Eighth Supplemental Indenture



 Exhibit 4.2 
 EIGHTH SUPPLEMENTAL INDENTURE 
 This Eighth Supplemental Indenture, dated as of July 10, 2008 (this
“Supplemental Indenture”), among PXP Louisiana Operations LLC (the “New Subsidiary Guarantor”), Plains Exploration & Production Company, a Delaware corporation (together with its successors
and assigns, the “Company”), the existing subsidiary guarantors party hereto (the “Guarantors”), and Wells Fargo Bank, N.A., a nationally chartered association, as Trustee (the
“Trustee”) under the Indenture referred to below. 
 W I T N E S S E T H: 
 WHEREAS, the Company, the Guarantors and the Trustee have heretofore executed and delivered an Indenture (as amended, supplemented, waived or
otherwise modified through the date hereof, the “Indenture”), dated as of March 13, 2007, as supplemented by a First Supplemental Indenture, dated as of March 13, 2007, providing for the issuance of 7% Senior Notes
due 2017 of the Company (the “7% Notes”), by a Second Supplemental Indenture, dated as of June 5, 2007, providing for the addition of certain subsidiary guarantors, by a Third Supplemental Indenture, dated as of
June 19, 2007, providing for the issuance of 7 3/4% Senior Notes due 2015 (the “7 3/4% Notes”), by a Fourth Supplemental Indenture, dated as of November 14, 2007, providing for the addition of an additional
subsidiary guarantor, by a Fifth Supplemental Indenture, dated as of January 29, 2008, providing for the addition of certain subsidiary guarantors, by a Sixth Supplemental Indenture, dated as of February 13, 2008, providing for the
addition of certain subsidiary guarantors, and by a Seventh Supplemental Indenture, dated as of May 23, 2008, providing for the issuance of 7 5/8% Senior Notes due 2018 (the “7 5/8% Notes” and, together with the 7% Notes
and the 7 3/4% Notes, the “Notes”); 
 WHEREAS,
Section 10.17 of the Indenture provides that if any Domestic Restricted Subsidiary that is not a Guarantor is or becomes obligated under any Indebtedness pursuant to a Guarantee of Indebtedness of the Company or any Guarantor (other than
the Notes), and the maximum principal amount of Indebtedness of such Domestic Restricted Subsidiary under such Guarantee exceeds $10.0 million, the Company shall cause that Domestic Restricted Subsidiary to Guarantee the Notes and become a
Guarantor, pursuant to the Subsidiary Guarantee provisions of the Indenture, by executing a supplemental indenture and delivering it to the Trustee within 30 days after the date on which such Domestic Restricted Subsidiary Guaranteed such
Indebtedness of the Company or a Guarantor; provided, however, that the Company shall not be required to cause such Domestic Restricted Subsidiary to so Guarantee the Notes and become a Guarantor prior to the 180th day after the consummation of any transaction (including without limitation any merger, consolidation or purchase) pursuant to which such Domestic Restricted Subsidiary becomes a
Subsidiary of the Company; and 
 WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee, the Guarantors and the
Company are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any holder of the Notes. 
  

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 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the New Subsidiary Guarantor, the Company, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 
 ARTICLE I 
 Definitions 
 SECTION 1.1 Defined Terms. As used in this Supplemental Indenture, capitalized terms used, but not otherwise defined herein are used herein
as defined in the Indenture. 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 
 SECTION 2.1 Agreement to be Bound. The New Subsidiary Guarantor hereby
becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. The New Subsidiary Guarantor agrees to be bound by all of the
provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture. 
 ARTICLE III 
 Miscellaneous 
 SECTION 3.1 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
3.2 Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. 
 SECTION 3.3 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 3.4 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 with respect to the Notes, and every Holder of Notes 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 3.5 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 3.6 Headings. The headings of
the Articles and the sections in this Supplemental Indenture 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 Eighth Supplemental Indenture to be duly
executed as of the date first above written. 
  

			
	THE COMPANY:
	
	PLAINS EXPLORATION & PRODUCTION COMPANY
		
	By:	 	/s/ Winston M. Talbert
	Name:	 	Winston M. Talbert
	Title:	 	Executive Vice President & Chief Financial Officer


 Eighth Supplemental Indenture Signature Page 








			
	THE GUARANTORS:
	
	 ARGUELLO INC.
 BROWN PXP PROPERTIES, LLC
 LATIGO GAS GROUP, LLC
 LATIGO GAS HOLDINGS, LLC
 LATIGO HOLDINGS (TEXAS), LLC
 LATIGO INVESTMENTS, LLC
 LATIGO GAS SERVICES, LP
         By: Latigo Gas Group,
LLC, its general partner
 LATIGO PETROLEUM, INC.
 LATIGO PETROLEUM TEXAS,
LP
         By: Latigo Investments, LLC, its general partner
 NUEVO GHANA INC.
 NUEVO INTERNATIONAL INC.
 NUEVO OFFSHORE
COMPANY
 NUEVO RESOURCES INC.
 PACIFIC INTERSTATE OFFSHORE COMPANY
 PLAINS ACQUISITION CORPORATION
 PLAINS RESOURCES INC.
 PLAINS RESOURCES INTERNATIONAL INC.
 POGO ENERGY, INC.
 POGO PANHANDLE 2004, L.P.
         By: Pogo Energy, Inc.,
its general partner
 POGO PARTNERS, INC.
 POGO PRODUCING (SAN JUAN)
COMPANY
 POGO PRODUCING (TEXAS PANHANDLE) COMPANY
 PXP BRUSH CREEK LLC
         By: Plains Resources Inc., its sole member
 PXP
EAST PLATEAU LLC
         By: Plains Resources Inc., its sole member
 PXP HELL’S GULCH LLC
         By: Plains Resources
Inc., its sole member
 PXP PERMIAN INC.
 PXP PICEANCE LLC
         By: Plains Resources Inc., its sole member
 PXP
TEXAS INC.
 PXP TEXAS LIMITED PARTNERSHIP
         By: PXP Texas Inc., its general partner
 YT RANCH LLC
         By: PXP Piceance LLC, its sole member
         By: Plains Resources Inc., its sole member

		
	By:	 	/s/ Winston M. Talbert
	Name:	 	Winston M. Talbert
	Title:	 	Vice President & Treasurer


 Eighth Supplemental Indenture Signature Page 








			
	PXP LOUISIANA L.L.C.
	         By: Pogo Producing Company LLC, its sole
               member
         By: PXP Gulf Coast LLC, its sole member
         By: Plains
Exploration & Production Company,
               its sole member
 POGO PRODUCING COMPANY LLC, successor by
 merger to Plains Louisiana LLC (formerly
Plains
 Louisiana Inc.)
         By: PXP Gulf
Coast LLC, its sole member
         By: Plains Exploration & Production Company,
               its sole member
 PXP AIRCRAFT LLC
         By: Plains Exploration & Production Company,
               its sole member
 PXP DEEPWATER L.L.C.
         By: Plains Exploration & Production Company,
               its sole member
 PXP GULF COAST LLC, formerly PXP Gulf Coast Inc.
         By: Plains Exploration & Production
Company,
               its sole member

		
	By:	 	/s/ Winston M. Talbert
	Name:	 	Winston M. Talbert
	Title:	 	Executive Vice President & Chief Financial Officer


 Eighth Supplemental Indenture Signature Page 








			
	THE NEW SUBSIDIARY GUARANTOR:
	
	 PXP LOUISIANA OPERATIONS LLC
         By: PXP Louisiana L.L.C., its sole member
         By: Pogo Producing
Company LLC,
               its sole member
         By: PXP Gulf Coast LLC, its sole member
         By: Plains Exploration & Production Company,
               its sole member

		
	By:	 	/s/ Winston M. Talbert
	Name:	 	Winston M. Talbert
	Title:	 	Executive Vice President & Chief Financial Officer


 Eighth Supplemental Indenture Signature Page 








			
	THE TRUSTEE:
	
	WELLS FARGO BANK, N.A.
		
	By:	 	/s/ Patrick Giordano
	Name:	 	Patrick Giordano
	Title:	 	Vice President


 Eighth Supplemental Indenture Signature Page