;


 


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(v)                                 use
its reasonable best efforts to obtain the withdrawal of any order suspending
the effectiveness of such Exchange Registration Statement or any post-effective
amendment thereto at the earliest practicable date;


 


(vi)                              if
required, use its reasonable best efforts to (A) register or qualify the
Exchange Securities under the securities laws or blue sky laws of such
jurisdictions as are contemplated by Section 2(a) no later than the
commencement of the Exchange Offer, (B) keep such registrations or
qualifications in effect and comply with such laws so as to permit the
continuance of offers, sales and dealings therein in such jurisdictions until
the expiration of the Resale Period and (C) take any and all other actions
as may be reasonably necessary or advisable to enable each broker-dealer
holding Exchange Securities that is eligible to use the prospectus included in
the Exchange Registration Statement in connection with resales thereof to
consummate the disposition thereof in such jurisdictions; provided, however,
that the Company shall not be required for any such purpose to (1) qualify
as a foreign corporation in any jurisdiction wherein it would not otherwise be
required to qualify but for the requirements of this Section 3(c)(vi), (2) consent
to general service of process in any such jurisdiction, qualify as a dealer in
securities in an jurisdiction in which it is not so qualified or subject itself
to taxation in respect of doing business in any jurisdiction in which it is not
otherwise so subject or (3) make any changes to its certificate of
incorporation or bylaws or any agreement between it and its stockholders;


 


(vii)                           use its
reasonable best efforts to obtain the consent or approval of each governmental
agency or authority, whether federal, state or local, which may be required to
effect the Exchange Registration, the Exchange Offer and the offering and sale
of Exchange Securities by broker-dealers that are eligible to use the
prospectus included in the Exchange Registration Statement in connection with
resales thereof during the Resale Period;


 


(viii)                        provide a
CUSIP number for all Exchange Securities, not later than the applicable
Effective Time;


 


(ix)                                comply
with all applicable rules and regulations of the Commission, and make
generally available to the Company’s securityholders as soon as practicable but
no later than 18 months after the effective date of such Exchange Registration
Statement, an earning statement of the Company and its subsidiaries complying
with Section 11(a) of the Securities Act (including, at the option of
the Company, Rule 158 thereunder).


 


(d)                                 In connection with the
Company’s obligations with respect to the Shelf Registration, if applicable,
the Company shall:


 


(i)                                     prepare
and file with the Commission within the time periods specified in and subject
to the terms of Section 2(b), a Shelf Registration Statement on any form
which may be utilized by the Company and which shall register all of the
Registrable Securities for resale by the holders thereof, in accordance with
such method or methods of disposition as may be specified by such of the
holders as, from time to time, may be Electing Holders, and use its reasonable
best efforts to cause such Shelf Registration Statement to become effective within
the time periods specified in Section 2(b);


 


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(ii)                                  not
less than 30 calendar days prior to the Effective Time of the Shelf
Registration Statement, mail the Notice and Questionnaire to the holders of record
of Registrable Securities (or, if the Securities are then in book-entry form,
to all of the direct participants of DTC that DTC identifies to the Company on
a security position listing as holders of the Securities); no holder shall be
entitled to be named as a selling securityholder in the Shelf Registration
Statement as of the Effective Time, and no holder shall be entitled to use the
prospectus forming a part thereof for resales of Registrable Securities at any
time, unless such holder has returned a completed and signed Notice and
Questionnaire to the Company by the deadline for response set forth therein;
provided, however, holders of Registrable Securities shall have at least 28
calendar days from the date on which the Notice and Questionnaire is first
mailed to such holders to return a completed and signed Notice and
Questionnaire to the Company;


 


(iii)                               after
the Effective Time of the Shelf Registration Statement, upon the request of any
holder of Registrable Securities that is not then an Electing Holder, promptly
send a Notice and Questionnaire to such holder; provided, however, that the
Company shall not be required to take any action to name such holder as a
selling securityholder in the Shelf Registration Statement or to enable such
holder to use the prospectus forming a part thereof for resales of Registrable
Securities until such holder has returned a completed and signed Notice and
Questionnaire to the Company and then only if such holder is eligible to be so
named or to use such prospectus pursuant to Section 2(b);


 


(iv)                              as
soon as practicable prepare and file with the Commission such amendments and
supplements to such Shelf Registration Statement and the prospectus included
therein as may be necessary to effect and maintain the effectiveness of such
Shelf Registration Statement for the period specified in Section 2(b) hereof
and as may be required by the applicable rules and regulations of the
Commission and the instructions applicable to the form of such Shelf
Registration Statement, and furnish to the Electing Holders copies of any such
supplement or amendment simultaneously with or prior to its being used or filed
with the Commission;


 


(v)                                 comply
with the provisions of the Securities Act with respect to the disposition of
all of the Registrable Securities covered by such Shelf Registration Statement
in accordance with the intended methods of disposition by the Electing Holders
provided for in such Shelf Registration Statement;


 


(vi)                              provide
(A) the Electing Holders, (B) the underwriters (which term, for
purposes of this Exchange and Registration Rights Agreement, shall include a
person deemed to be an underwriter within the meaning of Section 2(a)(11)
of the Securities Act), if any, thereof, (C) any sales or placement agent
therefor, (D) not more than one counsel for any such underwriter or agent
and (E) not more than one counsel for all the Electing Holders the
opportunity to participate in the preparation of such Shelf Registration
Statement, each prospectus included therein or filed with the Commission and
each amendment or supplement thereto;


 


(vii)                           for a
reasonable period prior to the filing of such Shelf Registration Statement, and
throughout the period specified in Section 2(b), make available at
reasonable times at the Company’s principal place of business or such other
reasonable


 


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place for inspection by the persons referred
to in Section 3(d)(vi) who shall certify to the Company that they
have a current intention to sell the Registrable Securities pursuant to the
Shelf Registration such financial and other information and books and records
of the Company, and cause the officers, employees, counsel and independent
certified public accountants of the Company to respond to such inquiries, as
shall be reasonably necessary, in the judgment of the respective counsel
referred to in such Section, to conduct a reasonable investigation within the
meaning of Section 11 of the Securities Act; provided, however, that each
such party shall be required to maintain in confidence and not to disclose to
any other person any information or records reasonably designated by the
Company as being confidential, until such time as (A) such information
becomes a matter of public record (whether by virtue of its inclusion in such
registration statement or otherwise, but not because of disclosure,
unauthorized by the Company or its representatives, by such person or its
representatives), or (B) such person shall be required so to disclose such
information pursuant to a subpoena or order of any court or other governmental
agency or body having jurisdiction over the matter (subject to the requirements
of such order, and only after such person shall have given the Company prompt
prior written notice of such requirement), or (C) such information is
required to be set forth in such Shelf Registration Statement or the prospectus
included therein or in an amendment to such Shelf Registration Statement or an
amendment or supplement to such prospectus in order that such Shelf Registration
Statement, prospectus, amendment or supplement, as the case may be, complies
with applicable requirements of the federal securities laws and the rules and
regulations of the Commission and does not contain an untrue statement of a
material fact or omit to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading in light of
the circumstances then existing;


 


(viii)                        promptly
notify each of the Electing Holders, any sales or placement agent therefor and
any underwriter thereof (which notification may be made through any managing
underwriter that is a representative of such underwriter for such purpose) and
confirm such advice in writing, (A) when such Shelf Registration Statement
or the prospectus included therein or any prospectus amendment or supplement or
post-effective amendment has been filed, and, with respect to such Shelf
Registration Statement or any post-effective amendment, when the same has
become effective, (B) of any comments by the Commission and by the blue
sky or securities commissioner or regulator of any state with respect thereto
or any request by the Commission for amendments or supplements to such Shelf
Registration Statement or prospectus or for additional information, (C) of
the issuance by the Commission of any stop order suspending the effectiveness
of such Shelf Registration Statement or the initiation or threatening of any
proceedings for that purpose, (D) if at any time when a prospectus is
required to be delivered under the Securities Act, the Company becomes aware
that the representations and warranties of the Company contemplated by Section 3(d)(xvii)
or Section 5 cease to be true and correct in all material respects, (E) of
the receipt by the Company of any notification with respect to the suspension
of the qualification of the Registrable Securities for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose, or (F) if
at any time when a prospectus is required to be delivered under the Securities
Act, that such Shelf Registration Statement, prospectus, prospectus amendment
or supplement or post-effective amendment does not conform in all material
respects to the applicable requirements of the Securities Act and the Trust Indenture
Act and the rules and regulations of the Commission thereunder or contains
an untrue statement of a material fact or omits to state any material fact
required to be


 


10





















 


stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing;


 


(ix)                                use
its reasonable best efforts to obtain the withdrawal of any order suspending
the effectiveness of such registration statement or any post-effective
amendment thereto at the earliest practicable date;


 


(x)                                   if
requested by any managing underwriter or underwriters, any placement or sales
agent or any Electing Holder, promptly incorporate in a prospectus supplement
or post-effective amendment such information as is required by the applicable rules and
regulations of the Commission and as such managing underwriter or underwriters,
such agent or such Electing Holder reasonably specifies should be included
therein relating to the terms of the sale of such Registrable Securities,
including information with respect to the principal amount of Registrable
Securities being sold by such Electing Holder or agent or to any underwriters,
the name and description of such Electing Holder, agent or underwriter, the
offering price of such Registrable Securities and any discount, commission or
other compensation payable in respect thereof, the purchase price being paid
therefor by such underwriters and with respect to any other terms of the
offering of the Registrable Securities to be sold by such Electing Holder or
agent or to such underwriters; and make all required filings of such prospectus
supplement or post-effective amendment promptly after notification of the
matters to be incorporated in such prospectus supplement or post-effective
amendment;


 


(xi)                                furnish
to each Electing Holder, each placement or sales agent, if any, therefor, each
underwriter, if any, thereof and the respective counsel referred to in Section 3(d)(vi) an
executed copy (or, in the case of an Electing Holder, a conformed copy) of such
Shelf Registration Statement, each such amendment and supplement thereto (in
each case excluding all exhibits thereto and documents incorporated by
reference therein unless specifically requested) and such number of copies of
such Shelf Registration Statement (excluding exhibits thereto and documents
incorporated by reference therein unless specifically so requested by such
Electing Holder, agent or underwriter, as the case may be) and of the
prospectus included in such Shelf Registration Statement (including each
preliminary prospectus and any summary prospectus), in conformity in all
material respects with the applicable requirements of the Securities Act and
the Trust Indenture Act and the rules and regulations of the Commission thereunder,
and such other documents, as such Electing Holder, agent, if any, and
underwriter, if any, may reasonably request in order to facilitate the offering
and disposition of the Registrable Securities owned by such Electing Holder,
offered or sold by such agent or underwritten by such underwriter and to permit
such Electing Holder, agent and underwriter to satisfy the prospectus delivery
requirements of the Securities Act; and the Company hereby consents to the use
of such prospectus (including such preliminary and summary prospectus) and any
amendment or supplement thereto by each such Electing Holder and by any such
agent and underwriter, in each case in the form most recently provided to such
person by the Company, in connection with the offering and sale of the
Registrable Securities covered by the prospectus (including such preliminary
and summary prospectus) or any supplement or amendment thereto;


 


(xii)                             use
its reasonable best efforts to (A) register or qualify the Registrable
Securities to be included in such Shelf Registration Statement under such
securities


 


11





















 


laws or blue sky laws of such jurisdictions
as any Electing Holder and each placement or sales agent, if any, therefor and
underwriter, if any, thereof shall reasonably request, (B) keep such
registrations or qualifications in effect and comply with such laws so as to
permit the continuance of offers, sales and dealings therein in such
jurisdictions during the period the Shelf Registration is required to remain
effective under Section 2(b) above and for so long as may be
necessary to enable any such Electing Holder, agent or underwriter to complete
its distribution of Securities pursuant to such Shelf Registration Statement
(so long as such distribution is commenced during the period during which the
Shelf Registration Statement is required to remain effective pursuant to Section 2(b))
and (C) take any and all other actions as may be reasonably necessary or
advisable to enable each such Electing Holder, agent, if any, and underwriter,
if any, to consummate the disposition in such jurisdictions of such Registrable
Securities; provided, however, that the Company shall not be required for any
such purpose to (1) qualify as a foreign corporation in any jurisdiction
wherein it would not otherwise be required to qualify but for the requirements
of this Section 3(d)(xii), (2) consent to general service of process
in any such jurisdiction, qualify as a dealer in securities in an jurisdiction
in which it is not so qualified or subject itself to taxation in respect of
doing business in any jurisdiction in which it is not otherwise so subject or (3) make
any changes to its certificate of incorporation or bylaws or any agreement
between it and its stockholders;


 


(xiii)                          use its
reasonable best efforts to obtain the consent or approval of each governmental
agency or authority, whether federal, state or local, which may be required to
effect the Shelf Registration or the offering or sale in connection therewith
or to enable the selling holder or holders to offer, or to consummate the
disposition of, their Registrable Securities;


 


(xiv)                         unless
any Registrable Securities shall be in book-entry only form, cooperate with the
Electing Holders and the managing underwriters, if any, to facilitate the
timely preparation and delivery of certificates representing Registrable
Securities to be sold, which certificates, if so required by any securities
exchange upon which any Registrable Securities are listed, shall be printed,
lithographed or engraved, or produced by any combination of such methods, on
steel engraved borders, and which certificates shall not bear any restrictive
legends; and, in the case of an underwritten offering, enable such Registrable
Securities to be in such denominations and registered in such names as the
managing underwriters may request at least two business days prior to any sale
of the Registrable Securities;


 


(xv)                            provide
a CUSIP number for all Registrable Securities, not later than the applicable
Effective Time;


 


(xvi)                         enter
into one or more underwriting agreements, engagement letters, agency
agreements, “best efforts” underwriting agreements or similar agreements, as
appropriate, including customary provisions relating to indemnification and
contribution, and take such other actions in connection therewith as any
Electing Holders aggregating at least 20% in aggregate principal amount of the
Registrable Securities at the time outstanding shall request and as are
customarily taken in order to expedite or facilitate the disposition of such
Registrable Securities;


 


12





















 


(xvii)                      whether or
not an agreement of the type referred to in Section 3(d)(xvi) hereof is
entered into and whether or not any portion of the offering contemplated by the
Shelf Registration is an underwritten offering or is made through a placement
or sales agent or any other entity, (A) make such representations and
warranties to the Electing Holders and the placement or sales agent, if any,
therefor and the underwriters, if any, thereof in form, substance and scope as
are customarily made in connection with an offering of debt securities pursuant
to any appropriate agreement or to a registration statement filed on the form
applicable to the Shelf Registration; (B) obtain an opinion or opinions of
counsel of or to the Company in customary form and covering such matters, of
the type customarily covered by such an opinion, as the managing underwriters,
if any, or as any Electing Holders of at least 20% in aggregate principal
amount of the Registrable Securities at the time outstanding may reasonably
request, addressed to such Electing Holder or Electing Holders and the
placement or sales agent, if any, therefor and the underwriters, if any, thereof
and dated the effective date of such Shelf Registration Statement (and if such
Shelf Registration Statement contemplates an underwritten offering of a part or
all of the Registrable Securities, dated the date of the closing under the
underwriting agreement relating thereto) (it being agreed that the matters to
be covered by such opinions shall include the due formation and good standing
of the Company and certain of its subsidiaries; the due authorization,
execution and delivery of the relevant agreement of the type referred to in Section 3(d)(xvi)
hereof; the due authorization, execution, authentication and issuance, and the
validity and enforceability, of the Securities; the absence of material legal
or governmental proceedings involving the Company; the absence of a breach by
the Company or any of its subsidiaries of, or a default under, material
agreements binding upon the Company or any subsidiary of the Company as a
result of the contemplated transaction; the absence of certain governmental
approvals required to be obtained in connection with the Shelf Registration,
the offering and sale of the Registrable Securities, this Exchange and
Registration Rights Agreement or any agreement of the type referred to in Section 3(d)(xvi)
hereof, except such approvals as may be required under state securities or blue
sky laws; the material compliance as to form of such Shelf Registration
Statement and any documents incorporated by reference therein and of the
Indenture with the requirements of the Securities Act and the Trust Indenture
Act and the rules and regulations of the Commission thereunder,
respectively; and, a statement that as of the date of the opinion and of the
Shelf Registration Statement or most recent post-effective amendment thereto,
as the case may be, no facts have come to the attention to such counsel that
would lead such counsel to believe that such Shelf Registration Statement and
the prospectus included therein, as then amended or supplemented, and from the
documents incorporated by reference therein (in each case other than the
financial statements and other financial or reserve information contained
therein) of an untrue statement of a material fact or the omission to state
therein a material fact necessary to make the statements therein not misleading
(in the case of such documents, in the light of the circumstances existing at
the time that such documents were filed with the Commission under the Exchange
Act); provided, however, that such opinions may include customary
qualifications and limitations and shall not be materially more extensive in
scope and content than the opinions of counsel to or of the Company under the
Purchase Agreement); (C) obtain a “cold comfort” letter or letters from
the independent registered public accountants of the Company addressed to the
selling Electing Holders, the placement or sales agent, if any, therefor or the
underwriters, if any, thereof, dated (i) the effective date of such Shelf
Registration Statement and (ii) the effective date of any prospectus
supplement to the prospectus


 


13





















 


included in such Shelf Registration Statement
or post-effective amendment to such Shelf Registration Statement which includes
unaudited or audited financial statements as of a date or for a period
subsequent to that of the latest such statements included in such prospectus
(and, if such Shelf Registration Statement contemplates an underwritten
offering pursuant to any prospectus supplement to the prospectus included in
such Shelf Registration Statement or post-effective amendment to such Shelf
Registration Statement which includes unaudited or audited financial statements
as of a date or for a period subsequent to that of the latest such statements
included in such prospectus, dated the date of the closing under the
underwriting agreement relating thereto), such letter or letters to be in
customary form and covering such matters of the type customarily covered by
letters of such type; (D) deliver such documents and certificates, including
officers’ certificates, as may be reasonably requested by any Electing Holders
of at least 20% in aggregate principal amount of the Registrable Securities at
the time outstanding or the placement or sales agent, if any, therefor and the
managing underwriters, if any, thereof to evidence the accuracy of the
representations and warranties made pursuant to clause (A) above or those
contained in Section 5(a) hereof and the compliance with or
satisfaction of any agreements or conditions contained in the underwriting
agreement or other agreement entered into by the Company; and (E) undertake
such obligations relating to expense reimbursement, indemnification and
contribution as are provided in Section 6 hereof;


 


(xviii)                   notify in
writing each holder of Registrable Securities affected thereby of any proposal
by the Company to amend or waive any provision of this Exchange and
Registration Rights Agreement pursuant to Section 9(h) hereof and of
any amendment or waiver effected pursuant thereto, each of which notices shall
contain the text of the amendment or waiver proposed or effected, as the case
may be;


 


(xix)                           in the
event that any broker-dealer registered under the Exchange Act shall underwrite
any Registrable Securities or participate as a member of an underwriting
syndicate or selling group or “assist in the distribution” (within the meaning
of the Conduct Rules (the “Conduct Rules”) of the National Association of
Securities Dealers, Inc. (“NASD”) or any successor thereto, as amended
from time to time) thereof, whether as a holder of such Registrable Securities
or as an underwriter, a placement or sales agent or a broker or dealer in
respect thereof, or otherwise, assist such broker-dealer in complying with the
requirements of such Conduct Rules, including by (A) if such Conduct Rules shall
so require, engaging a “qualified independent underwriter” (as defined in such
Conduct Rules) to participate in the preparation of the Shelf Registration
Statement relating to such Registrable Securities, to exercise usual standards
of due diligence in respect thereto and, if any portion of the offering
contemplated by such Shelf Registration Statement is an underwritten offering
or is made through a placement or sales agent, to recommend the yield of such
Registrable Securities, (B) indemnifying any such qualified independent
underwriter to the extent of the indemnification of underwriters provided in Section 6
hereof (or to such other customary extent as may be requested by such
underwriter) and (C) providing such information to such broker-dealer as
may be required in order for such broker-dealer to comply with the requirements
of the Conduct Rules; and


 


(xx)                              comply
with all applicable rules and regulations of the Commission, and make
generally available to its securityholders as soon as practicable but in any
event not later than eighteen months after the effective date of such Shelf
Registration


 


14





















 


Statement, an earning statement of the
Company and its subsidiaries complying with Section 11(a) of the
Securities Act (including, at the option of the Company, Rule 158
thereunder).


 


(e)                                  In the event that the
Company would be required, pursuant to Section 3(d)(viii)(F) above,
to notify the Electing Holders, the placement or sales agent, if any, therefor
and the managing underwriters, if any, thereof, the Company shall without
unreasonable delay prepare and furnish to each of the Electing Holders, to each
placement or sales agent, if any, and to each such underwriter, if any, a reasonable
number of copies of a prospectus supplemented or amended so that, as thereafter
delivered to purchasers of Registrable Securities, such prospectus shall
conform in all material respects to the applicable requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations
of the Commission thereunder and shall not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing.  Each
Electing Holder agrees that upon receipt of any notice from the Company
pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder shall
forthwith discontinue the disposition of Registrable Securities pursuant to the
Shelf Registration Statement applicable to such Registrable Securities until
such Electing Holder shall have received copies of such amended or supplemented
prospectus, and if so directed by the Company, such Electing Holder shall deliver
to the Company (at the Company’s expense) all copies, other than permanent file
copies, then in such Electing Holder’s possession of the prospectus covering
such Registrable Securities at the time of receipt of such notice.


 


(f)                                    In the event of a
Shelf Registration, in addition to the information required to be provided by
each Electing Holder in its Notice Questionnaire, the Company may require such
Electing Holder to furnish to the Company such additional information regarding
such Electing Holder and such Electing Holder’s intended method of distribution
of Registrable Securities as may be required in order to comply with the
Securities Act. Each such Electing Holder agrees to notify the Company as
promptly as practicable of any inaccuracy or change in information previously
furnished by such Electing Holder to the Company or of the occurrence of any
event in either case as a result of which any prospectus relating to such Shelf
Registration contains or would contain an untrue statement of a material fact
regarding such Electing Holder or such Electing Holder’s intended method of
disposition of such Registrable Securities or omits to state any material fact
regarding such Electing Holder or such Electing Holder’s intended method of
disposition of such Registrable Securities required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing, and promptly to furnish to the Company any
additional information required to correct and update any previously furnished
information or required so that such prospectus shall not contain, with respect
to such Electing Holder or the disposition of such Registrable Securities, an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing.


 


(g)                                 Until the expiration
of two years after the Closing Date or such earlier time as no Registrable
Securities are outstanding, the Company will not, and will not permit any of
its “affiliates” (as defined in Rule 144) to, resell any of the Securities
which constitute “restricted securities” under Rule 144 that have been
reacquired by any of them except pursuant to an effective registration
statement under the Securities Act.


 


15





















 


(h)                                 Notwithstanding any
provision of this Exchange and Registration Rights Agreement to the contrary,
in the event of a potential acquisition or business combination or other
transaction, business development or event involving the Company that may
require disclosure in an Exchange Registration Statement or a Shelf
Registration Statement, if the Company shall determine in the exercise of its
reasonable judgment that disclosure of such potential acquisition or business
combination or other transaction, business development or event is not in the
best interests of the Company or that obtaining any financial statements
relating to an acquisition or business combination required to be included in
such registration statement would be impracticable, the Company shall have the
right to suspend the effectiveness of such registration statement for no more
than two periods, each of up to 60 consecutive days (each, a “Suspension Period”),
during any 365-day period, provided that no such registration statement may be
suspended for more than an aggregate of 75 days in any 12-month period. In any
such event, the Company shall promptly notify each broker-dealer eligible to
use the prospectus in the Exchange Offer Registration Statement in connection
with resales of Exchange Securities held by it and, if applicable, each
Electing Holder eligible to resell Securities under a Shelf Registration
Statement, of the suspension of the effectiveness of such registration
statement, provided that the Company shall not be required to disclose in such
notice the possible acquisition or business combination or other transaction,
business development or event if it determines in good faith that such
disclosure would not be in the best interests of the Company.  Any Suspension Period shall terminate upon
the later of (i) the abandonment, consummation or termination of such
acquisition or business combination or other transaction, business development
or event or the availability of the required financial statements with respect
to a possible acquisition or business combination and (ii) any required
amendment or supplement to such registration statement, and the Company shall
promptly notify broker-dealers eligible to use the prospectus in the Exchange
Offer Registration Statement in connection with resales of Exchange Securities
held by them and, if applicable, Electing Holders eligible to resell Securities
under a Shelf Registration Statement, that the use of the prospectus contained
in such registration statement, as amended or supplemented, may resume. The
Company shall provide sufficient copies of the most recent version of such
prospectus to broker-dealers holding Exchange Securities eligible to use the
prospectus in the Exchange Offer Registration Statement in connection with
resales of Exchange Securities held by them and, if applicable, Electing
Holders eligible to resell Securities under a Shelf Registration Statement,
promptly upon written request, and in no event later than three business days
after such request.


 


4.                                      Registration
Expenses.  The Company agrees to bear
and to pay or cause to be paid promptly all expenses incident to the Company’s
performance of or compliance with this Exchange and Registration Rights
Agreement, including (a) all Commission and any NASD registration, filing
and review fees and expenses including reasonable fees and disbursements of not
more than one counsel for the placement or sales agent or underwriters in connection
with such registration, filing and review, (b) all fees and expenses in
connection with the qualification of the Securities for offering and sale under
the State securities and blue sky laws referred to in Section 3(d)(xii)
hereof and determination of their eligibility for investment under the laws of
such jurisdictions as any managing underwriters or the Electing Holders may
designate, including any reasonable fees and disbursements of not more than one
counsel for the Electing Holders or underwriters in connection with such
qualification and determination, (c) all expenses relating to the
preparation, printing, production, distribution and reproduction of each
registration statement required to be filed hereunder, each prospectus included
therein or prepared for distribution pursuant hereto, each amendment or
supplement to the foregoing, the expenses of preparing the Securities for
delivery and the expenses of printing or producing any


 


16





















 


underwriting agreements, agreements among underwriters, selling
agreements and blue sky or legal investment memoranda and all other documents
in connection with the offering, sale or delivery of Securities to be disposed
of (including certificates representing the Securities), (d) messenger,
telephone and delivery expenses relating to the offering, sale or delivery of
Securities and the preparation of documents referred in clause (c) above, (e) fees
and expenses of the Trustee under the Indenture, any agent of the Trustee and
any counsel for the Trustee and of any collateral agent or custodian, (f) internal
expenses of the Company (including all salaries and expenses of the Company’s
officers and employees performing legal or accounting duties), (g) fees, disbursements
and expenses of counsel, reservoir engineers and independent certified public
accountants of the Company (including the expenses of any opinions or “cold
comfort” letters required by or incident to such performance and compliance), (h) reasonable
fees, disbursements and expenses of any “qualified independent underwriter”
engaged pursuant to Section 3(d)(xix) hereof and of one counsel for the
Electing Holders retained in connection with a Shelf Registration, as selected
by the Electing Holders of at least a majority in aggregate principal amount of
the Registrable Securities held by Electing Holders (which counsel shall be
reasonably satisfactory to the Company), (i) any fees charged by
securities rating services for rating the Securities, and (j) fees, expenses
and disbursements of any other persons, including special experts, retained by
the Company in connection with such registration (collectively, the “Registration
Expenses”). To the extent that any Registration Expenses are reasonably incurred,
assumed or paid by any holder of Registrable Securities or any placement or
sales agent therefor or underwriter thereof, the Company shall reimburse such
person for the full amount of the Registration Expenses so incurred, assumed or
paid promptly after receipt of a request therefor. Notwithstanding the
foregoing, the holders of the Registrable Securities being registered shall pay
all agency fees and commissions and underwriting discounts and commissions
attributable to the sale of such Registrable Securities and the fees and
disbursements of any counsel or other advisors or experts retained by such
holders (severally or jointly), other than the counsel and experts specifically
referred to above.


 


5.                                      Representations
and Warranties.  The Company represents
and warrants to, and agrees with, each Purchaser and each of the holders from
time to time of Registrable Securities that:


 


(a)                                  Each registration
statement covering Registrable Securities and each prospectus (including any
preliminary or summary prospectus) contained therein or furnished pursuant to Section 3(d) or
Section 3(c) hereof and any further amendments or supplements to any
such registration statement or prospectus, when it becomes effective or is
filed with the Commission, as the case may be, and, in the case of an
underwritten offering of Registrable Securities, at the time of the closing
under the underwriting agreement relating thereto, will conform in all material
respects to the requirements of the Securities Act and the Trust Indenture Act
and the rules and regulations of the Commission thereunder and will not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; and at all times subsequent to the Effective Time when a prospectus
would be required to be delivered under the Securities Act, other than from (i) such
time as a notice has been given to holders of Registrable Securities pursuant
to Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof
until (ii) such time as the Company furnishes an amended or supplemented
prospectus pursuant to Section 3(e) or Section 3(c)(iv) hereof,
each such registration statement, and each prospectus (including any summary
prospectus) contained therein or furnished pursuant to Section 3(d) or
Section 3(c) hereof, as then amended or supplemented, will conform in
all material respects to the requirements of the Securities Act and the Trust
Indenture Act and the rules and regulations of the Commission


 


17





















 


thereunder and will not contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
then existing; provided, however, that this representation and warranty shall
not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by a holder of Registrable
Securities expressly for use therein.


 


(b)                                 Any documents
incorporated by reference in any prospectus referred to in Section 5(a) hereof,
when they become or became effective or are or were filed with the Commission,
as the case may be, will conform or conformed in all material respects to the
requirements of the Securities Act or the Exchange Act, as applicable, and none
of such documents will contain or contained an untrue statement of a material
fact or will omit or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; provided,
however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by a holder of Registrable Securities
expressly for use therein.


 


(c)                                  The compliance by the
Company with all of the provisions of this Exchange and Registration Rights
Agreement and the consummation of the transactions herein contemplated will not
conflict with or result in a breach of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company or any subsidiary
of the Company is a party or by which the Company or any subsidiary of the
Company is bound or to which any of the property or assets of the Company or
any subsidiary of the Company is subject, nor will such action result in any
violation of the provisions of the certificate of incorporation or the bylaws
of the Company or any statute or any order, rule or regulation of any
court or governmental agency or body having jurisdiction over the Company or
any subsidiary of the Company or any of its properties; and no consent,
approval, authorization, order, registration or qualification of or with any
such court or governmental agency or body is required for the consummation by
the Company of the transactions contemplated by this Exchange and Registration
Rights Agreement, except the registration under the Securities Act of the
Securities, qualification of the Indenture under the Trust Indenture Act and
such consents, approvals, authorizations, registrations or qualifications as
may be required under State securities or blue sky laws in connection with the
offering and distribution of the Securities.


 


(d)                                 This Exchange and
Registration Rights Agreement has been duly authorized, executed and delivered
by the Company.


 


6.                                      Indemnification.


 


(a)                                  Indemnification by the Company. The
Company will indemnify and hold harmless each of the holders of Registrable
Securities included in an Exchange Registration Statement, each of the Electing
Holders of Registrable Securities included in a Shelf Registration Statement
and each person who participates as a placement or sales agent or as an
underwriter in any offering or sale of such Registrable Securities against any
losses, claims, damages or liabilities, joint or several, to which such holder,
agent or underwriter may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Exchange Registration Statement


 


18





















 


or Shelf Registration Statement, as the case may be, under which such
Registrable Securities were registered under the Securities Act, or any
preliminary, final or summary prospectus contained therein or furnished by the
Company to any such holder, Electing Holder, agent or underwriter, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse such holder, such Electing Holder, such agent and such underwriter
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however, that the Company shall not be liable to any such
person in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement,
or preliminary, final or summary prospectus, or amendment or supplement
thereto, in reliance upon and in conformity with written information furnished
to the Company by such person expressly for use therein; provided, further,
that the Company shall not be liable for any losses, claims, damages or
liabilities arising out of any offer or sale during any Suspension Period with
respect to which the Company provided notice in accordance with Section 3(h).


 


(b)                                 Indemnification by the Holders and any Agents and
Underwriters. The Company may require, as a condition to including
any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof
and to entering into any underwriting agreement with respect thereto, that the
Company shall have received an undertaking reasonably satisfactory to it from
the Electing Holder of such Registrable Securities and from each underwriter
named in any such underwriting agreement, severally and not jointly, to (i) indemnify
and hold harmless the Company and all other holders of Registrable Securities,
against any losses, claims, damages or liabilities to which the Company or such
other holders of Registrable Securities may become subject, jointly or
severally under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a material
fact contained in such registration statement, or any preliminary, final or
summary prospectus contained therein or furnished by the Company to any such
Electing Holder, agent or underwriter, or any amendment or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by such Electing Holder or underwriter
expressly for use therein, and (ii) reimburse the Company for any legal or
other expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however, that no such Electing Holder shall be required to
undertake liability to any person under this Section 6(b) for any
amounts in excess of the dollar amount of the proceeds to be received by such
Electing Holder from the sale of such Electing Holder’s Registrable Securities
pursuant to such registration.


 


(c)                                  Notices of Claims, Etc. Promptly after
receipt by an indemnified party under subsection (a) or (b) above
of written notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against an indemnifying
party pursuant to the indemnification provisions of or contemplated by this Section 6,
notify such indemnifying party in writing of the commencement of such action;
but the omission so to notify the indemnifying party shall not relieve it from
any liability which it may have to any indemnified


 


19





















 


party otherwise than under the indemnification provisions of or
contemplated by Section 6(a) or 6(b) hereof. In case any such
action shall be brought against any indemnified party and it shall notify an
indemnifying party of the commencement thereof, such indemnifying party shall
be entitled to participate therein and, to the extent that it shall wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party
(who shall not, except with the consent of the indemnified party, be counsel to
the indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, such
indemnifying party shall not be liable to such indemnified party for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof
other than reasonable costs of investigation. 
No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment (i) includes
an unconditional release of the indemnified party from all liability arising
out of such action or claim and (ii) does not include a statement as to or
an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.


 


(d)                                 Contribution. If for any reason the
indemnification provisions contemplated by Section 6(a) or Section 6(b) are
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, claims, damages or liabilities (or actions in respect thereof)
referred to therein, then each indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equitable considerations. The
relative fault of such indemnifying party and indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by such indemnifying party or by
such indemnified party, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The parties hereto agree that it would not be just and equitable if
contributions pursuant to this Section 6(d) were determined by pro
rata allocation (even if the holders or any agents or underwriters or all of
them were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 6(d). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages, or liabilities (or actions in
respect thereof) referred to above shall be deemed to include any legal or
other fees or expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. Notwithstanding
the provisions of this Section 6(d), no holder shall be required to
contribute any amount in excess of the amount by which the dollar amount of the
proceeds received by such holder from the sale of any Registrable Securities
(after deducting any fees, discounts and commissions applicable thereto)
exceeds the amount of any damages which such holder has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission, and no underwriter shall be required to contribute any amount
in excess of the amount by which the total price at which the Registrable
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of


 


20





















 


fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The holders’ and any
underwriters’ obligations in this Section 6(d) to contribute shall be
several in proportion to the principal amount of Registrable Securities
registered or underwritten, as the case may be, by them and not joint.


 


(e)                                  The obligations of
the Company under this Section 6 shall be in addition to any liability
which the Company may otherwise have and shall extend, upon the same terms and
conditions, to each officer, director and partner of each holder, agent and
underwriter and each person, if any, who controls any holder, agent or
underwriter within the meaning of the Securities Act; and the obligations of
the holders and any agents or underwriters contemplated by this Section 6
shall be in addition to any liability which the respective holder, agent or
underwriter may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company (including any person
who, with his consent, is named in any registration statement as about to
become a director of the Company) and to each person, if any, who controls the
Company within the meaning of the Securities Act.


 


7.                                      Underwritten
Offerings.


 


(a)                                  Selection of Underwriters. If any of the
Registrable Securities covered by the Shelf Registration are to be sold
pursuant to an underwritten offering, the managing underwriter or underwriters
thereof shall be designated by Electing Holders holding at least a majority in
aggregate principal amount of the Registrable Securities to be included in such
offering, provided that such designated managing underwriter or underwriters is
or are reasonably acceptable to the Company.


 


(b)                                 Participation by Holders. Each holder of
Registrable Securities hereby agrees with each other such holder that no such
holder may participate in any underwritten offering hereunder unless such
holder (i) agrees to sell such holder’s Registrable Securities on the
basis provided in any underwriting arrangements approved by the persons
entitled hereunder to approve such arrangements and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.


 


8.                                      Rule 144.
The Company covenants to take such action as any holder of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable such holder to sell Registrable Securities without registration under
the Securities Act within the limitations of the exemption provided by Rule 144
under the Securities Act, as such Rule may be amended from time to time,
or any similar or successor rule or regulation hereafter adopted by the
Commission. Upon the request of any holder of Registrable Securities in
connection with that holder’s sale pursuant to Rule 144, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements.


 


9.                                      Miscellaneous.


 


(a)                                  No Inconsistent Agreements.  The Company represents, warrants, covenants
and agrees that it has not granted, and shall not grant, registration rights
with respect to Registrable Securities or any other securities which would be
inconsistent with the terms contained in this Exchange and Registration Rights
Agreement.


 


21





















 


(b)                                 Specific Performance.  The parties hereto acknowledge that there
would be no adequate remedy at law if the Company fails to perform any of its
obligations hereunder and that the Purchasers and the holders from time to time
of the Registrable Securities may be irreparably harmed by any such failure,
and accordingly agree that the Purchasers and such holders, in addition to any
other remedy to which they may be entitled at law or in equity, shall be
entitled to compel specific performance of the obligations of the Company under
this Exchange and Registration Rights Agreement in accordance with the terms
and conditions of this Exchange and Registration Rights Agreement, in any court
of the United States or any State thereof having jurisdiction.


 


(c)                                  Notices. 
All notices, requests, claims, demands, waivers and other communications
hereunder shall be in writing and shall be deemed to have been duly given when
delivered by hand, if delivered personally or by courier, or three days after
being deposited in the mail (registered or certified mail, postage prepaid,
return receipt requested) as follows:


 


(1)                                  if
to a holder, to the address of such holder set forth in the security register
or other records of the Company, or to such other address as the Company or any
such holder may have furnished to the other in writing in accordance herewith,
except that notices of change of address shall be effective only upon receipt.


 


(2)                                  if
to the Company:


 


Pogo Producing
Company


5 Greenway
Plaza, Suite 2700


Houston, Texas
77046


Attention:
General Counsel


 


with a copy
to:


 


Baker Botts
L.L.P.


One Shell
Plaza


Houston,
Texas  77002


Attention:
Stephen Massad


 


(3)                                  if
to the Purchasers:


 


Goldman, Sachs &
Co.


85 Broad
Street


New York, New
York 10004


Attention: Ray
Strong


 


with a copy
to:


 


Vinson &
Elkins L.L.P.


First City
Tower


1001 Fannin, Suite 2300


Houston,
Texas  77002


Attention: T.
Mark Kelly


 


22





















 


(d)                                 Parties in Interest.  All the terms and provisions of this Exchange
and Registration Rights Agreement shall be binding upon, shall inure to the
benefit of and shall be enforceable by the parties hereto and the holders from
time to time of the Registrable Securities and the respective successors and
assigns of the parties hereto and such holders. In the event that any
transferee of any holder of Registrable Securities shall acquire Registrable
Securities, in any manner, whether by gift, bequest, purchase, operation of law
or otherwise, such transferee shall, without any further writing or action of
any kind, be deemed a beneficiary hereof for all purposes and such Registrable
Securities shall be held subject to all of the terms of this Exchange and
Registration Rights Agreement, and by taking and holding such Registrable
Securities such transferee shall be entitled to receive the benefits of, and be
conclusively deemed to have agreed to be bound by all of the applicable terms
and provisions of this Exchange and Registration Rights Agreement. If the
Company shall so request, any such successor, assign or transferee shall agree
in writing to acquire and hold the Registrable Securities subject to all of the
applicable terms hereof.


 


(e)                                  Survival. 
The respective indemnities, agreements, representations, warranties and
each other provision set forth in this Exchange and Registration Rights
Agreement or made pursuant hereto shall remain in full force and effect regardless
of any investigation (or statement as to the results thereof) made by or on
behalf of any holder of Registrable Securities, any director, officer or
partner of such holder, any agent or underwriter or any director, officer or
partner thereof, or any controlling person of any of the foregoing, and shall
survive delivery of and payment for the Registrable Securities pursuant to the
Purchase Agreement and the transfer and registration of Registrable Securities
by such holder and the consummation of an Exchange Offer.


 


(f)                                    Governing Law.  This
Exchange and Registration Rights Agreement shall be governed by and construed
in accordance with the laws of the State of New York.


 


(g)                                 Headings. 
The descriptive headings of the several Sections and paragraphs of this
Exchange and Registration Rights Agreement are inserted for convenience only,
do not constitute a part of this Exchange and Registration Rights Agreement and
shall not affect in any way the meaning or interpretation of this Exchange and
Registration Rights Agreement.


 


(h)                                 Entire Agreement; Amendments.  This Exchange and Registration Rights
Agreement and the other writings referred to herein (including the Indenture
and the form of Securities) or delivered pursuant hereto which form a part
hereof contain the entire understanding of the parties with respect to its
subject matter. This Exchange and Registration Rights Agreement supersedes all
prior agreements and understandings between the parties with respect to their
subject matter. This Exchange and Registration Rights Agreement may be amended
and the observance of any term of this Exchange and Registration Rights
Agreement may be waived (either generally or in a particular instance and
either retroactively or prospectively) only by a written instrument duly
executed by the Company and the holders of at least a majority in aggregate
principal amount of the Registrable Securities at the time outstanding. Each
holder of any Registrable Securities at the time or thereafter outstanding
shall be bound by any amendment or waiver effected pursuant to this Section 9(h),
whether or not any notice, writing or marking indicating such amendment or
waiver appears on such Registrable Securities or is delivered to such holder.


 


(i)                                     Inspection.  For so long as this Exchange and Registration
Rights Agreement shall be in effect, this Exchange and Registration Rights
Agreement and a complete list of the


 


23





















 


names and addresses of all the holders of Registrable Securities shall be
made available for inspection and copying on any business day by any holder of
Registrable Securities for proper purposes only (which shall include any
purpose related to the rights of the holders of Registrable Securities under
the Securities, the Indenture and this Agreement) at the offices of the Company
at the address thereof set forth in Section 9(c) above and at the
office of the Trustee under the Indenture.


 


(j)                                     Counterparts.  This agreement may be executed by the parties
in counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.


 


24





















 


If the foregoing is in accordance with your
understanding, please sign and return to us five counterparts hereof, and upon
the acceptance hereof by you, on behalf of each of the Purchasers, this letter
and such acceptance hereof shall constitute a binding agreement between each of
the Purchasers and the Company.  It is
understood that your acceptance of this letter on behalf of each of the
Purchasers is pursuant to the authority set forth in a form of Agreement among
Purchasers, the form of which shall be submitted to the Company for examination
upon request, but without warranty on your part as to the authority of the
signers thereof.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  Pogo Producing Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James P.
  Ulm, II

  	
   

  
	
   

  	
   

  	
  James P. Ulm, II

  
	
   

  	
   

  	
  Senior Vice President and Chief

  
	
   

  	
   

  	
  Financial Officer

  



 


Accepted as of the date hereof:


Goldman, Sachs & Co.


  As representative of the several Purchasers


 


 


	
  By:

  	
  /s/ Goldman,
  Sachs & Co.

  	
   

  
	
   

  	
  (Goldman, Sachs & Co.)

  



 


25





















 


Exhibit A


 


Pogo Producing Company


 


INSTRUCTION TO
DTC PARTICIPANTS


 


[                 ],
2005


 


URGENT
- IMMEDIATE ATTENTION REQUESTED


 


DEADLINE FOR RESPONSE:  [DATE]*


 


The Depository Trust Company (“DTC”) has identified you as a DTC
Participant through which beneficial interests in Pogo Producing Company (the “Company”)
$300,000,000 principal amount of  6.625%
Senior Subordinated Notes due 2015 (the “Securities”) are held.


 


The Company is in the process of registering the Securities under the
Securities Act of 1933 for resale by the beneficial owners thereof.  In order to have their Securities included in
the registration statement, beneficial owners must complete and return the
enclosed Notice of Registration Statement and Selling Securityholder
Questionnaire.


 


It is important that beneficial owners of the
Securities receive a copy of the enclosed materials as soon as possible
as their rights to have the Securities included in the registration statement
depend upon their returning the Notice and Questionnaire by [Deadline For Response].  Please forward a copy of the enclosed
documents to each beneficial owner that holds interests in the Securities
through you.  If you require more copies
of the enclosed materials or have any questions pertaining to this matter,
please contact Investor Relations, Pogo Producing Company, 5 Greenway Plaza, Suite 2700,
Houston, Texas  77046 (telephone:
713.297.5000).


 


 










*  Not less than 28 calendar days
from date of mailing.


 


A-1





















 


Pogo
Producing Company


 


Notice of Registration
Statement


and


Selling
Securityholder Questionnaire


 


[                 ],
2005


 


Reference is hereby made to the Exchange and Registration Rights
Agreement (the “Exchange and Registration Rights Agreement”) between Pogo
Producing Company (the “Company”) and each of the Purchasers named therein.  Pursuant to the Exchange and Registration
Rights Agreement, the Company has filed with the United States Securities and
Exchange Commission (the “Commission”) a registration statement on Form S-3
(the “Shelf Registration Statement”) for the registration and resale under Rule 415
of the Securities Act of 1933, as amended (the “Securities Act”), of
$300,000,000 principal amount of the Company’s 6.625% Senior Subordinated Notes
due 2015 (the “Securities”).  A copy of
the Exchange and Registration Rights Agreement is attached hereto.  All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Exchange and
Registration Rights Agreement.


 


Each beneficial owner of Registrable Securities (as defined below) is
entitled to have the Registrable Securities beneficially owned by it included
in the Shelf Registration Statement.  In
order to have Registrable Securities included in the Shelf Registration
Statement, this Notice of Registration Statement and Selling Securityholder
Questionnaire (“Notice and Questionnaire”) must be completed, executed and
delivered to the Company’s counsel at the address set forth herein for receipt
ON OR BEFORE [Deadline for Response].  Beneficial owners of Registrable Securities
who do not complete, execute and return this Notice and Questionnaire by such
date (i) will not be named as selling securityholders in the Shelf
Registration Statement and (ii) may not use the Prospectus forming a part
thereof for resales of Registrable Securities.


 


Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and related Prospectus.  Accordingly, holders and beneficial owners of
Registrable Securities are advised to consult their own securities law counsel
regarding the consequences of being named or not being named as a selling
securityholder in the Shelf Registration Statement and related Prospectus.


 


The term “Registrable Securities” is defined in the Exchange and
Registration Rights Agreement.


 


A-2





















 


ELECTION


 


The undersigned holder (the “Selling Securityholder”) of Registrable
Securities hereby elects to include in the Shelf Registration Statement the
Registrable Securities beneficially owned by it and listed below in Item
(3).  The undersigned, by signing and
returning this Notice and Questionnaire, agrees to be bound with respect to
such Registrable Securities by the terms and conditions of this Notice and
Questionnaire and the Exchange and Registration Rights Agreement, including,
without limitation, Section 6 of the Exchange and Registration Rights
Agreement, as if the undersigned Selling Securityholder were an original party
thereto.


 


Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the
Company and Trustee the Notice of Transfer set forth in Appendix A to the
Prospectus and as Exhibit B to the Exchange and Registration Rights
Agreement.


 


The Selling Securityholder hereby provides the following information to
the Company and represents and warrants that such information is accurate and
complete:


 


A-3





















 


QUESTIONNAIRE


 


	
  (1)

  	
  (a)

  	
  Full Legal Name of Selling Securityholder:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Full Legal Name of Registered Holder (if not the same as in (a) above)
  of Registrable Securities Listed in Item (3) below:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Full Legal Name of DTC Participant (if applicable and if not the same
  as (b) above) Through Which Registrable Securities Listed in Item
  (3) below are Held:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (2)

  	
  Address for Notices to Selling Securityholder:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
   

  	
   

  
	
   

  	
  Fax:

  	
   

  	
   

  
	
   

  	
  Contact Person:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (3)

  	
  Beneficial Ownership of Securities:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Except as set forth below in this Item (3), the
  undersigned does not beneficially own any Securities. 

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  Principal amount of Registrable Securities beneficially owned:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP No(s). of such Registrable Securities:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Principal amount of Securities other than Registrable Securities
  beneficially owned:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP No(s). of such other Securities:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Principal amount of Registrable Securities which the undersigned
  wishes to be included in the Shelf Registration 

  
	
   

  	
   

  	
  Statement:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP No(s). of such Registrable Securities to be included in the
  Shelf Registration Statement:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (4)

  	
  Beneficial Ownership of Other Securities of the Company:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except as set forth below in this Item (4), the
  undersigned Selling Securityholder is not the beneficial or registered owner
  of any other securities of the Company, other than the Securities listed
  above in Item (3).

  
															



 


A-4





















 


	
   

  	
   

  	
  State any exceptions here:

  
	
   

  	
   

  	
   

  
	
   

  	
  (5)

  	
  Relationships with the Company:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except as set forth below, neither the
  Selling Securityholder nor any of its affiliates, officers, directors or
  principal equity holders (5% or more) has held any position or office or has
  had any other material relationship with the Company (or its predecessors or
  affiliates) during the past three years.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  State any exceptions here:

  
	
   

  	
   

  	
   

  
	
   

  	
  (6)

  	
  Plan of Distribution:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except as set forth below, the undersigned
  Selling Securityholder intends to distribute the Registrable Securities
  listed above in Item (3) only as follows (if at all):  Such Registrable Securities may be sold
  from time to time directly by the undersigned Selling Securityholder or,
  alternatively, through underwriters, broker-dealers or agents.  Such Registrable Securities may be sold in
  one or more transactions at fixed prices, at prevailing market prices at the
  time of sale, at varying prices determined at the time of sale, or at
  negotiated prices.  Such sales may be
  effected in transactions (which may involve crosses or block transactions) (i) on
  any national securities exchange or quotation service on which the Registered
  Securities may be listed or quoted at the time of sale, (ii) in the
  over-the-counter market, (iii) in transactions otherwise than on such
  exchanges or services or in the over-the-counter market, or (iv) through
  the writing of options.  In connection
  with sales of the Registrable Securities or otherwise, the Selling
  Securityholder may enter into hedging transactions with broker-dealers, which
  may in turn engage in short sales of the Registrable Securities in the course
  of hedging the positions they assume. 
  The Selling Securityholder may also sell Registrable Securities short
  and deliver Registrable Securities to close out such short positions, or loan
  or pledge Registrable Securities to broker-dealers that in turn may sell such
  securities.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  State any exceptions here:

  



 


By signing below, the Selling Securityholder acknowledges that it
understands its obligation to comply, and agrees that it will comply, with the
provisions of the Exchange Act and the rules and regulations thereunder,
particularly Regulation M.


 


In the event that the Selling Securityholder transfers all or any
portion of the Registrable Securities listed in Item (3) above after the
date on which such information is provided to the Company, the Selling
Securityholder agrees to notify the transferee(s) at the time of the transfer
of its rights and obligations under this Notice and Questionnaire and the
Exchange and Registration Rights Agreement.


 


By signing below, the Selling Securityholder consents to the disclosure
of the information contained herein in its answers to Items (1) through (6) above
and the inclusion of such


 


A-5





















 


information in the Shelf Registration Statement and related
Prospectus.  The Selling Securityholder
understands that such information will be relied upon by the Company in
connection with the preparation of the Shelf Registration Statement and related
Prospectus.


 


In accordance with the Selling Securityholder’s obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any
inaccuracies or changes in the information provided herein which may occur
subsequent to the date hereof at any time while the Shelf Registration
Statement remains in effect.  All notices
hereunder and pursuant to the Exchange and Registration Rights Agreement shall
be made in writing, by hand-delivery, first-class mail, or air courier
guaranteeing overnight delivery as follows:


 


(i)                                     To the Company:


 


Pogo Producing
Company


5 Greenway
Plaza, Suite 2700


Houston, Texas
77046


Attention: General
Counsel


 


(ii)                                  with a copy to:


 


Baker Botts
L.L.P.


One Shell
Plaza


Houston,
Texas  77002


Attention:
Stephen Massad


 


Once this Notice and Questionnaire is executed by the Selling
Securityholder and received by the Company’s counsel, the terms of this Notice
and Questionnaire, and the representations and warranties contained herein,
shall be binding on, shall inure to the benefit of and shall be enforceable by
the respective successors, heirs, personal representatives, and assigns of the
Company and the Selling Securityholder (with respect to the Registrable
Securities beneficially owned by such Selling Securityholder and listed in Item
(3) above).  This Agreement shall be
governed in all respects by the laws of the State of New York.


 


A-6





















 


IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.


 


	
  Dated:

  	
   

  	
   

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Selling Securityholder

  
	
  (Print/type full legal name of beneficial
  owner
 of Registrable Securities)

  
				



 


 


	
  By:

  	
   

  	
   

  
	
    Name:

  	
   

  	
   

  
	
    Title:

  	
   

  	
   

  
					



 


PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR
RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE]
TO THE COMPANY’S COUNSEL AT:


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-7





















 


Exhibit B


 


NOTICE OF TRANSFER PURSUANT TO
REGISTRATION STATEMENT


 


The Bank of New York Trust Company, N.A.


Pogo Producing Company


c/o The Bank of New York Trust Company, N.A.


600 Pearl Street, Suite 420


Dallas, Texas  75201


 


Attention:  Trust Officer


 


Re:                               Pogo Producing Company
(the “Company”) $300,000,000 Principal Amount of  6.625% Senior Subordinated Notes due 2015


 


Dear Sirs:


 


Please be advised that                    has
transferred $aggregate principal amount of the above-referenced Notes pursuant
to an effective Registration Statement on Form [     ]
(File No. 333-             )
filed by the Company.


 


We hereby certify that the prospectus delivery requirements, if any, of
the Securities Act of 1933, as amended, have been satisfied and that the
above-named beneficial owner of the Notes is named as a “Selling Holder” in the
Prospectus dated [date] or in
supplements thereto, and that the aggregate principal amount of the Notes
transferred are the Notes listed in such Prospectus opposite such owner’s name.


 


Dated:


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  (Name)

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  (Authorized
  Signature)

  
					



 


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