Third Supplemental Indenture to Amended and Restated Indenture



 Exhibit 4.3 
  

THIRD SUPPLEMENTAL INDENTURE 
  
 This Third Supplemental Indenture, dated as of December 30, 2004 (this “Supplemental Indenture” or
“Guarantee”), among Plains Louisiana Inc., a Delaware corporation (“Plains Louisiana”), PXP Louisiana L.L.C., a Delaware limited liability company (“PXP Louisiana,” together
with Plains Louisiana, the “New Subsidiary Guarantors”), the entities listed on Annex I hereto (collectively, the “Current Subsidiary Guarantors”), Plains Exploration & Production Company, a
Delaware corporation (together with its successors and assigns, the “Issuer”), and JPMorgan Chase Bank, National Association (formerly known as JPMorgan Chase Bank), a national banking association, as Trustee (the
“Trustee”) under the Indenture referred to below. 
  
 W I T N E S S E T H: 
  
 WHEREAS,
the Issuer, the Current Subsidiary Guarantors and the Trustee have heretofore executed and delivered an Amended and Restated Indenture, dated as of June 18, 2004 (as amended, supplemented, waived or otherwise modified through the date hereof, the
“Indenture”), providing for the issuance of 8 3/4% Senior Subordinated Notes due 2012 of
the Issuer (the “Securities”); 
  
 WHEREAS, Section 3.12 of the Indenture provides that the Issuer is required to cause each Restricted Subsidiary other than the Congo Domestic Subsidiaries or a Foreign Subsidiary created or acquired by the Issuer to execute and
deliver to the Trustee a Subsidiary Guarantee pursuant to which such Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basis with the other Subsidiary Guarantors, the full and prompt payment of the principal of, premium, if
any, and interest on the Securities on a senior subordinated basis; and 
  
 WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee and the Issuer are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Securityholder. 
  
 NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantors, the Issuer, the Current Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the
Securities as follows: 
  
 ARTICLE I 
  
 Definitions 
  
 SECTION 1.1 Defined Terms. As used in this Guarantee, terms defined in
the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Guarantee shall refer to the term “Securityholders” as defined in the
Indenture and the Trustee acting on behalf or for the benefit of such Holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this
Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 







 ARTICLE II 
  
 Agreement to be Bound; Guarantee 
  
 SECTION 2.1 Agreement to be Bound. Each New Subsidiary Guarantor hereby becomes a party to the Indenture, as a Subsidiary Guarantor and as such
will have all of the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. Each New Subsidiary Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Subsidiary
Guarantor and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. 
  
 SECTION 2.2 Guarantee. Each New Subsidiary Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as
surety, jointly and severally with each other Subsidiary Guarantor, to each Holder of the Securities and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations
pursuant to Article X of the Indenture on a senior subordinated basis. 
  
 ARTICLE III 
  
 Miscellaneous

  
 SECTION 3.1 Notices. All notices and other
communications to each New Subsidiary Guarantor shall be given as provided in the Indenture to each New Subsidiary Guarantor at the following address, with a copy to the Issuer as provided in the Indenture for notices to the Issuer: c/o Plains
Exploration & Production Company, 700 Milam, Suite 3100, Houston, Texas 77002. 
  
 SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy
or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained. 
  
 SECTION 3.3 Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

  
 SECTION 3.4 Severability Clause. In case any provision
in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the
extent of such invalidity, illegality or unenforceability. 
  

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 SECTION 3.5 Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as
expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all
purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture. 
  
 SECTION 3.6 Counterparts. The parties hereto may sign one or more
copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement. 
  
 SECTION 3.7 Headings. The headings of the Articles and the sections in this Guarantee are for convenience of reference only and shall not be deemed
to alter or affect the meaning or interpretation of any provisions hereof. 
  
 [SIGNATURE PAGE FOLLOWS] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of
the date first above written. 
  

			
	NUEVO GHANA INC., as a Subsidiary Guarantor
		
	By:	 	 /s/ John F. Wombwell


	Name:	 	John F. Wombwell
	Title:	 	Vice President and Secretary
	
	NUEVO INTERNATIONAL INC., as a Subsidiary Guarantor
		
	By:	 	 /s/ John F. Wombwell


	Name:	 	John F. Wombwell
	Title:	 	Vice President and Secretary
	
	NUEVO OFFSHORE COMPANY, as a Subsidiary Guarantor
		
	By:	 	 /s/ John F. Wombwell


	Name:	 	John F. Wombwell
	Title:	 	Vice President and Secretary
	
	NUEVO PERMIAN INC., as a Subsidiary Guarantor
		
	By:	 	 /s/ John F. Wombwell


	Name:	 	John F. Wombwell
	Title:	 	Vice President and Secretary










					
	NUEVO PERMIAN LIMITED PARTNERSHIP, as a Subsidiary Guarantor
			
	 	 	By:	 	NUEVO PERMIAN INC., in its capacity as general partner of Nuevo Permian Limited Partnership
		
	By:	 	 /s/ John F. Wombwell


	Name:	 	John F. Wombwell
	Title:	 	Vice President and Secretary
	
	NUEVO RESOURCES INC., as a Subsidiary Guarantor
		
	By:	 	 /s/ John F. Wombwell


	Name:	 	John F. Wombwell
	Title:	 	Vice President and Secretary
	
	NUEVO TEXAS INC., as a Subsidiary Guarantor
		
	By:	 	 /s/ John F. Wombwell


	Name:	 	John F. Wombwell
	Title:	 	Vice President and Secretary
	
	PACIFIC INTERSTATE OFFSHORE COMPANY, as a Subsidiary Guarantor
		
	By:	 	 /s/ John F. Wombwell


	Name:	 	John F. Wombwell
	Title:	 	Vice President and Secretary


  

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	JPMORGAN CHASE BANK NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Carol Logan


	Name:	 	Carol Logan
	Title:	 	Vice President and Trust Officer
	
	PLAINS EXPLORATION & PRODUCTION COMPANY
		
	By:	 	 /s/ John F. Wombwell


	Name:	 	John F. Wombwell
	Title:	 	Executive Vice President, General Counsel and Secretary
	
	ARGUELLO INC., as a Subsidiary Guarantor
		
	By:	 	 /s/ John F. Wombwell


	Name:	 	John F. Wombwell
	Title:	 	Vice President and Secretary
	
	PLAINS RESOURCES INTERNATIONAL INC., as a Subsidiary Guarantor
		
	By:	 	 /s/ John F. Wombwell


	Name:	 	John F. Wombwell
	Title:	 	Vice President and Secretary
	
	PXP GULF COAST INC., as a Subsidiary Guarantor
		
	By:	 	 /s/ John F. Wombwell


	Name:	 	John F. Wombwell
	Title:	 	Executive Vice President, General Counsel and Secretary


  

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	PLAINS LOUISIANA INC., as a New Subsidiary Guarantor
		
	By:	 	 /s/ John F. Wombwell


	Name:	 	John F. Wombwell
	Title:	 	Vice President and Secretary
	
	PXP LOUISIANA L.L.C., as a New Subsidiary Guarantor
		
	By:	 	 /s/ John F. Wombwell


	Name:	 	John F. Wombwell
	Title:	 	Vice President and Secretary


  

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 Annex I 
  
 Nuevo Ghana Inc., a Delaware corporation 
 Nuevo
International Inc., a Delaware corporation 
 Nuevo Offshore Company, a Delaware corporation 
 Nuevo Permian Inc., a Delaware corporation 
 Nuevo Permian Limited Partnership, a Texas limited partnership 
 Nuevo Resources Inc., a Delaware corporation 
 Nuevo Texas Inc., a Delaware
corporation 
 Pacific Interstate Offshore Company, a California corporation 
 Arguello Inc., a Delaware corporation 
 Plains Resources International Inc., a Delaware corporation 
 PXP Gulf Coast Inc., a Delaware corporation 
  

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