8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF EARLIEST EVENT REPORTED: March 20, 2006

ATP OIL & GAS CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number: 000-32261

Texas	76-0362774
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4600 Post Oak Place, Suite 200

Houston, Texas 77027

(Address of principal executive offices)

(Zip Code)

(713) 622-3311

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02 — Unregistered Sales of Equity Securities.

On March 20, 2006, ATP Oil & Gas Corporation (the “Company”) entered into a Subscription Agreement for the private placement of 150,000 shares of its 12 ¹/2% series B cumulative perpetual preferred stock, par value, $0.001 per share (the “Preferred Stock”), at a price of $1,000.00 per share. The Preferred Stock is not convertible into the Company’s common stock. Aggregate gross proceeds to the Company were $150.0 million and the Company paid $4.50 million in placement agent commissions. The issuance of the Preferred Stock is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(2) of the Act and Regulation D, Rule 506 promulgated thereunder because the transaction did not involve a public offering and the Preferred Stock was offered and issued only to institutional accredited investors.

Item 9.01. — Financial Statements and Exhibits

(c)	Exhibits
	4.1	Statement of Resolutions Establishing the 12 1/2% Series B Cumulative Perpetual Preferred Stock of ATP Oil & Gas Corporation
	4.2	Form of Subscription Agreement
	99.1	Form of Stock Certificate

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned and thereunto duly authorized.

	ATP Oil & Gas Corporation
Date: March 21, 2006	By:	/s/ Albert L. Reese, Jr.
		Albert L. Reese, Jr.
		Chief Financial Officer

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EX-4.1

Exhibit 4.1

STATEMENT OF RESOLUTIONS ESTABLISHING THE

12 ¹/2% SERIES B CUMULATIVE PERPETUAL PREFERRED STOCK

OF

ATP OIL & GAS CORPORATION

Pursuant to Article 2.13 of the Texas Business Corporation Act, ATP Oil & Gas Corporation, a Texas corporation (the “Corporation”), hereby submits the following statement for the purpose of establishing and designating a series of shares and fixing and determining the relative rights and preferences thereof:

1. The name of the Corporation is ATP Oil & Gas Corporation.

2. The following resolutions, establishing and designating a series of shares and fixing and determining the relative rights and preferences thereof, was duly adopted by the Board of Directors of the Corporation (the “Board of Directors”) as of March 17, 2006:

BE IT RESOLVED, that pursuant to the Restated Articles of Incorporation of the Corporation authorizing the Board of Directors to establish and designate series of the preferred stock, $0.001 par value, of the Corporation (the “Preferred Stock”) and to fix and determine the relative rights and preferences of the shares of any such series, the Corporation hereby provides for the issuance of a series of the Preferred Stock designated as “12 ¹/2% Series B Cumulative Perpetual Preferred Stock” (the “Series B Preferred Stock”), which shall have the following terms:

A. NUMBER OF SHARES. The maximum number of shares of Series B Preferred Stock shall be One Hundred Fifty Thousand (150,000).

B. DEFINITIONS. As used in this resolution (this “Series B Designating Resolution”), the following words and phrases shall have the respective meanings set forth in this paragraph B:

“Accumulated Amount-Series B” means, with respect to Series B Preferred Stock, as of any date (the “Specified Date”), the amount provided below with respect to each $1,000 Initial Series B Liquidation Preference thereof:

(i) If the Specified Date occurs on one of the following dates (each, a “Quarterly Dividend Accrual Date”), the Accumulated Amount-Series B shall equal the amount set forth below for such Quarterly Dividend Accrual Date:

QUARTERLY DIVIDEND ACCRUAL DATE	ACCUMULATED AMOUNT-SERIES B
June 15, 2006	$	1,029.51
September 15, 2006	$	1,061.69
December 15, 2006	$	1,094.86
March 15, 2007	$	1,129.08
June 15, 2007	$	1,164.36
September 15, 2007	$	1,200.75
December 15, 2007	$	1,238.27
March 15, 2008	$	1,276.97
June 15, 2008	$	1,316.87
September 15, 2008	$	1,358.03
December 15, 2008	$	1,400.46
March 15, 2009	$	1,444.23

QUARTERLY DIVIDEND ACCRUAL DATE	ACCUMULATED AMOUNT-SERIES B
June 15, 2009	$	1,489.36
September 15, 2009	$	1,535.90
December 15, 2009	$	1,583.90
March 15, 2010	$	1,633.40
June 15, 2010	$	1,684.44
September 15, 2010	$	1,737.08
December 15, 2010	$	1,791.36
March 15, 2011	$	1,847.34

(ii) if the Specified Date occurs before the first Quarterly Dividend Accrual Date, the Accumulated Amount-Series B shall equal the sum of (a) the Initial Series B Liquidation Preference and (b) an amount equal to the product of (1) the Accumulated Amount-Series B for the first Quarterly Dividend Accrual Date less the Initial Series B Liquidation Preference multiplied by (2) a fraction, the numerator of which is the number of days elapsed from the Series B Issue Date to the Specified Date, using a 360-day year of twelve 30-day months, and the denominator of which is the number of days from the Series B Issue Date to the first Quarterly Dividend Accrual Date, using a 360-day year of twelve 30-day months;

(iii) if the Specified Date occurs between two Quarterly Dividend Accrual Dates, the Accumulated Amount-Series B shall equal the sum of (a) the Accumulated Amount-Series B for the Quarterly Dividend Accrual Date immediately preceding such Specified Date and (b) an amount equal to the product of (1) the Accumulated Amount-Series B for the immediately following Quarterly Dividend Accrual Date less the Accumulated Amount-Series B for the immediately preceding Quarterly Dividend Accrual Date multiplied by (2) a fraction, the numerator of which is the number of days elapsed from the immediately preceding Quarterly Dividend Accrual Date to the Specified Date, using a 360-day year or twelve 30-day months, and the denominator of which is 90; or

(iv) if the Specified Date occurs after the last Quarterly Dividend Accrual Date, the Accumulated Amount-Series B shall equal the Accumulated Amount-Series B as of the last Quarterly Dividend Accrual Date;

provided, however, that (x) at all times on and after the Dividend Payment Date immediately preceding the Cash Payment Date, the Accumulated Amount-Series B shall equal the Accumulated Amount-Series B as of such Dividend Payment Date and (y) if the Applicable Dividend Rate-Series B shall be increased at any time as provided in paragraph D.9 and dividends are not then payable in cash, then, the Accumulated Amount-Series B shall be recalculated, for each Quarterly Dividend Accrual Date that occurs during the period after the date as of which such additional dividends would begin to accrue and until such additional dividends cease to accrue or, if earlier, the Quarterly Dividend Accrual Date immediately preceding the Cash Payment Date, as if dividends with respect to the Series B Preferred Stock had been accruing for the Dividend Period ending on such Quarterly Dividend Accrual Date at the adjusted Applicable Dividend Rate-Series B in accordance with the provisions in paragraph D.9 instead of 12 ¹/2% per annum.

“Applicable Dividend Rate-Series B” shall have the meaning set forth in paragraph D.1.

“Average Life” means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing (i) the sum of the products of the numbers of years from the date of

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determination to the dates of each successive scheduled principal payment of or redemption or similar payment with respect to such Indebtedness multiplied by the amount of such payment; by (ii) the sum of all such payments.

“Business Day” means each day which is not a Legal Holiday.

“Capital Lease Obligations” of any person means the obligations of such person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Payment Date” means the date that is one year and one day after the Maturity Date; provided, however, if the Specified Debt Satisfaction Date occurs earlier than the Maturity Date, then the Cash Payment Date shall be the first date following the Specified Debt Satisfaction Date on which the commencement of the payment of cash dividends on the Series B Preferred Stock would not cause the Series B Preferred Stock to be treated as Disqualified Capital Stock (or an analogous characterization) pursuant to the terms of any then outstanding Indebtedness of the Corporation to the extent such terms were in effect on the Series B Issue Date; provided further, however, that in no event shall the Cash Payment Date be later than April 15, 2011.

“Commodity Hedging Agreement” means a commodity price risk management or purchase agreement or similar arrangement (including commodity price swap agreements, forward agreements or contracts of sale which provide for prepayment for deferred shipment or delivery of oil, gas or other commodities).

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Debt Satisfaction Notice” means a notice mailed to each holder of the Series B Preferred Stock with a copy to the Transfer Agent stating the following: (i) that the Specified Debt Satisfaction Date has occurred and the date thereof; (ii) whether the Corporation has elected to make a Debt Satisfaction Offer; (iii) if the Corporation has elected to make a Debt Satisfaction Offer: (a) that the Corporation shall purchase each holder’s validly tendered shares of Series B Preferred Stock at a purchase price in cash equal to the applicable Debt Satisfaction Offer Purchase Price; (b) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date the Debt Satisfaction Notice is mailed); and (c) the instructions determined by the Corporation, consistent with this definition and paragraph I, that a holder must follow in order to have its Series B Preferred Stock purchased; and (iv) if the Corporation does not elect to make a Debt Satisfaction Offer, that additional dividends shall be payable on the Series B Preferred Stock, and setting forth the relevant facts as to the rate and period for which such additional dividends shall be payable.

“Debt Satisfaction Offer” shall have the meaning set forth in paragraph I.1.

“Debt Satisfaction Offer Default” means the Corporation’s failure to make a Debt Satisfaction Offer following the occurrence of the Specified Debt Satisfaction Date as provided in paragraph I.1.

“Debt Satisfaction Offer Purchase Prices” shall have the meaning set forth in paragraph I.1.

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“Disqualified Capital Stock” means any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event: (i) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, or requires the payment of any cash dividend or any other scheduled payment constituting a return of capital, in each case at any time on or prior to the first anniversary of the Maturity Date; or (ii) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for debt securities prior to the first anniversary of the Maturity Date.

“Dividend Payment Date” means each March 15, June 15, September 15 and December 15 after the Cash Payment Date.

“Dividend Period” means the period commencing on and including a Dividend Payment Date and ending on and including the day immediately preceding the next succeeding Dividend Payment Date, with the exception that the first Dividend Period shall commence on and include the Series B Issue Date and end on and include June 14, 2006.

“Dutch Sector” means the jurisdiction of the Netherlands commonly referred to as the Dutch Sector—North Sea.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity interests in any person.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Rate” means, on any day, with respect to any foreign currency, the noon buying rate in New York City for such foreign currency on such date for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York.

“Existing Term Loan Facility” means the Amended and Restated Credit Agreement dated as of April 14, 2005, among ATP Oil & Gas Corporation, the Lenders named therein and Credit Suisse First Boston, as Administrative Agent and Collateral Agent and Credit Suisse First Boston as Sole Bookrunner, Sole Lead Arranger, Syndication Agent and Documentation Agent, as amended, restated, modified, increased, renewed, refunded, refinanced or replaced (whether or not upon termination and whether with the original agents, lenders or otherwise) but without giving effect to any amendment, restatement, modification, increase, renewal, refunding or replacement that would result in the Maturity Date being later than April 14, 2010, unless the payment of cash dividends on the Series B Preferred Stock, and the purchase or redemption of the Series B Preferred Stock, at the option of the Corporation or otherwise, as provided herein at any time after April 15, 2011 is not prohibited thereunder.

“Existing Term Loans” means the loans made to the Corporation under the Existing Term Loan Facility.

“Fundamental Change” means: (i) the merger or consolidation of the Corporation with or into another person on the merger of another person with or into the Corporation, or the sale of all or substantially all of the assets of the Corporation and its Subsidiaries (determined on a consolidated basis) to another person (other than, in all such cases, a person that is controlled by one or more Management Investors), other than a transaction following which in the case of a merger or consolidation transaction, securities that represented 100% of the voting stock of the Corporation immediately prior to such transaction (or other securities into which such securities

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are converted as part of such merger or consolidation transaction) constitute at least a majority of the voting power of the voting stock of the surviving person in such merger or consolidation transaction; (ii) the Corporation becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) that (a) any “person” or “group” (within the meaning of Rule 13d-5 promulgated under the Exchange Act as such Rule is in effect on the date hereof) other than the Management Investors owns, directly or indirectly, beneficially or of record, shares representing more than 25% of the aggregate ordinary voting power represented by the Corporation’s issued and outstanding capital stock, and the percentage of the aggregate ordinary voting power represented by the shares of the Corporation’s capital stock owned by such person or group exceeds the percentage of the aggregate ordinary voting power represented by the shares of the Corporation’s capital stock owned by the Management Investors, (b) a majority of the seats (other than vacant seats) on the Board of Directors shall at any time be occupied by persons who were neither nominated by the Board of Directors nor appointed by directors so nominated, or (c) any change in control (or similar event, however denominated) with respect to the Corporation or any Subsidiary shall occur under and as defined in any indenture or agreement in respect of Material Indebtedness to which the Corporation or a Subsidiary is a party; or (iii) a Trigger Event caused by the failure by the Corporation or any of its Subsidiaries to cure within 60 days after notice, any breach of its obligations under paragraph K.

“Fundamental Change Notice” means a notice mailed to each holder of the Series B Preferred Stock with a copy to the Transfer Agent stating the following: (i) that a Fundamental Change has occurred and the circumstances and relevant facts and financial information regarding such Fundamental Change; (ii) whether the Corporation has elected to make a Fundamental Change Offer; (iii) if the Corporation has elected to make a Fundamental Change Offer: (a) that the Corporation shall purchase each holder’s validly tendered shares of Series B Preferred Stock at a purchase price in cash equal to the applicable Fundamental Change Offer Purchase Price; (b) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date the Fundamental Change Offer Notice is mailed); and (c) the instructions determined by the Corporation, consistent with this definition and paragraph H, that a holder must follow in order to have its Series B Preferred Stock purchased; and (iv) if the Corporation does not elect to make a Fundamental Change Offer, that additional dividends shall be payable on the Series B Preferred Stock, and setting forth the relevant facts as to the rate and period for which such additional dividends shall be payable.

“Fundamental Change Offer” shall have the meaning set forth in paragraph H.1.

“Fundamental Change Offer Default” means the Corporation’s failure to make a Fundamental Change Offer following the occurrence of a Fundamental Change as provided in paragraph H.1.

“Fundamental Change Offer Purchase Prices” shall have the meaning set forth in paragraph H.1.

“GAAP” means United States generally accepted accounting principles applied on a consistent basis.

“Governmental Authority” means any federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body.

“Guarantee” of or by any person means any obligation, contingent or otherwise, of such person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such person, direct or indirect, (i) to purchase or pay (or advance or

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supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment of such Indebtedness or other obligation or (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation; provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.

“Hedging Agreement” means any Commodity Hedging Agreement, Interest Rate Hedging Agreement or foreign currency exchange agreement or other currency exchange rate hedging arrangement.

“Hydrocarbons” means oil, gas, casinghead gas, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons, all products directly or indirectly refined, separated, settled and dehydrated therefrom, including kerosene, liquefied petroleum gas, refined lubricating oils, diesel fuel, drip gasoline, natural gasoline, helium, sulfur and all other minerals.

“Hydrocarbon Interests” means all rights, titles, interests and estates now owned or hereafter acquired in and to oil and gas leases, leasehold interests and licenses, oil, gas and mineral leases, leasehold interests and licenses, or other liquid or gaseous hydrocarbon licenses, leases, fee mineral interests, term mineral interests, subleases, farm-outs, royalties, overriding royalty and royalty interests, non-consent interests arising out of or pursuant to Oil and Gas Contracts, net profit interests, net revenue interests, oil payments, production payments, production payment interests and similar interests and estates, including all reserved or residual interest of whatever nature and all reversionary or carried interests relating to any of the foregoing.

“Incur” means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Equity Interests of a person existing at the time such person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such person at the time it becomes a Subsidiary.

“Indebtedness” of any person means, without duplication, (i) all obligations of such person for borrowed money or with respect to deposits or advances of any kind, (ii) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (iii) all obligations of such person upon which interest charges are customarily paid, (iv) all obligations of such person under conditional sale or other title retention agreements relating to property or assets purchased by such person, (v) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business), (vi) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (vii) all Guarantees by such person of Indebtedness of others, (viii) all Capital Lease Obligations and Synthetic Lease Obligations of such person, (ix) all obligations of such person as an account party in respect of letters of credit, (x) all obligations of such person in respect of bankers’ acceptances and (xi) the liquidation preference of, and all other obligations of such person in respect of, Disqualified Capital Stock of such person. The Indebtedness of any person shall include the Indebtedness of any partnership in which such person is a general partner.

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“Independent Engineering Firm” means Ryder Scott Company L.P., RSP Troy-Ikoda Limited and/or one or more other independent engineering firms of recognized standing selected by the Corporation on a good faith basis.

“Initial Series B Liquidation Preference” per share of Series B Preferred Stock means $1,000.

“Interest Rate Hedging Agreement” means any interest rate swap, cap or collar agreement or other interest rate protection agreement or interest rate hedging arrangement.

“Junior Stock” means any class of capital stock or series of preferred stock of the Corporation established after the Series B Issue Date the terms of which expressly provide that such class or series ranks junior to the Series B Preferred Stock as to dividend rights or rights upon the Corporation’s liquidation, winding-up or dissolution.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of New York.

“Lien” means, with respect to any asset, (i) any mortgage, deed of trust, lien, pledge, encumbrance, charge or security interest in or on such asset, (ii) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (iii) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Management Investors” means T. Paul Bulmahn, Gerald W. Schlief, Albert L. Reese, Jr., Leland E. Tate, John E. Tschirhart, Keith R. Godwin and Isabel M. Plume.

“Material Indebtedness” means Indebtedness (other than the Existing Term Loans), or obligations in respect of one or more Hedging Agreements, of any one or more of the Corporation and the Subsidiaries in an aggregate principal amount exceeding $5,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Corporation or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Corporation or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.

“Maturity Date” means April 14, 2010, or such earlier date as may be determined to be the final maturity of the Existing Term Loan Facility pursuant to any amendment to such Facility.

“Non-Recourse Purchase Money Indebtedness” means Indebtedness (other than Capital Lease Obligations) of the Corporation or any Subsidiary Incurred in connection with the acquisition by the Corporation or such Subsidiary of assets used in the Oil and Gas Business (including office buildings and other real property used by the Corporation or such Subsidiary in conducting its operations) with respect to which:

(i) the holders of such Indebtedness agree that they shall look solely to the assets so acquired that secure such Indebtedness, and except for the interest of the Corporation or such Subsidiary, neither the Corporation nor any Subsidiary (a) is directly or indirectly liable for such Indebtedness or (b) provides credit support, including any undertaking, Guarantee, agreement or instrument that would constitute Indebtedness (other than the grant of a Lien on such acquired assets); and

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(ii) no default or event of default with respect to such Indebtedness would cause, or permit (after notice or passage of time or otherwise) any holder of any other Indebtedness of the Corporation or a Subsidiary to declare a default or event of default on such other Indebtedness or cause the payment, purchase, redemption, defeasance or other acquisition or retirement for value thereof to be accelerated or payable prior to any scheduled principal payment, scheduled sinking fund payment or maturity.

“Oil and Gas Business” means (i) the acquisition, exploration, exploitation, development, operation and disposition of interests in Oil and Gas Properties and Hydrocarbons; (ii) the gathering, treating, processing, storage and selling of any production from such interests or properties; and (iii) any business directly relating to or arising directly from exploration for, or development, production, treatment, processing, storage or selling of, Hydrocarbons, or that is or necessary or desirable to facilitate the activities described in this definition.

“Oil and Gas Contracts” means all contracts, agreements, operating agreements, farm-out or farm-in agreements, sharing agreements, mineral purchase agreements, contracts for the purchase, exchange, transportation, processing or sale of Hydrocarbons, rights-of-way, easements, surface leases, equipment leases, permits, franchises, licenses, pooling or unitization agreements, and unit or pooling designations and orders now or hereafter affecting any of the Oil and Gas Properties (or related oil and gas gathering assets) or Hydrocarbon Interests of the Corporation and the Subsidiaries, or which are useful or appropriate in drilling for, producing, treating, handling, storing, transporting or marketing oil, gas or other minerals produced from any of the Oil and Gas Properties of the Corporation and the Subsidiaries, as any such contracts and agreements as they may be amended, restated, modified, substituted or supplemented from time to time.

“Oil and Gas Properties” means: (i) Hydrocarbon Interests; (ii) the properties now or hereafter pooled or unitized with Hydrocarbon Interests; (iii) all currently existing or future rights arising under (a) unitization agreements, orders or other arrangements, (b) pooling orders, agreements or other arrangements and (c) declarations of pooled units and the units created thereby (including all units created under orders, regulations and rules of any Governmental Authority having jurisdiction) which may affect all or any portion of the Hydrocarbon Interests; (iv) all pipelines, gathering lines, compression facilities, tanks and processing plants; (v) all interests held in royalty trusts whether currently existing or hereafter created; (vi) all Hydrocarbons in and under and which may be produced, saved, processed or attributable to the Hydrocarbon Interests, the lands covered thereby and all Hydrocarbons in pipelines, gathering lines, tanks and processing plants and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests; (vii) all tenements, hereditaments, appurtenances, interests and properties in any way appertaining, belonging, affixed or incidental to the Hydrocarbon Interests, and all rights, titles, interests and estates described or referred to above (including (a) any and all real property, now owned or hereafter acquired, used or held for use in connection with the operating, working or development of any of such Hydrocarbon Interests or property and (b) any and all surface leases, rights-of-way, easements and servitudes together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing); and (viii) all production units, and drilling and spacing units (and the properties covered thereby) which may affect all or any portion of the other Oil and Gas Properties and any units created by agreement or designation or under orders, regulations, rules or other official acts of any Governmental Authority having jurisdiction.

“Parity Stock” means: (i) the Series A Preferred Stock; and (ii) any class of capital stock or series of preferred stock of the Corporation established after the Series B Issue Date, the terms of which expressly provide that such class or series shall rank on a parity with the Series B Preferred Stock as to dividend rights or rights upon the Corporation’s liquidation, winding-up or dissolution.

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“Proved Reserve Coverage Ratio” means, on any date of determination, the ratio of PV-10 Value on such date to Total Net Debt on such date.

“Proved Reserves” means the estimated quantities of crude oil, condensate, natural gas and natural gas liquids that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions (i.e., prices and costs as of the date the estimate is made).

“PV-10 Value” means, as of any date of determination, the present value of future cash flows from Proved Reserves on the Corporation’s and the Subsidiaries’ Oil and Gas Properties as set forth in (i) a reserve report prepared by an Independent Engineering Firm, in accordance with the guidelines of the Securities and Exchange Commission as of the end of the fiscal year prior to the date of determination (or, if the date of determination is within 45 days after the end of the immediately preceding fiscal year and no reserve report as of the end of such fiscal year has been prepared, as of the end of the second preceding fiscal year) or (ii) a reserve report prepared by an Independent Engineering Firm, in accordance with the guidelines of the Securities and Exchange Commission as of a date no more than 90 days prior to the date of determination, each a “Reserve Report”, utilizing, (a) in the case of any Oil and Gas Properties located in the United States or any of its territories or possessions (including U.S. Federal waters in the Gulf of Mexico), the average of the Three-Year Strip Price for crude oil (WTI Cushing) and natural gas (Henry Hub), quoted on the New York Mercantile Exchange (or its successor), (b) in the case of any Oil and Gas Properties located in the U.K. Sector or the Dutch Sector, the average of the Three-Year Strip Price for crude oil (North Sea Brent) and natural gas (U.K. National Balancing Point), in each case quoted on the International Petroleum Exchange (or its successor) and (c) in the case of any Oil and Gas Properties located in any other jurisdiction, the average of the Three-Year Strip Price for crude oil and natural gas, in each case quoted on any commodities exchange or other price quotation source generally recognized in the oil and gas industry in such jurisdiction, in the case of each of clauses (a), (b) and (c), as of the date of determination (as adjusted for basis differentials) and utilizing a 10% discount rate. PV-10 Value shall be adjusted to give effect to the Commodity Hedging Agreements of the Corporation and the Subsidiaries then in effect. For purposes of calculating PV-10 Value, any future cash flow calculations set forth in any Reserve Report and made in any currency other than dollars shall be converted into dollars based on the Exchange Rate on the date as of which the information set forth in such Reserve Report is provided.

“Record Date” means (i) with respect to the dividends payable on March 15, June 15, September 15 and December 15 of each year, March 1, June 1, September 1 and December 1 of each year, respectively, or such other record date, not more than 60 days and not less than 10 days preceding the applicable Dividend Payment Date, as shall be fixed by the Board of Directors and (ii) with respect to matters other than the payment of dividends, such record date established pursuant to Article 2.26 of the Texas Business Corporation Act (or any successor provision thereto).

“Refinancing Indebtedness” means Indebtedness that refinances any Indebtedness of the Corporation or any Subsidiary existing on the Series B Issue Date or Incurred in compliance with this Series B Designating Resolution, including Indebtedness that refinances Refinancing Indebtedness; provided, however, that:

(i) such Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being Refinanced;

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(ii) such Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being Refinanced; and

(iii) such Refinancing Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding (plus fees and expenses, including any premium (including any premium paid in connection with a tender offer for such Indebtedness) and defeasance costs) under the Indebtedness being Refinanced.

“Restricted Junior Stock” means any class or series of Junior Stock which (i) matures (excluding any maturity as the result of an optional redemption by the Corporation) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, or requires the payment of any cash dividend or any other scheduled payment constituting a return of capital, in each case at any time while any shares of Series B Preferred Stock remain outstanding, or (ii) is convertible into or exchangeable (unless at the sole option of the Corporation) for debt securities while any shares of Series B Preferred Stock remain outstanding, in each case without the affirmative vote or consent of the holders of at least 66 ²/3% of the outstanding shares of the Series B Preferred Stock.

“Senior Stock” means each class of capital stock or series of preferred stock of the Corporation established after the Series B Issue Date, the terms of which expressly provide that such class or series shall rank senior to the Series B Preferred Stock as to dividend rights or rights upon the Corporation’s liquidation, winding-up or dissolution.

“Series A Preferred Stock” means the series of 175,000 shares of Preferred Stock designated as “13 ¹/2% Series A Cumulative Perpetual Preferred Stock.”

“Series B Issue Date” means March 20, 2006.

“Series B Liquidation Preference” means the Accumulated Amount-Series B of the Series B Preferred Stock from time to time.

“Significant Subsidiary” means a Significant Subsidiary as defined in Rule 1-02(w) of Regulation S-X, as in effect on the date hereof.

“Specified Debt Satisfaction Date” means the Maturity Date, provided that, if the Existing Term Loan Facility is terminated and all Indebtedness thereunder is repaid prior to the date that is the Maturity Date, then the Specified Debt Satisfaction Date shall mean the date the Existing Term Loan Facility is so terminated and all such debt is repaid.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred).

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“subsidiary” means, with respect to any person (herein referred to as the “parent”), any corporation, partnership, association or other business entity (i) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned, controlled or held, or (ii) that is, at the time any determination is made, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” means any subsidiary of the Corporation.

“Synthetic Lease” means, as to any person, any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal or mixed) (i) that is accounted for as an operating lease under GAAP and (ii) in respect of which the lessee retains or obtains ownership of the property so leased for U.S. federal income tax purposes, other than any such lease under which such person is the lessor.

“Synthetic Lease Obligations” means, as to any person, an amount equal to the capitalized amount of the remaining lease payments under any Synthetic Lease that would appear on a balance sheet of such person in accordance with GAAP if such obligations were accounted for as Capital Lease Obligations.

“Three-Year Strip Price” means, as of any date of determination, (i) for the 36-month period commencing with the month immediately following the month in which the date of determination occurs, the monthly futures contract prices for crude oil and natural gas for the 36 succeeding months as quoted on the applicable commodities exchange or other price quotation source as contemplated in the definition of “PV-10 Value” and (ii) for periods after such 36-month period, the average of such quoted prices for the period from and including the 25th month in such 36-month period through the 36th month in such period.

“Total Net Debt” means, as of any date of determination, (i) the total Indebtedness of the Corporation and the Subsidiaries at such date (excluding Indebtedness of the type described in clause (ix) of the definition of such term, except to the extent of any unreimbursed drawings thereunder), less (ii) the amount of unrestricted cash on hand at the Corporation and the collateral loan parties under the Existing Term Loan Facility. The fact that the collateral agent under the Existing Term Loan Facility holds a Lien against funds on deposit in accounts shall not cause such funds to be considered restricted for purposes of this definition.

“Transfer Agent” means the American Stock Transfer and Trust Company, until a successor replaces it and, thereafter, means the successor.

“Trigger Event” means, subject to paragraph J below, (i) a failure to pay dividends when due on any Series B Preferred Stock on any Dividend Payment Date and continuing for 30 days; (ii) a failure to timely pay (a) the redemption price for shares of the Series B Preferred Stock following the Corporation’s election to redeem such shares or (b) the purchase price for shares of the Series B Preferred Stock tendered in connection with a Fundamental Change Offer or Debt Satisfaction Offer or any other offer by the Corporation to purchase shares of the Series B Preferred Stock; (iii) the failure by the Corporation to comply for 30 days after notice with any of its obligations under paragraphs H or I (other than a failure to timely pay the purchase price for shares of the Series B Preferred Stock when required thereunder); (iv) the failure by the Corporation or any of its Subsidiaries to comply for 60 days after notice with any of its obligations under paragraph K; (v) the failure by the Corporation to comply for 60 days after notice with its other agreements contained herein (other than those referred to in (i), (ii), (iii) or (iv) above); (vi) the failure by the

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Corporation or any Significant Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default, in each case, if the total amount of such Indebtedness unpaid or accelerated exceeds $5,000,000 or its foreign currency equivalent; (vii) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (a) relief in respect of the Corporation or any Significant Subsidiary, or of a substantial part of the property or assets of the Corporation or a Significant Subsidiary, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (b) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Corporation or any Significant Subsidiary or for a substantial part of the property or assets of the Corporation or any Significant Subsidiary or (c) the winding-up or liquidation of the Corporation or any Significant Subsidiary, and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (viii) the Corporation or any Significant Subsidiary shall (a) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (b) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (vii) above, (c) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Corporation or any Significant Subsidiary or for a substantial part of the property or assets of the Corporation of any Significant Subsidiary, (d) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (e) make a general assignment for the benefit of creditors, (f) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (g) take any action for the purpose of effecting any of the foregoing; or (ix) failure by the Corporation or any Significant Subsidiary to pay final judgments aggregating in excess of $5,000,000 or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed for a period of 60 days following the entry thereof. The foregoing shall constitute Trigger Events whatever the reason for any such Trigger Event and whether it is voluntary or involuntary or is affected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

“U.K. Sector” means the jurisdiction of the United Kingdom commonly referred to as the UK Sector—North Sea.

“U.S. Holder” means a holder of shares of the Series B Preferred Stock that is for United States federal income tax purposes: (i) an individual citizen or resident of the United States; (ii) a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States or any state thereof or the District of Columbia; (iii) an estate the income of which is subject to United States federal income taxation regardless of its source; (iv) a trust if it (a) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (b) has a valid election in effect under applicable Treasury regulations promulgated under the Internal Revenue Code of 1986, as amended, to be treated as a United States person; or (v) an entity that is treated as a domestic partnership.

“Voting Preferred Stock” shall have the meaning set forth in paragraph G.2.

C. RANK. The Series B Preferred Stock shall, with respect to dividend rights or rights upon the Corporation’s liquidation, winding-up or dissolution, rank: (i) senior to the Corporation’s common stock and any Junior Stock; (ii) on a parity, in all respects, with any Parity Stock; and (iii) junior to all Senior Stock.

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D. DIVIDENDS.

1. The Series B Preferred Stock shall accumulate cumulative preferential dividends from the Series B Issue Date at the rate of 12 ¹/2% per annum, as such rate may be increased as described under paragraph D.9 (the “Applicable Dividend Rate-Series B”), on the Accumulated Amount-Series B with respect to the Series B Preferred Stock compounded quarterly on each Quarterly Dividend Accrual Date, but, except as described in the second following sentence, dividends on the Series B Preferred Stock shall not be payable in cash. Until such time as the Accumulated Amount-Series B becomes a fixed and final amount pursuant to the proviso to the definition of “Accumulated Amount-Series B,” the dividends accruing on the Series B Preferred Stock shall be deemed paid by the periodic adjustments provided for in such definition. Commencing on the first Dividend Payment Date, dividends shall be payable in cash in respect of the Series B Preferred Stock at a rate per annum equal to the Applicable Dividend Rate-Series B of the Accumulated Amount-Series B as of the Dividend Payment Date immediately preceding the Cash Payment Date. Thereafter, dividends on the Series B Preferred Stock shall be payable in cash quarterly in arrears on each Dividend Payment Date or, if any such date is not a Business Day, on the next succeeding Business Day, to the holders of record of the Series B Preferred Stock as of the next preceding Record Date.

2. Dividends payable on the Series B Preferred Stock shall be computed on a basis of a 360-day year consisting of twelve 30-day months and shall be deemed to accrue on a daily basis.

3. Dividends on the Series B Preferred Stock shall accrue whether or not the Corporation has earnings or profits, whether or not there are funds legally available for the payment of such dividends and whether or not dividends are declared. Dividends shall accumulate to the extent they are not paid on the Dividend Payment Date for the period to which they relate.

4. The Corporation shall, subject to the terms of any of its Indebtedness existing on the Series B Issue Date, take all actions required or permitted under the law of Texas to permit the payment of dividends on the Series B Preferred Stock, including, without limitation, through the revaluation of the Corporation’s assets in accordance with the law of Texas.

5. No dividend whatsoever shall be declared or paid upon, or any sum set apart for the payment of dividends upon, any outstanding share of the Series B Preferred Stock with respect to any Dividend Period unless all dividends for all preceding Dividend Periods have been declared and paid or declared and a sufficient sum set apart for the payment of such dividend, upon all outstanding shares of Series B Preferred Stock.

6. The Corporation shall not (a) declare, pay or set apart funds for the payment of any dividend or other distribution with respect to any Junior Stock or (b) redeem, purchase or otherwise acquire for consideration any Junior Stock through a sinking fund or otherwise, unless (i) all accrued and unpaid dividends with respect to the Series B Preferred Stock and any Parity Stock at the time such dividends are payable have been paid or funds have been set apart for payment of such dividends and (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current Dividend Period with respect to the Series B Preferred Stock and any Parity Stock. Notwithstanding the foregoing, the Corporation shall not (y) declare, pay or set apart funds for the payment of any cash dividend or other cash distribution with respect to any Junior Stock (other than Restricted Junior Stock the issuance of which was previously authorized by the holders of the Series B Preferred Stock) or (z) redeem, purchase or otherwise acquire for cash consideration any Junior Stock (other than Restricted Junior Stock the

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issuance of which was previously authorized by the holders of the Series B Preferred Stock) through a sinking fund or otherwise while any shares of Series B Preferred Stock remain outstanding.

7. No dividend shall be declared or paid on any Parity Stock unless full cumulative dividends have been paid on the Series B Preferred Stock for all prior Dividend Periods; provided, however, if accrued dividends on the Series B Preferred Stock for all prior Dividend Periods have not been paid in full then any dividend declared on the Series B Preferred Stock for any Dividend Period and on any Parity Stock shall be declared ratably in proportion to accrued and unpaid dividends on the Series B Preferred Stock and such Parity Stock.

8. Notwithstanding anything herein to the contrary, the Corporation may declare and pay dividends on Junior Stock which are payable solely in additional shares of or by the increase in the liquidation value of Junior Stock, as applicable, or repurchase, redeem or otherwise acquire Junior Stock in exchange for Junior Stock.

9. Unless the Corporation has previously exercised its optional redemption right with respect to all of the shares of Series B Preferred Stock then outstanding, if a Debt Satisfaction Offer Default has occurred or a Fundamental Change Offer Default has occurred, then the Corporation shall pay to each holder of Series B Preferred Stock additional dividends computed by increasing the Applicable Dividend Rate-Series B for the period from the Specified Debt Satisfaction Date or the date of such Fundamental Change, as the case may be, until the date the related Debt Satisfaction Offer Default or Fundamental Change Offer Default, as the case may be, shall be cured, by (a) five percent per annum above the then Applicable Dividend Rate-Series B from the Specified Debt Satisfaction Date or the date of such Fundamental Change, as the case may be, through and including the Dividend Payment Date for the first Dividend Period (such first Dividend Period, the “Initial Escalation Period”) that commences after the Specified Debt Satisfaction Date or the date of such Fundamental Change and (b) by an additional five percent per annum above the then Applicable Dividend Rate-Series B (up to a maximum dividend rate of 25% per annum) at the beginning of each Dividend Period after the Initial Escalation Period.

10. If the Corporation makes a Debt Satisfaction Offer or a Fundamental Change Offer but fails to purchase validly tendered shares of Series B Preferred Stock on the date required pursuant to the procedures described herein, such failure shall be deemed a Debt Satisfaction Offer Default or a Fundamental Change Offer Default, as applicable, for purposes hereof. If the Corporation makes a Debt Satisfaction Offer or a Fundamental Change Offer and purchases all validly tendered shares of Series B Preferred Stock on the date required pursuant to the procedures described herein, then the Corporation shall have no obligation to pay additional dividends with respect to any shares of Series B Preferred Stock which are not so tendered and purchased.

11. All such additional dividends shall be paid in cash; provided, however, that any such additional dividends that are payable as a result of the occurrence of a Fundamental Change Offer Default or a Debt Satisfaction Offer Default prior to the Cash Payment Date shall be deemed paid by increasing the periodic adjustments to the Accumulated Amount-Series B as set forth in the definition thereof. All references herein, in any context, to any dividend or other amount payable on or with respect to the shares of the Series B Preferred Stock shall be deemed to include any additional dividend payable as described above.

12. All cash dividends with respect to the Series B Preferred Stock pursuant to this paragraph D are payable when, as and if declared by the Board of Directors out of funds legally available therefor.

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E. LIQUIDATION PREFERENCE. In the event of the voluntary or involuntary liquidation, winding-up or dissolution of the Corporation, each holder of Series B Preferred Stock shall be entitled to receive and to be paid out of the Corporation’s assets available for distribution to the Corporation’s shareholders, before any payment or distribution is made to holders of Junior Stock, an amount equal to the Series B Liquidation Preference per share of the Series B Preferred Stock held by such holder, plus accrued and unpaid dividends on the shares to the date fixed for liquidation, winding-up or dissolution. If, upon the Corporation’s voluntary or involuntary liquidation, winding-up or dissolution, the amounts payable with respect to the Series B Preferred Stock and all Parity Stock are not paid in full, the holders of the Series B Preferred Stock and the Parity Stock shall share equally and ratably in any distribution of the Corporation’s assets available for distribution to the Corporation’s shareholders in proportion to the full liquidation preference and accrued and unpaid dividends to which they are entitled. After payment of the full amount of the Series B Liquidation Preference and accrued and unpaid dividends to which they are entitled, the holders of the Series B Preferred Stock shall have no right or claim to any of the Corporation’s remaining assets. For purposes of this paragraph E, neither the sale of all or substantially all of the Corporation’s assets or business (other than in connection with the liquidation, winding-up or dissolution of the Corporation), nor the merger or consolidation of the Corporation into or with any other person, shall be deemed to be a voluntary or involuntary liquidation, winding-up or dissolution of the Corporation.

F. REDEMPTION.

1. The Series B Preferred Stock shall not be redeemable at the option of the Corporation prior to the Specified Debt Satisfaction Date. Thereafter, each share of the Series B Preferred Stock may be redeemed (subject to the legal availability of funds therefor) at any time or from time to time, in whole or in part, at the option of the Corporation, upon not less than five nor more than 60 Business Days’ prior notice mailed by first-class mail to each holder’s registered address, at the following redemption prices in cash (expressed as percentages of the Series B Liquidation Preference on the redemption date as set forth herein) plus, to the extent not deemed paid by adjustment to the Accumulated Amount-Series B, accrued and unpaid dividends, if any, to the applicable redemption date (subject to the right of holders of record on the relevant Record Date to receive dividends due on the relevant Dividend Payment Date) if redeemed during the following periods:

Period	Redemption Price
From the Series B Issue Date to August 2, 2006	103.0	%
From August 3, 2006 to February 2, 2007	102.5	%
From February 3, 2007 to February 2, 2008	102.0	%
From February 3, 2008 to February 2, 2009	101.0	%
From February 3, 2009 and thereafter	100.0	%

2. In the case of any partial redemption of the Series B Preferred Stock, selection of the Series B Preferred Stock for redemption shall be made by the Corporation on a pro rata basis to the extent practicable; provided, however, that the Corporation may redeem all of the shares of Series B Preferred Stock held by holders of fewer than 100 shares (or all of the shares held by holders who would hold less than 100 shares as a result of such partial redemption) as may be determined by the Corporation. On and after the redemption date, dividends shall cease to accrue on shares of the Series B Preferred Stock called for redemption so long as the Corporation has deposited with the Transfer Agent funds sufficient to pay the redemption price of, plus, to the extent not deemed paid by adjustment to the Accumulated Amount-Series B, accrued and unpaid dividends, if any, on the Series B Preferred Stock to be redeemed.

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G. VOTING RIGHTS.

1. The holders of record of the Series B Preferred Stock, except as otherwise required under Texas law or as set forth in paragraphs G.2, G.3, G.4 and G.5, shall not be entitled to vote on any matter required or permitted to be voted upon by the shareholders of the Corporation.

2. Upon the occurrence of a Trigger Event, then the number of directors constituting the Board of Directors will be increased by the greater of one director or that whole number of directors constituting not more than 25% of the members of the Board of Directors, in each case, if not already increased by reason of similar types of provisions with respect to shares of Parity Stock of any other class or series which is entitled to similar voting rights (the “Voting Preferred Stock”), and the holders of the Series B Preferred Stock (together with the holders of any Voting Preferred Stock) voting as a single class regardless of class or series, shall be entitled to elect to serve on the Board of Directors that number of directors by which the Board of Directors has been increased in accordance with the foregoing provision at any annual meeting of the shareholders or at a special meeting of the holders of the Series B Preferred Stock and of the Voting Preferred Stock called for that purpose. The Corporation must call such special meeting upon the request of any holder of shares of Series B Preferred Stock. Such voting rights and the term of the directors so elected shall continue until such time as all Trigger Events have been cured or waived or no shares of Series B Preferred Stock remain outstanding.

3. If an event of default occurs and is continuing under the Existing Term Loan Facility, other than an event of default which would also be a Trigger Event, the holders of the shares of the Series B Preferred Stock shall be entitled to appoint one representative to attend meetings of the Board of Directors other than executive sessions; provided, however, that if multiple events of default shall have occurred and be continuing, the holders of the Series B Preferred Stock shall only be entitled to elect a single representative to attend such meetings. Such right to appoint a representative and the right of the representative to attend meetings of the Board of Directors shall continue until such time as such event of default under the Existing Term Loan Facility has been cured or waived or no shares of Series B Preferred Stock remain outstanding.

4. In addition, the affirmative vote or written consent of the holders of at least 66 ²/3% of the outstanding Series B Preferred Stock shall be required for: (a) the authorization, issuance, creation, or the increase of the authorized amount of (i) any class or series of Senior Stock (or any security convertible into Senior Stock), (ii) any class or series of Parity Stock (or any security convertible into Parity Stock) or (iii) any class or series of Restricted Junior Stock (or any security convertible into Restricted Junior Stock); (b) for amendments (other than with respect to paragraph G.5 below) to the Corporation’s articles of incorporation or bylaws that would affect adversely the rights of holders of the Series B Preferred Stock; or (c) any merger or consolidation where the designations, preferences, limitations or relative rights of the Series B Preferred Stock would be changed.

5. The provisions of paragraph H may be waived or modified with the affirmative vote or written consent of the holders of a majority of the outstanding Series B Preferred Stock until such time as tendered Series B Preferred Stock must be purchased, if the Corporation elects to make a Fundamental Change Offer, or at any time following a Fundamental Change Offer Default in which case such provisions may be waived or modified only with the affirmative vote or written consent of the holders of at least 66 ²/3% of the outstanding shares of the Series B Preferred Stock.

6. The authorization of, the issuance of, the creation of or the increase in the authorized amount of, any shares of any class or series of Junior Stock (other than Restricted Junior Stock) shall not require the consent of the holders of the Series B Preferred Stock, and shall not be deemed to affect adversely the rights of the holders of the Series B Preferred Stock.

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7. With respect to the exercise of the above-described voting rights, each share of Series B Preferred Stock shall have one vote per share, except that when any other class or series of Parity Stock shall have the right to vote with the Series B Preferred Stock as a single class, then the Series B Preferred Stock shall have one vote per $1,000 of Series B Liquidation Preference.

H. FUNDAMENTAL CHANGE.

1. Upon the occurrence of a Fundamental Change, the Corporation shall notify the holders of the Series B Preferred Stock whether or not the Corporation intends to make an offer, (a “Fundamental Change Offer”) to purchase all shares of Series B Preferred Stock owned by each holder at the following purchase prices in cash (the “Fundamental Change Offer Purchase Prices”) (expressed as percentages of the Series B Liquidation Preference on the purchase date as set forth herein) plus, to the extent not deemed paid by adjustment to the Accumulated Amount-Series B, accrued and unpaid dividends, if any, to the applicable purchase date (subject to the right of holders of record on the relevant Record Date to receive dividends due on the relevant Dividend Payment Date) if the Fundamental Change Offer is made during the following periods:

Period	Purchase Price
From the Series B Issue Date to August 2, 2006	103.0	%
From August 3, 2006 to February 2, 2007	102.5	%
From February 3, 2007 to February 2, 2008	102.0	%
From February 3, 2008 to February 2, 2009	101.0	%
From February 3, 2009 and thereafter	100.0	%

2. If a Fundamental Change Offer Default occurs, then, unless the Corporation has previously exercised its right in paragraph F to redeem the Series B Preferred Stock, the Corporation shall pay additional dividends on the outstanding Series B Preferred Stock as set forth in paragraph D.9.

3. The Corporation shall mail a Fundamental Change Notice to the holders of the Series B Preferred Stock within five Business Days of the occurrence of a Fundamental Change whether or not the Corporation elects to make a Fundamental Change Offer (unless the Corporation has previously notified holders of the redemption of all shares of the Series B Preferred Stock). If the Corporation elects to make a Fundamental Change Offer, the Corporation shall extend the offer to all holders of Series B Preferred Stock.

4. The Corporation shall purchase and pay for all shares of Series B Preferred Stock validly tendered in response to a Fundamental Change Offer on the date and in accordance with the instructions set forth in the Fundamental Change Notice.

5. The Corporation may permit a third party to make a Fundamental Change Offer in the manner, at the times and otherwise in compliance with the requirements set forth above applicable to a Fundamental Change Offer by the Corporation, provided that such third party purchases all shares of Series B Preferred Stock validly tendered and not withdrawn under such Fundamental Change Offer.

6. To the extent that the provisions of any securities laws or regulations conflict with this paragraph H, the Corporation shall comply with the applicable securities laws and regulations and shall not be deemed to have failed, or to not be permitted to make a Fundamental Change Offer or purchase Series B Preferred Stock pursuant thereto as described above by virtue thereof.

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I. DEBT SATISFACTION OFFER.

1. Upon the occurrence of the Specified Debt Satisfaction Date, the Corporation shall notify the holders of the Series B Preferred Stock whether or not it intends to make an offer (a “Debt Satisfaction Offer”) to purchase all shares of Series B Preferred Stock owned by each holder at the following purchase prices in cash (the “Debt Satisfaction Offer Purchase Prices”) (expressed as percentages of the Series B Liquidation Preference on the purchase date as set forth herein) plus, to the extent not deemed paid by adjustment to the Accumulated Amount-Series B, accrued and unpaid dividends, if any, to the applicable purchase date (subject to the right of holders of record on the relevant Record Date to receive dividends due on the relevant Dividend Payment Date) if the Debt Satisfaction Offer is made during the following periods:

Period	Purchase Price
From the Series B Issue Date to August 2, 2006	103.0	%
From August 3, 2006 to February 2, 2007	102.5	%
From February 3, 2007 to February 2, 2008	102.0	%
From February 3, 2008 to February 2, 2009	101.0	%
From February 3, 2009 and thereafter	100.0	%

2. If the Corporation does not elect to make a Debt Satisfaction Offer, then unless the Corporation has previously exercised its right under paragraph F to redeem all shares of the Series B Preferred Stock, the Corporation shall be required to pay additional dividends on the outstanding Series B Preferred Stock as set forth in paragraph D.9.

3. The Corporation shall mail a Debt Satisfaction Notice to the holders of the Series B Preferred Stock within five Business Days of the occurrence of the Specified Debt Satisfaction Date whether or not the Corporation elects to make a Debt Satisfaction Offer (unless the Corporation has previously notified holders of the redemption of all shares of the Series B Preferred Stock). If the Corporation elects to make a Debt Satisfaction Offer, the Corporation must extend the offer to all holders of Series B Preferred Stock.

4. The Corporation shall purchase and pay for all shares of Series B Preferred Stock validly tendered in response to a Debt Satisfaction Offer on the date and in accordance with the instructions set forth in such notice.

5. To the extent that the provisions of any securities laws or regulations conflict with provisions of this paragraph I, the Corporation shall comply with the applicable securities laws and regulations and shall not be deemed to have failed, or to not be permitted to make a Debt Satisfaction Offer or purchase Series B Preferred Stock pursuant thereto as described above by virtue thereof.

J. TRIGGER EVENT. If an event occurs, which after notice or passage of time, or both would constitute a Trigger Event under clause (iv) of the definition of Trigger Event, then within 30 days of the occurrence thereof, the Corporation shall mail to each holder of the Series B Preferred Stock a notice specifying such event and describing its status with particularity and the action the Corporation is taking or proposes to take in respect thereof. The occurrence of the failure described under clause (iii), (iv) or (v) of the definition of Trigger Event, however, shall not constitute a Trigger Event until the holders of at least 25% of the outstanding Series B Preferred Stock notify the Corporation of the failure and the Corporation does not cure such failure within the time specified in such clauses (iii), (iv) and (v) after receipt of such notice.

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K. LIMITATION ON INCURRENCE OF ADDITIONAL INDEBTEDNESS. The Corporation covenants and agrees for the benefit of the holders of the Series B Preferred Stock as follows:

1. The Corporation shall not, and shall not permit any of its Subsidiaries to, Incur any Indebtedness if, after giving pro forma effect to the Incurrence of such Indebtedness, the Proved Reserve Coverage Ratio would be less than 2.5 to 1.

2. Notwithstanding the foregoing, the Corporation and any Subsidiary (except as specified below) may Incur each and all of the following:

(a) Indebtedness existing on the Series B Issue Date and Refinancing Indebtedness in respect thereof;

(b) Indebtedness between or among the Corporation and any of its Subsidiaries; provided, however, that any event which results in any such Subsidiary ceasing to be a Subsidiary or any subsequent transfer of such Indebtedness (other than to the Corporation or another Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this paragraph K.2(b);

(c) Non-Recourse Purchase Money Indebtedness;

(d) Indebtedness in respect of completion, performance, bid and surety bonds and completion guarantees, insurance obligations or bonds and other similar bonds and obligations provided by the Corporation or any Subsidiary in the ordinary course of business or letters of credit providing support for any such obligations or bonds;

(e) In-kind obligations relating to oil and natural gas balancing obligations arising in the ordinary course of business;

(f) Hedging Agreements consisting of (i) Interest Rate Hedging Agreements directly related to Indebtedness permitted to be Incurred hereunder, and (ii) Commodity Hedging Agreements and foreign currency exchange agreement or other currency exchange rate hedging arrangements entered into in the ordinary course of business for the purpose of limiting risks that arise in the ordinary course of business of the Corporation and its Subsidiaries;

(g) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished promptly following its Incurrence; and

(h) other Indebtedness of the Corporation and any Subsidiary in an aggregate principal amount not exceeding $30 million at any time outstanding.

3. For purposes of determining compliance with this paragraph K, in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described above, the Corporation, in its sole discretion, shall classify such item of Indebtedness (or any portion thereof) at the time of Incurrence and shall only be required to include the amount and type of such Indebtedness in one of the above clauses; provided further, however, that any Indebtedness originally classified as Incurred pursuant to any clause of paragraph K.2 may later be reclassified as having been Incurred pursuant to any other clause of paragraph K.2 above to the extent that such reclassified Indebtedness could be Incurred pursuant to such other clause of paragraph K.2 at the time of reclassification.

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L. CERTIFICATES AND TRANSFER RESTRICTIONS.

1. The Series B Preferred Stock shall be substantially in the form of Attachment 1, which is hereby incorporated in and expressly made a part of this Series B Designating Resolution. The Series B Preferred Stock may have notations, legends, or endorsements required by law, stock exchange rule, agreements to which the Corporation is subject, if any, or usage (provided such notation, legend or endorsement is in a form acceptable to the Corporation).

2. Each Series B Preferred Stock certificate shall bear legends in the following form:

A full statement of the designations, preferences, limitations and relative rights of the shares of each class of stock of the Corporation authorized to be issued is set forth in the Restated Articles of Incorporation of the Corporation, as amended, on file in the Office of the Secretary of State of the State of Texas. The Restated Articles of Incorporation of the Corporation, as amended, on file in the Office of the Secretary of State of the State of Texas, deny the preemptive right of shareholders to acquire unissued or treasury shares of the Corporation. The Corporation will furnish a copy of its Restated Articles of Incorporation, as amended, to the record holder of this Certificate without charge upon written request to the Secretary of the Corporation at its principal place of business in Houston, Texas.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT: (A) (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED) PURCHASING SUCH SECURITIES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A “QUALIFIED INSTITUTIONAL BUYER” IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) AT ANY TIME AFTER THE CASH PAYMENT DATE (AS DEFINED IN THE STATEMENT OF RESOLUTIONS ESTABLISHING THE 12 ¹/2% SERIES B CUMULATIVE PERPETUAL PREFERRED STOCK, WHICH CONSTITUTES A PART OF THE RESTATED ARTICLES OF INCORPORATION OF THE CORPORATION, AS AMENDED, ON FILE IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF TEXAS) IN AN “OFFSHORE TRANSACTION” COMPLYING WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT (IF AVAILABLE), (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE AND UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE CORPORATION AND ITS COUNSEL), (4) IN A SALE TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SECTION 4(1) OF THE SECURITIES ACT (IF AVAILABLE AND UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE CORPORATION AND ITS COUNSEL), (5) TO THE CORPORATION, OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE VARIOUS STATES OF THE UNITED STATES AND ALL OTHER JURISDICTIONS. THE HOLDER OF THIS CERTIFICATE AND EACH TRANSFEREE OF THE SECURITIES REPRESENTED HEREBY WILL BE FURTHER REQUIRED TO INFORM EACH SUBSEQUENT TRANSFEREE OF THE SECURITIES REPRESENTED HEREBY OF THE FOREGOING AND ANY OTHER RESTRICTIONS ON TRANSFER.

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THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A STATEMENT OF RESOLUTIONS ESTABLISHING AND DESIGNATING THE SERIES B PREFERRED STOCK OF THE CORPORATION. THESE SECURITIES MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH SUCH STATEMENT OF RESOLUTIONS.

3. No holder of Series B Preferred Stock may transfer, and the Corporation shall not register the transfer of, any shares of Series B Preferred Stock, whether by sale, assignment, gift, bequest, appointment or otherwise, except to a U.S. Holder.

4. A holder of Series B Preferred Stock may, subject to the other provisions of this paragraph L and applicable law, pledge such holder’s shares of Series B Preferred Stock to a pledgee pursuant to a bona fide pledge of such shares as collateral security for Indebtedness due to the pledgee, provided that such shares shall not be transferred to or registered in the name of the pledgee. In the event of foreclosure or other similar action by the pledgee, such pledged shares of Series B Preferred Stock may only be transferred to a U.S. Holder.

5. Any purported transfer of shares of Series B Preferred Stock not permitted hereunder shall be void and of no effect and the purported transferee shall have no rights as a stockholder of the Corporation and no other rights against or with respect to the Corporation. The Corporation may, as a condition to the transfer or the registration of transfer of any shares of Series B Preferred Stock to a purported U.S. Holder, require the furnishing of such affidavits or other proof as it deems necessary to establish that such transferee is a U.S. Holder.

M. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS. No affiliate, director, officer, employee, incorporator or holder of any equity interests in the Corporation or any direct or indirect parent corporation of the Corporation, as such, shall have any liability for any obligations of the Corporation hereunder, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Series B Preferred Stock by accepting a share of Series B Preferred Stock waives and releases all such liability. Such waiver and release are part of the consideration for issuance of the Series B Preferred Stock.

N. TERMINATION OF OBLIGATIONS. The Corporation, at any time after it has elected to redeem all of the Series B Preferred Stock pursuant to paragraph F, may terminate its obligations (“termination option”) hereunder with respect to holders of the Series B Preferred Stock, except for the obligations below. If the Corporation has exercised its termination option, additional dividends will not accrue on the Series B Preferred Stock, and the holders shall not be entitled to designate directors because of a Trigger Event or appoint a representative to the Board of Directors if an event of default occurs under the Existing Term Loan Facility. In order to exercise its termination option, the Corporation shall irrevocably deposit in trust with the Transfer Agent, for the sole benefit of holders of the Series B Preferred Stock, cash for the payment of the full redemption price and accrued and unpaid dividends to the redemption date.

BE IT FURTHER RESOLVED, that the appropriate officers of the Corporation are hereby authorized, empowered and directed, for and on behalf and in the name of the Corporation, to execute a statement of resolutions substantially to the effect as set forth above (the “Statement of Resolutions”) and to cause the Statement of Resolutions to be delivered in duplicate to the Secretary of State of the State of Texas for filing therewith pursuant to the provisions of Article 2.13 of the Texas Business Corporation Act.

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Dated: March 20, 2006.

ATP OIL & GAS CORPORATION
By:	/s/ T. Paul Bulmahn
	T. Paul Bulmahn
	President

ATTACHMENT 1

FORM OF SERIES B PREFERRED STOCK CERTIFICATE

(attached)

EX-4.2

Exhibit 4.2

150,000 Shares

ATP Oil & Gas Corporation

12 ¹/2% Series B Cumulative Perpetual Preferred Stock

SUBSCRIPTION AGREEMENT

March 17, 2006

THE SUBSCRIBERS LISTED ON SCHEDULE 1

Dear Sirs:

1. Introductory. ATP Oil & Gas Corporation, a Texas corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to those entities listed on Schedule 1 hereto (the “Subscribers”) an aggregate of 150,000 shares of its 12 ¹/2% Series B Cumulative Perpetual Preferred Stock (“Offered Securities”) on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933 (the “Securities Act”), and hereby agrees with the Subscribers as follows:

2. Representations and Warranties of the Company. The Company, as of the date hereof and as of the Closing Date, represents and warrants to, and agrees with, the Subscribers that:

(a) An offering circular relating to the Offered Securities has been prepared by the Company, as supplemented as of the date of this Agreement (the “Offering Circular”), together with any other document prepared and approved by the Company for use in connection with the contemplated sale of the Offered Securities (other than statements by third parties quoted in the Company’s correspondence) are hereinafter collectively referred to as the “Offering Document”. On the date of this Agreement, the Offering Document does not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in the Offering Document, on the date of this Agreement, the Company’s Annual Report on Form 10-K most recently filed with the Securities and Exchange Commission (the “Commission”) and all subsequent reports (collectively, the “Exchange Act Reports”) which have been filed by the Company with the Commission or sent to shareholders pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) do not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Exchange Act Reports, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder.

(b) All of the outstanding shares of capital stock of the Company, the 13 ¹/2% Series A Cumulative Perpetual Preferred Stock which the Company issued on August 3, 2005 (the “Series A Preferred Stock”) and the Junior Participating Preferred Stock for which the Company issued rights to purchase to holders of its common stock on October 11, 2005 (“Junior Preferred Stock”) have been duly authorized and validly issued, are fully paid and non-assessable and conform to the description thereof contained in the Offering Document; prior to the issuance of the Offered Securities, the Company has no shares of preferred stock outstanding other than shares of its Series

A Preferred Stock and shares of its Junior Preferred Stock; prior to the designation of the Offered Securities, all of the shares of the Company’s preferred stock were undesignated other than shares of its Series A Preferred Stock and shares of its Junior Preferred Stock; the shareholders of the Company have no preemptive or other rights to acquire the Offered Securities; and there are no restrictions on transfers of the Offered Securities except as required under the Securities Act, all as described in the Offering Document under “Transfer Restrictions”.

(c) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Texas, with requisite corporate power and authority to own its properties and conduct its business as described in the Offering Document and the Exchange Act Reports; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification.

(d) Each subsidiary of the Company has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with requisite corporate power and authority to own its properties and conduct its business as described in the Offering Document and the Exchange Act Reports; and each subsidiary of the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification except where the failure to so qualify would not reasonably be expected to have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”); all of the issued and outstanding capital stock of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects other than those encumbrances created in connection with the Company’s pledge of its economic interests in its subsidiaries to the lenders under the Amended and Restated Credit Agreement dated as of April 14, 2005 among the Company, the Lenders named therein and Credit Suisse (formerly known as Credit Suisse First Boston), as Administrative Agent and Collateral Agent and Credit Suisse (formerly known as Credit Suisse First Boston) as Sole Bookrunner, Sole Lead Arranger, Syndication Agent and Documentation Agent (the “Credit Agreement”).

(e) The Offered Securities have been duly authorized by all necessary corporate and shareholder action; the holders of at least 66 ²/3% of the outstanding Series A Preferred Stock have consented in writing to the authorization and issuance by the Company of the Offered Securities; and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on the Closing Date (as defined below), such Offered Securities will have been validly issued, fully paid and nonassessable and will conform to the description thereof contained in the Offering Document.

(f) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance and sale of the Offered Securities by the Company except as may be required under state securities laws and the filing of statement of resolutions for the Offered Securities (the “Statement of Resolutions”) with the Secretary of State of the State of Texas.

(g) The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Securities and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company or any of their properties, or

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any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, or the charter or by-laws of the Company or any such subsidiary, and the Company has full power and authority to authorize, issue and sell the Offered Securities as contemplated by this Agreement.

(h) This Agreement has been duly authorized, executed and delivered by the Company.

(i) The Company and its subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(j) There are no strikes, lockouts or slowdowns against the Company or any subsidiary of the Company pending or, to the knowledge of the Company, threatened.

(k) The Company and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “intellectual property rights”) necessary to conduct the business now operated by them, or presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(l) Except as disclosed in the Offering Document or the Exchange Act Reports, neither the Company nor any of its subsidiaries is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “environmental laws”), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim.

(m) Except as disclosed in the Offering Document or the Exchange Act Reports, there are no pending actions, suits or proceedings against or affecting the Company, any of its subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement or which are otherwise material in the context of the sale of the Offered Securities; and no such actions, suits or proceedings are threatened or, to the Company’s knowledge, contemplated.

(n) The financial statements included or incorporated by reference in the Offering Document present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis.

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(o) Except as disclosed in the Offering Document or the Exchange Act Reports, since the date of the latest audited financial statements included or incorporated by reference in the Offering Document there have been no changes, nor any developments or events involving a prospective change, that, individually or in the aggregate, have had, or would reasonably be expected to have a Material Adverse Effect, and, except as disclosed in or contemplated by the Offering Document or the Exchange Act Reports, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

(p) The Company is subject to the reporting requirements of either Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and files reports with the Commission on the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system.

(q) The Company is not an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the United States Investment Company Act of 1940 (the “Investment Company Act”); and the Company is not and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the Offering Document, will not be an “investment company” as defined in the Investment Company Act.

(r) No securities of the same class (within the meaning of Rule 144A(d)(3) under the Securities Act) as the Offered Securities are listed on any national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system.

(s) The offer and sale of the Offered Securities by the Company to the Subscribers in the manner contemplated by this Agreement will be exempt from the registration requirements of the Securities Act by reason of Section 4(2) thereof and Regulation D thereunder.

(t) Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has offered or will offer or sell the Offered Securities in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act. The Company has not entered and will not enter into any contractual arrangement with respect to the distribution of the Shares except for this Agreement and a placement agent agreement (the “Placement Agent Agreement”) with respect to the offering with Credit Suisse Securities (USA) LLC (the “Placement Agent”).

(u) In the event a Subscriber (A)(i) is a resident of the State of New York, (ii) has its chief executive office in the State of New York, or (iii) has an office in the State of New York from which it conducted a substantial part of the negotiations relating to its purchase of the Offered Securities, and (B) pays $1,000,000 or more for the Offered Securities it purchases, then the choice of law provisions set forth in Section 11 hereof will be recognized by the courts of the State of Texas.

3. Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell each of the Subscribers, and each of the Subscribers severally agrees to purchase from the Company, the number of Offered Securities set forth opposite the name of such Subscriber on Schedule 1 hereto, at a purchase price of U.S.$1,000 per share plus accumulated dividends, if any, from March 20, 2006 to the Closing Date (as hereinafter defined).

The Company will deliver against payment of the purchase price the certificates representing the Offered Securities to each Subscriber in the amounts set forth on Schedule 1 (the “Certificates”).

Payment for the Offered Securities shall be made by the Subscribers in Federal (same day) funds by wire transfer to an account at a U.S. bank drawn to the order of the Company at the office of Cravath, Swaine

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& Moore LLP at 10:00 A.M., (New York City time), on March 20, 2006, such time being herein referred to as the “Closing Date”, against delivery to the Subscribers of the Certificates representing all of the Offered Securities registered in such denominations and registered in such names as the Subscribers may request. The Certificates will be made available for checking at the above office of Cravath, Swaine & Moore LLP at least 24 hours prior to the Closing Date.

4. Representations by Subscribers. Each Subscriber, severally and not jointly, represents and warrants that:

(a) it is purchasing the Offered Securities to be purchased by it solely for its own account and not as nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States of America or any state thereof, without prejudice, however, to each Subscriber’s right at all times to sell or otherwise dispose of all or any part of such Offered Securities pursuant to a registration statement under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, subject to the terms of this Agreement;

(b) it is knowledgeable, sophisticated and experienced in business and financial matters;

(c) it has previously invested in securities similar to the Offered Securities and fully understands the limitations on transfer and the restrictions on sales of such securities;

(d) it is able to bear the economic risk of its investment in the Offered Securities and is currently able to afford the complete loss of such investment;

(e) it is an institutional “accredited investor” as defined in Regulation D promulgated under the Securities Act;

(f) it did not employ any broker or finder in connection with the transactions contemplated in this Agreement;

(g) it understands that:

(i) the Offered Securities have not been registered under the Securities Act and are being issued by the Company in transactions exempt from the registration requirements of the Securities Act and the Company has not undertaken to register the Offered Securities under the Securities Act or any state or blue sky law;

(ii) the Offered Securities may not be offered or sold except pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from registration under the Securities Act; and

(iii) that no public market now exists for the Offered Securities and that it is unlikely that a public market will ever exist for the Offered Securities;

(h) it further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to it) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts;

(i) it has had access to all information that it believes is necessary, sufficient or appropriate in connection with its purchase of the Offered Securities, has been afforded an opportunity to ask

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questions concerning the terms and conditions of the offering and sale of the Offered Securities, has had all such questions answered to its satisfaction and has been supplied all additional information as it has requested, has made an independent decision to purchase the Offered Securities based on the information concerning the business and financial condition of the Company, and other information available to it, which it has determined is adequate for that purpose;

(j) it is duly organized, validly existing and in good standing under the laws of the state or jurisdiction in which it was formed and the execution, delivery and performance of this Agreement is within such Subscriber’s powers (corporate and otherwise) and has been duly authorized by all requisite action (corporate and otherwise);

(k) it acknowledges that, to the extent applicable, each certificate evidencing the Offered Securities shall be endorsed with the legends substantially in the form set forth below, as well as any additional legend imposed or required by applicable state securities laws:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT: (A) (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED) PURCHASING SUCH SECURITIES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A “QUALIFIED INSTITUTIONAL BUYER” IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) AT ANY TIME AFTER THE CASH PAYMENT DATE (AS DEFINED IN THE STATEMENT OF RESOLUTIONS ESTABLISHING THE 12 ¹/2% SERIES B CUMULATIVE PERPETUAL PREFERRED STOCK, WHICH CONSTITUTES A PART OF THE RESTATED ARTICLES OF INCORPORATION OF THE CORPORATION, AS AMENDED, ON FILE IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF TEXAS) IN AN “OFFSHORE TRANSACTION” COMPLYING WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT (IF AVAILABLE), (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE AND UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE CORPORATION AND ITS COUNSEL), (4) IN A SALE TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SECTION 4(1) OF THE SECURITIES ACT (IF AVAILABLE AND UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE CORPORATION AND ITS COUNSEL), (5) TO THE CORPORATION, OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE VARIOUS STATES OF THE UNITED STATES AND ALL OTHER JURISDICTIONS. THE HOLDER OF THIS CERTIFICATE AND EACH TRANSFEREE OF THE SECURITIES REPRESENTED HEREBY WILL BE FURTHER REQUIRED TO INFORM EACH SUBSEQUENT TRANSFEREE OF THE SECURITIES REPRESENTED HEREBY OF THE FOREGOING AND ANY OTHER RESTRICTIONS ON TRANSFER.”

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A STATEMENT OF RESOLUTIONS ESTABLISHING

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AND DESIGNATING THE SERIES B PREFERRED STOCK OF THE CORPORATION. THESE SECURITIES MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH SUCH STATEMENT OF RESOLUTIONS.”

(l) it acknowledges that prior to entering into this Agreement, it was advised by Persons deemed appropriate by such Subscriber concerning this Agreement and the transactions contemplated hereby, and conducted its own due diligence investigation and made its own investment decision with respect to such transactions. Such Subscriber is not relying on any statements, representations or warranties made by the Company, or any of their affiliates, whether in writing or orally, other than the express representations and warranties of the Company in this Agreement;

(m) it understands and acknowledges that: (i) the Offered Securities have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent as represented herein by the Subscriber; (ii) its representations and warranties contained herein are being relied upon by the Company as a basis for exemption of the sale of the Offered Securities under the Securities Act, under the securities laws of all applicable states and for other purposes; (iii) the offering of the Offered Securities pursuant to this Agreement will not be registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from the registration requirements of the Securities Act; and (iv) no state or federal agency has made any finding or determination as to the fairness of the terms of the sale of the Offered Securities or any recommendation or endorsement thereof;

(n) the principal executive office of the Subscriber in which its investment decision was made is located at the address of such Subscriber as forth set forth on the counterpart signature page to this Agreement executed and delivered by such Subscriber; and

(o) it is for United States federal income tax purposes: (i) an individual citizen or resident of the United States; (ii) a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States or any state thereof or the District of Columbia; (iii) an estate the income of which is subject to United States federal income taxation regardless of its source; (iv) a trust if it (A) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (B) has a valid election in effect under applicable Treasury regulations promulgated under the Internal Revenue Code of 1986, as amended (“United States Treasury Regulations”) to be treated as a United States person; or (v) an entity that is treated as a domestic partnership.

5. Certain Agreements of the Company. The Company agrees with the Subscribers that:

(a) During the period of two years after the Closing Date, the Company will, upon request, furnish to the Subscribers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities.

(b) During the period of two years after the Closing Date, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by any of them.

(c) During the period of two years after the Closing Date, the Company will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act.

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(d) The Company will pay all expenses incidental to the performance of its obligations under this Agreement and the Statement of Resolutions including (i) the fees and expenses of the Transfer Agent and its professional advisers and (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the preparation and printing of this Agreement, the Offered Securities, the Statement of Resolutions, the Offering Document and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities.

(e) The Company agrees to indemnify all of the Subscribers (each being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities in so far as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, or are, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instruments contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, (ii) the use of the proceeds from the sale of the Offered Securities or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Company or any of its affiliates) and will reimburse any Indemnitee for any legal or other expenses reasonably incurred by such Indemnitee in connection with investigating or defending any such loss, claim, damage, liability or actions as such expenses are incurred; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, action or expenses (A) result from any error, inaccuracy, breach or misrepresentation in any of the representations and warranties made by or on behalf of such Indemnitee in this Agreement or (B) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee.

(f) The Company will not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) that would be integrated with the sale of the Offered Securities in a manner that would require the registration under the Securities Act of the sale to the Subscribers for the Offered Securities or to take any other action that would result in the resale of the Offered Securities not being exempt from registration under the Securities Act.

(g) At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act the Company shall promptly furnish or cause to be furnished to the Subscribers and, upon request of holders and prospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities, pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities.

(h) The Company will file the Statement of Resolutions with the Secretary of State of Texas on or prior to the Closing Date.

(i) The Company will file with the Commission, not later than 15 days after the Closing Date, five copies of a notice on Form D under the Securities Act (one of which will be manually signed by a person duly authorized by the Company) and will otherwise comply with the requirements of Rule 503 under the Securities Act.

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6. Conditions of the Obligation of the Subscription. The obligation of the Subscribers to purchase and pay for the Offered Securities will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

(a) The Subscribers shall have received an opinion, dated the Closing Date, of Jackson Walker L.L.P., counsel for the Company, that:

(i) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Texas, with requisite corporate power and authority to (i) own its properties and conduct its business as described in the Offering Circular and (ii) authorize, issue and sell the Offered Securities as contemplated by this Agreement.

(ii) The Offered Securities have been duly authorized and, when issued by the Company and delivered to and paid for by the Subscribers in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable. The Offered Securities conform to the description thereof contained in the Offering Circular and the shareholders of the Company have no statutory preemptive rights with respect to the Offered Securities.

(iii) The requisite consent of the holders of outstanding shares of the Company’s 13 ¹/2% Series A Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”), as contemplated by paragraph G.4 of the statement of resolutions establishing the Series A Preferred Stock, has been obtained.

(iv) The execution, delivery and performance by the Company of this Agreement and the Statement of Resolutions and the issuance and sale of the Offered Securities and compliance with the terms and provision thereof do not (a) contravene, conflict with or violate, or necessitate any filing or registration under, (i) any order, writ, judgment, injunction, decree, determination or award known to counsel for the Company to be applicable to the Company or any property of the Company, or (ii) any provisions of the Restated Articles of Incorporation or the Amended and Restated Bylaws of the Company, or (b) contravene or conflict with (i) the Credit Agreement, as in effect on the date hereof or (ii) any indenture, instrument or other agreement filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.

(v) The execution, delivery and performance by the Company of this Agreement have been duly authorized by all requisite corporate action on the part of the Company under the laws of the State of Texas, and the Company has duly executed and delivered this Agreement.

(vi) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance or sale of the Offered Securities by the Company, except such as may be required under state securities laws and the filing of the Statement of Resolution with the Secretary of State of the State of Texas.

(vii) Assuming as to factual matters, without investigation, that the representations and warranties of the Subscribers in Section 4 of this Agreement are true and correct, it is not necessary in connection with the offer, sale and delivery of the Offered Securities by the Company to the Subscribers pursuant to this Agreement to register the Offered Securities under the Securities Act; provided, however, counsel to the Company will express no opinion as to any subsequent resale of any of the Offered Securities.

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(viii) Assuming a Subscriber (A)(i) is a resident of the State of New York, (ii) has its chief executive office in the State of New York, or (iii) has an office in the State of New York from which it conducted a substantial part of the negotiations relating to its purchase of Offered Securities, and (B) pays $1,000,000 or more for the Offered Securities it purchases, then the choice of New York law to govern this Agreement would be a valid choice of law and would be upheld in a properly presented case by a court of competent jurisdiction in the State of Texas.

(ix) Based solely on counsel’s review of the information set forth in the certificates of officers of the Company delivered to counsel in connection with such opinion, which review is approved by each Subscriber, counsel has no knowledge of any material actions, suits, proceedings or investigations pending or threatened against or affecting the Company or its property in any court or before any governmental agency.

(b) The Subscribers shall have received a certificate, dated the Closing Date, of the President or any Vice President and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Company in this Agreement are true and correct, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and that, subsequent to the respective date of the most recent financial statements included or incorporated by reference in the Offering Document, there have been no changes, nor any developments or events involving a prospective change, that, individually or in the aggregate, have had, or would reasonably be expected to have a Material Adverse Effect, except as set forth in the Offering Document, the Exchange Act Reports or as described in such certificate.

(c) The Company shall deliver to the Subscribers, among other documents and certificates as the Subscribers shall reasonably request, Secretary’s Certificates, dated the Closing Date, satisfactory to the Subscribers which shall include the following documents with respect to the Company: (a) articles of incorporation, (b) by-laws, (c) resolutions of the Board of Directors, (d) a certificates of good standing from the State of Texas, (e) certificates of good standing and/or qualifications to do business as a foreign corporation in such jurisdictions as the Subscribers reasonably request and (f) evidence satisfactory to the Subscribers that the Statement of Resolutions has been accepted for filing by the Secretary of State of Texas.

(d) All requisite governmental authorities and third parties shall have approved or consented to the offering of the Offered Securities and the transactions contemplated hereby to the extent required in order to consummate the offering of the Offered Securities and the transactions contemplated hereby.

(e) There shall be no defaults, prepayment events or creation of liens under debt instruments or other agreements to which the Company is a party as a result of the transactions contemplated hereby.

(f) Each Subscriber shall, on the Closing Date, and subsequently as requested by the Company, provide to the Company a duly completed and valid IRS Form W-9, executed in its name or, if the Subscriber is a single-member entity that is disregarded for U.S. federal income tax purposes, the name of its single owner. If the Subscriber is a domestic grantor trust, the statement required under United States Treasury Regulations section 1.1446-1(c)(2)(ii)(E).

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The Company will furnish the Subscribers with such conformed copies of such opinions, certificates, letters and documents as the Subscribers reasonably request. The Subscribers may in their sole discretion waive compliance with any conditions to the obligations of the Subscribers hereunder.

7. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the Subscribers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of the Subscribers, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities.

8. Notices. All communications hereunder will be in writing and, if sent to the Subscribers will be mailed, delivered or telegraphed and confirmed to each Subscriber at the address and fax number set forth below such Subscriber’s name on the applicable signature page at the end of this Agreement, or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at 4600 Post Oak Place, Suite 200, Houston, TX 77027-9726, Attention: John E. Tschirhart.

9. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, and no other person will have any right or obligation hereunder; provided that, without the consent of the Company no Subscribers shall be permitted to assign this Agreement in connection with a sale by such Subscriber of its Offered Securities in a registered public offering or in a sale pursuant to Rule 144A of the Securities Act.

10. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

11. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of laws.

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If the foregoing is in accordance with the Subscribers’ understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the Subscribers in accordance with its terms.

Very truly yours,

ATP OIL & GAS CORPORATION

By

Name:

Title:

12

The foregoing Subscription Agreement is hereby confirmed and accepted as of the date first above written.

[                    ]

By

Name:

Title:

Subscriber Information

Name in which shares to be registered:                                 

Taxpayer Identification Number:                                            

Street Address:                                                                        

Name of Contact to Receive Preferred Stock Certificate:

Contact Street Address (if different than above):

Contact Phone Number:                                                          

Contact Fax Number:                                                              

13

SCHEDULE 1

Subscriber Number of Offered Securities

14

EX-99.1

ATP

A full statement of the designations, preferences, limitations and relative rights of the shares of each class of stock of the Corporation authorized to be issued is set forth in the Restated Articles of Incorporation of the Corporation, as amended, on file in the Office of the Secretary of State of the State of Texas. The Restated Articles of Incorporation of the Corporation; as amended, on file in the Office of the Secretary of State of the State of Texas, deny the preemptive right of shareholders to acquire unissued or treasury shares of the Corporation. The Corporation will furnish a copy of its Restated Articles of Incorporation, as amended, to the record holder of this Certificate without charge upon written request to the Secretary of the Corporation at its principal place of business in Houston, Texas.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT: (A) (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED) PURCHASING SUCH SECURITIES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A “QUALIFIED INSTITUTIONAL BUYER” IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) AT ANY TIME AFTER THE CASH PAYMENT DATE (AS DEFINED IN THE STATEMENT OF RESOLUTIONS ESTABLISHING THE 13 ¹/2% SERIES A CUMULATIVE PERPETUAL PREFERRED STOCK, WHICH CONSTITUTES A PART OF THE RESTATED ARTICLES OF INCORPORATION OF THE CORPORATION, AS AMENDED, ON FILE IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF TEXAS) IN AN “OFFSHORE TRANSACTION” COMPLYING WITH RULE 904 OF REGULATIONS UNDER THE SECURITIES ACT (IF AVAILABLE), (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE AND UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE CORPORATION AND ITS COUNSEL), (4) IN A SALE TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SECTION 4(1) OF THE SECURITIES ACT (IF AVAILABLE AND UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE CORPORATION AND ITS COUNSEL), (5) TO THE CORPORATION, OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE VARIOUS STATES OF THE UNITED STATES AND ALL OTHER JURISDICTIONS. THE HOLDER OF THIS CERTIFICATE AND EACH TRANSFEREE OF THE SECURITIES REPRESENTED HEREBY WILL BE FURTHER REQUIRED TO INFORM EACH SUBSEQUENT TRANSFEREE OF THE SECURITIES REPRESENTED HEREBY OF THE FOREGOING AND ANY OTHER RESTRICTIONS ON TRANSFER.

THE SECURITIES REPRESENTED BY THE CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A STATEMENT OF RESOLUTIONS ESTABLISHING AND DESIGNATING THE SERIES A PREFERRED STOCK OF THE CORPORATION. THESE SECURITIES MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH SUCH STATEMENT OF RESOLUTIONS.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations;

TEN COM	–	as tenants in common	UNIF GIFT MIN ACT–	Custodian
TEN ENT	–	as tenants by the entireties		(Cust)                            (Minor)
JT TEN	–	as joint tenants with right
		of survivorship and not as		Under Uniform Gifts to Minors
		tenants in common		Act
				(State)

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

For Value Received,                                                                                                                    hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

______________________________________________________________________________________________________________________________

______________________________________________________________________________________________________________________________

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE

______________________________________________________________________________________________________________________________

______________________________________________________________________________________________________________________________

______________________________________________________________________________________________________Shares

of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

____________________________________________________________________________________________________Attorney

to transfer the said shares on the books of the within-named Corporation, with full power of substitution in the premises.

Dated                     

X
X
NOTICE:	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed

By	_____________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17 Ad-15.