0001104659-06-049593 Sample Contracts

Purchase Agreement
Purchase Agreement • July 28th, 2006 • Pogo Producing Co • Crude petroleum & natural gas • New York

Pogo Producing Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”) an aggregate of $450,000,000 principal amount of the notes specified above (the “Notes”). The Notes will be issued under the Indenture to be dated as of June 6, 2006 (the “Indenture”) between the Company and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”).

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AGREEMENT AND PLAN OF MERGER by and among
Agreement and Plan of Merger • July 28th, 2006 • Pogo Producing Co • Crude petroleum & natural gas • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of April 13, 2006, by and among LATIGO PETROLEUM, INC., a Delaware corporation (the “Company”), POGO PRODUCING COMPANY, a Delaware corporation (“Purchaser”), and POGO MERGER SUB 1, INC., a Delaware corporation (“Merger Subsidiary”).

PURCHASE AND SALE AGREEMENT BY AND BETWEEN POGO PRODUCING COMPANY, AS SELLER, AND MITENERGY UPSTREAM LLC, AS BUYER
Purchase and Sale Agreement • July 28th, 2006 • Pogo Producing Co • Crude petroleum & natural gas • Texas

This Purchase and Sale Agreement (this “Agreement”) is made as of April 20, 2006, by and among Pogo Producing Company, a Delaware corporation (“Seller”) and MitEnergy Upstream LLC, a Delaware limited liability company (“Buyer”).

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