0001193125-03-044019 Sample Contracts

PLAINS EXPLORATION & PRODUCTION COMPANY PLAINS E&P COMPANY Registration Rights Agreement
Registration Rights Agreement • August 29th, 2003 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York

This REGISTRATION RIGHTS AGREEMENT dated May 30, 2003, (the “Agreement”) is entered into by and among Plains Exploration & Production Company, a Delaware corporation (the “Company”) and Plains E&P Company, a Delaware corporation (collectively with the Company, the “Issuers”), Arguello Inc., a Delaware corporation, Plains Illinois Inc., a Delaware corporation, Plains Resources International Inc., a Delaware corporation PMCT Inc., a Delaware corporation and PXP Gulf Coast Inc. (together, the “Guarantors”), and J.P. Morgan Securities Inc. (the “Initial Purchaser”).

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PLAINS EXPLORATION & PRODUCTION COMPANY PLAINS E&P COMPANY
Purchase Agreement • August 29th, 2003 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York

Plains Exploration & Production Company, a Delaware corporation (the “Company”) and Plains E&P Company, a Delaware corporation (collectively with the Company, the “Issuers”), propose to issue and sell to you, as the initial purchaser, (the “Initial Purchaser”), $75,000,000 principal amount of their 8.75% Senior Subordinated Notes due 2012 (the “Securities”), for which the Issuers are joint and several obligors. The Securities will be issued pursuant to an Indenture dated as of July 3, 2002 among the Issuers, Arguello Inc., a Delaware corporation, Plains Illinois Inc., a Delaware corporation, Plains Resources International Inc., a Delaware corporation and PMCT Inc., a Delaware corporation (the “Original Guarantors”), and JPMorgan Chase Bank, as trustee (the “Trustee”), as amended and supplemented by a First Supplemental Indenture dated March 31, 2003 among the Issuers, the Original Guarantors, PXP Gulf Coast Inc., a Delaware corporation (together with the Original Guarantors, the “Guara

EXTENSION OF TERM OF PLAINS RESOURCES INC. TRANSITION SERVICES AGREEMENT
Transition Services Agreement • August 29th, 2003 • Plains Exploration & Production Co • Crude petroleum & natural gas • Texas

This Extension of Term of Plains Resources Inc. Transition Services Agreement (this “Agreement”) is entered into by Plains Resources Inc., a Delaware corporation (“Plains”), and Plains Exploration & Production Company, a Delaware corporation (f/k/a Plains Exploration & Production Company, L.P., a California limited partnership, and Plains Exploration & Production Company, L.P., a Delaware limited partnership) (“Spinco” and along with Plains, the “Parties”), effective as of June 8, 2003. Undefined capitalized terms are defined in the PLX Transition Services Agreement (defined below).

EXTENSION OF TERM OF PLAINS EXPLORATION & PRODUCTION COMPANY, L.P. TRANSITION SERVICES AGREEMENT
Transition Services Agreement • August 29th, 2003 • Plains Exploration & Production Co • Crude petroleum & natural gas • Texas

This Extension of Term of Plains Exploration & Production Company, L.P. Transition Services Agreement (this “Extension”), is entered into by Plains Resources Inc., a Delaware corporation (“Plains”), and Plains Exploration & Production Company, a Delaware corporation (f/k/a Plains Exploration & Production Company, L.P., a California limited partnership, and Plains Exploration & Production Company, L.P., a Delaware limited partnership) (“Plains Exploration” and along with Plains, the “Parties”), effective as of June 16, 2003. Undefined capitalized terms are defined in the Agreement (defined below).

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