Amendment No.3 to Amended and Restated Credit Agreement


 EXHIBIT 4.1 
 AMENDMENT NO. 3 TO 
 AMENDED AND RESTATED CREDIT AGREEMENT 
 THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 23, 2008, is among Plains Exploration & Production Company,
a Delaware corporation (the “Borrower”), the several banks and other financial institutions signatories hereto (the “Lenders”), and JPMorgan Chase Bank, N.A., a national banking association, as Administrative Agent
for the Lenders (the “Administrative Agent”). J.P. Morgan Securities Inc. (“JPMorgan”) is acting as sole lead arranger with respect to this amendment, and JPMorgan and Banc of America Securities LLC are acting as
joint bookrunners with respect to this amendment. 
 RECITALS 
 A. The Borrower, the Lenders and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of November 6, 2007 (as
amended, modified or supplemented prior to the date hereof, the “Credit Agreement”). 
 B. The Borrower has requested that
the Credit Agreement be amended to, among other things, increase the Maximum Credit Amounts as more fully set forth herein, and the Lenders are willing to do so subject to the terms and conditions set forth herein and provided that the Borrower and
the Guarantors (as defined in the Credit Agreement) ratify and confirm all of their obligations under the Credit Agreement and the other Credit Documents. 
 NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth in this amendment, the Borrower and the Lenders agree as follows: 
 1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein have the meanings assigned to such terms in the Credit Agreement.

 2. Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows: 
 (a) Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions after the definition of Alternate Base Rate:

 “Amendment Effective Date” means the date on which Amendment No. 3 becomes effective. 
 “Amendment No. 3” means Amendment No. 3 dated as of July 23, 2008, among the Borrower, the Lenders party
thereto, and the Administrative Agent. 
 (b) Section 2.02(e) of the Credit Agreement is hereby amended to read as follows: 

(e) On the Amendment Effective Date (or as soon as practicable after the Amendment Effective Date with respect to (iii)): 

(i) the Borrower shall pay all accrued and unpaid commitment fees, break funding fees under Section 5.02, if any, associated with
refunded “Eurodollar Loans” outstanding under this Agreement and all other fees that are outstanding under this Agreement for the account of each “Lender” or “Issuing Bank” under this Agreement; 






 (ii) each “ABR Loan” outstanding under this Agreement shall be deemed to be
repaid with the proceeds of a new ABR Loan under this Agreement; and each “Eurodollar Loan” outstanding under this Agreement shall be repaid with the proceeds of a new Eurodollar Loan under this Agreement made by the Lenders in accordance
with their respective Applicable Percentage of the Borrowing; and 
 (iii) each Lender whose Maximum Credit Amount was
modified pursuant to Amendment No. 3 shall deliver to the Borrower as soon as practicable after the Amendment Effective Date any promissory note issued by the Borrower to it under this Agreement, marked “canceled” or otherwise
similarly defaced. 
 (c) Section 2.07(a) of the Credit Agreement is hereby amended to read as follows: 
 (a) Initial Borrowing Base. For the period from and including the Amendment Effective Date to but excluding the next
Redetermination Date, the amount of the Borrowing Base shall be $3,100,000,000. Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments from time to time, whether before or after such Redetermination Date, pursuant to
Section 8.12(c), Section 9.02(a)(ix) or Section 9.12(d). 
 (d) Section 2.09(a) of the Credit Agreement is hereby amended
to read as follows: 
 (a) The Borrower may on no more than five occasions during the period beginning on the Amendment
Effective Date to and including the date that is six months prior to the Maturity Date, by written notice to the Administrative Agent executed by the Borrower and one or more financial institutions (any such financial institution executing such
notice being called an “Increasing Lender”), which may include any Lender, cause the Maximum Credit Amounts to be extended by the Increasing Lenders if such Increasing Lender is not already a Lender (or cause the Maximum Credit Amounts of
the Increasing Lenders that are already Lenders to be increased, as the case may be) in an amount for each Increasing Lender set forth in such notice; provided, that (i) each extension of new Maximum Credit Amounts or increase in existing
Maximum Credit Amounts pursuant to this paragraph shall result in the aggregate Maximum Credit Amounts 

  

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being increased by no less than $25,000,000, (ii) the sum of all new Maximum Credit Amounts and increases in existing Maximum Credit Amounts pursuant to
this paragraph shall not exceed $400,000,000 without the approval of all Lenders, (iii) each Increasing Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed),
(iv) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed joinder agreement in a form reasonably satisfactory to the
Administrative Agent and the Borrower (a “Joinder Agreement”), (v) any Lender requested by the Borrower to become an Increasing Lender may elect, or decline, such request in its sole discretion, (vi) since December 31, 2007,
no event has occurred that has had or could reasonably be expected to have a Material Adverse Effect, and (vii) no Default or Event of Default has occurred and is continuing. New Maximum Credit Amounts and increases in Maximum Credit Amounts
shall become effective on the date specified in the applicable notices delivered pursuant to this paragraph. 
 (e) Annex I to the Credit
Agreement is hereby amended to read as set forth in Annex I hereto. 
 3. Conditions to Effectiveness. This amendment will become
effective on the date on which the following conditions have been satisfied or waived: 
 (a) The representations and warranties of the
Borrower in Section 4 hereof are true and correct; 
 (b) The Administrative Agent has received this amendment, executed and delivered
by the Borrower, the Administrative Agent and the Lenders; 
 (c) Each Guarantor has executed and delivered an acknowledgment and consent to
this amendment in form and substance satisfactory to the Administrative Agent. 
 (d) The Administrative Agent shall have received a
certificate of the Secretary or an Assistant Secretary of the Borrower and of each Guarantor dated as of the Effective Date setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower or such
Guarantor to execute and deliver this amendment, and (ii) certifying that there have been no changes since April 23, 2007, to either (A) the officers of the Borrower or such Guarantor who are authorized to sign the Loan Documents to
which the Borrower or such Guarantor is a party and act as its representative for the purposes of signing documents and giving notices and other communications in connection with the Credit Agreement and the transactions contemplated hereby, or
(B) the articles or certificate of incorporation and bylaws of the Borrower or such Guarantor. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the
Borrower to the contrary. 
  

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 (e) The Administrative Agent shall have received an opinion of Bracewell & Giuliani LLP, special
counsel to the Borrower, dated as of the effective date of this Amendment in form and substance reasonably satisfactory to the Administrative Agent. The Borrower hereby requests Bracewell & Giuliani LLP to deliver such opinion. 

(f) The Administrative Agent, the Arrangers and the Lenders whose Maximum Credit Amounts are increasing as a result of this Amendment shall have
received all fees and other amounts due and payable on or prior to the effective date of this Amendment, including with respect to the Administrative Agent or the arranger only, to the extent invoiced, reimbursement or payment of all out-of-pocket
expenses for which invoices have been presented required to be reimbursed or paid by the Borrower hereunder. 
 4. Representations and
Warranties. The Borrower hereby represents and warrants to the Administrative Agent and each of the Lenders as follows: 
 (a) This
amendment has been duly authorized by all necessary corporate action and constitutes the binding obligation of the Borrower. 
 (b) Each of
the representations and warranties made by the Borrower and the Guarantors in or pursuant to the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof, as if made (after giving effect to
this amendment) on and as of such date, except for any representations and warranties made as of a specified date, which were true and correct in all material respects as of such specified date. 
 (c) After giving effect to this amendment, no Default or Event of Default has occurred and is continuing as of the date hereof. 
 (d) Since the date of the most recent audited financial statements of the Borrower and its Subsidiaries delivered to the Lenders pursuant to
Section 8.01(a) of the Credit Agreement, there has been no material adverse effect on the business, operations, Property or financial condition of the Borrower and its Restricted Subsidiaries taken as a whole, excluding the effect of events,
developments and circumstances affecting the oil and gas exploration and production industry generally. 
 5. Continuing Effect of the
Credit Agreement. This amendment does not constitute a waiver of any provision of the Credit Agreement and is not to be construed as a consent to any action on the part of the Borrower that would require a waiver or consent of the Lenders or an
amendment or modification to any term of the Loan Documents except as expressly stated herein. The Borrower hereby confirms and ratifies the Credit Agreement as amended hereby and each of the other Loan Documents to which it is a party and
acknowledges and agrees that the same continue in full force and effect as amended hereby (as applicable). 
 6. Reference to the Credit
Agreement. Upon the effectiveness of this amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “herein” or words of like import refer to the Credit Agreement, as amended and affected
hereby. 
  

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 7. Counterparts. This amendment may be executed by all parties hereto in any number of separate
counterparts each of which may be delivered in original, facsimile or other electronic (e.g., “.pdf”) form and all of such counterparts taken together constitute one instrument. 
 8. References. The words “hereby,” “herein,” “hereinabove,” “hereinafter,” “hereinbelow,”
“hereof,” “hereunder” and words of similar import when used in this amendment refer to this amendment as a whole and not to any particular article, section or provision of this amendment. References in this amendment to a section
number are to such sections of the Credit Agreement unless otherwise specified. 
 9. Headings Descriptive. The headings of the
several sections of this amendment are inserted for convenience only and do not in any way affect the meaning or construction of any provision of this amendment. 
 10. Governing Law. This amendment is governed by and will be construed in accordance with the law of the State of New York. 
 11. Payment of Expenses. The Borrower shall pay or reimburse the Administrative Agent for all of its out-of-pocket costs and reasonable expenses incurred in connection with this amendment, any other documents
prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent. 
 12. Final Agreement of the Parties. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. 
 [Signature Pages Follow] 
  

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 IN WITNESS WHEREOF, the parties are signing this amendment as of the date first above written.

  

			
	 PLAINS EXPLORATION &
 PRODUCTION COMPANY

		
	By:	 	 /s/ Winston M. Talbert

	Name:	 	Winston M. Talbert
	Title:	 	Executive Vice President and Chief Financial Officer


  

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	JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender
		
	By:	 	 /s/ Michael A. Kamauf

	Name:	 	Michael A. Kamauf
	Title:	 	Vice President


  

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	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Paul A. Squires

	Name:	 	Paul A. Squires
	Title:	 	Vice President


  

 Signature Page to Amendment No. 3 








			
	THE BANK OF NOVA SCOTIA
		
	By:	 	 /s/ David Mills

	Name:	 	David Mills
	Title:	 	Director


  

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	BANK OF MONTREAL
		
	By:	 	 /s/ Gumaro Tijerina

	Name:	 	Gumaro Tijerina
	Title:	 	Vice President


  

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	BNP PARIBAS
		
	By:	 	 /s/ Brian M. Malone

	Name:	 	Brian M. Malone
	Title:	 	Managing Director
		
	By:	 	 /s/ Greg Smothers

	Name:	 	Greg Smothers
	Title:	 	Director


  

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	TORONTO DOMINION (TEXAS) LLC
		
	By:	 	 /s/ Debbi L. Brito

	Name:	 	Debbi L. Brito
	Title:	 	Authorized Signatory


  

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	BANK OF SCOTLAND, NEW YORK BRANCH
		
	By:	 	 /s/ Julia R. Franklin

	Name:	 	Julia R. Franklin
	Title:	 	Assistant Vice President


  

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	BANK OF AMERICA, N.A.
		
	By:	 	 /s/ Ronald E. McKaig

	Name:	 	Ronald E. McKaig
	Title:	 	Senior Vice President


  

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	THE ROYAL BANK OF SCOTLAND PLC
		
	By:	 	 Robert L. Roberts

	Name:	 	Robert L. Roberts
	Title:	 	Managing Director


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	FORTIS CAPITAL CORP.
		
	By:	 	 /s/ Scott Myatt

	Name:	 	Scott Myatt
	Title:	 	Vice President
		
	By:	 	 /s/ Darrell Holley

	Name:	 	Darrell Holley
	Title:	 	Managing Director


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	CITICORP NORTH AMERICA, INC.
		
	By:	 	 /s/ David E. Hunt

	Name:	 	David E. Hunt
	Title:	 	Vice President


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	ING CAPITAL LLC
		
	By:	 	 /s/ Charles E. Hall

	Name:	 	Charles E. Hall
	Title:	 	Managing Director


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	WACHOVIA BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Henry R. Biedrzycki

	Name:	 	Henry R. Biedrzycki
	Title:	 	Director


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	COMERICA BANK
		
	By:	 	 /s/ Greg Smith

	Name:	 	Greg Smith
	Title:	 	Vice President


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	CAPITAL ONE, N.A.
		
	By:	 	 /s/ Paul D. Hein

	Name:	 	Paul D. Hein
	Title:	 	Vice President


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	LEHMAN BROTHERS COMMERCIAL BANK
		
	By:	 	 /s/ Brian Halbeisen

	Name:	 	Brian Halbeisen
	Title:	 	VP/ Credit Officer


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	UNION BANK OF CALIFORNIA, N.A.
		
	By:	 	 /s/ Daniel A. Davis

	Name:	 	Daniel A. Davis
	Title:	 	Vice President


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	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Monte E. Deckerd

	Name:	 	Monte E. Deckerd
	Title:	 	Senior Vice President


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	BARCLAYS BANK PLC
		
	By:	 	 /s/ Joseph Gyurindak

	Name:	 	Joseph Gyurindak
	Title:	 	Director


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	UBS LOAN FINANCE LLC
		
	By:	 	 /s/ Irja R. Otsa

	Name:	 	Irja R. Otsa
	Title:	 	Associate Director
		
	By:	 	 /s/ David B. Julie

	Name:	 	David B. Julie
	Title:	 	Associate Director


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	COMPASS BANK
		
	By:	 	 /s/ Kathleen J. Bowen

	Name:	 	Kathleen J. Bowen
	Title:	 	Senior Vice President


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	STERLING BANK
		
	By:	 	 /s/ Melissa Bauman

	Name:	 	Melissa Bauman
	Title:	 	Senior Vice President


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	MORGAN STANLEY BANK
		
	By:	 	 /s/ Daniel Twenge

	Name:	 	Daniel Twenge
	Title:	 	Authorized Signatory


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	GOLDMAN SACHS CREDIT PARTNERS L.P.
		
	By:	 	 /s/ Andrew Caditz

	Name:	 	Andrew Caditz
	Title:	 	Authorized Signatory


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	GOLDMAN SACHS BANK USA
		
	By:	 	 /s/ William Yarbenet

	Name:	 	William Yarbenet
	Title:	 	Vice President


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 ANNEX I 
 LIST OF MAXIMUM CREDIT AMOUNTS 
  

							
	 Name of Lender
	  	Maximum
Credit Amount	  	Applicable Percentage	 
	 JPMorgan Chase Bank, N.A.
	  	$	190,000,000.00	  	7.03703703704	%
	 Wells Fargo Bank, National Association
	  	$	210,431,034.49	  	7.79374201815	%
	 The Bank of Nova Scotia
	  	$	190,000,000.00	  	7.03703703704	%
	 Bank of Montreal
	  	$	190,000,000.00	  	7.03703703704	%
	 BNP Paribas
	  	$	190,000,000.00	  	7.03703703704	%
	 Toronto Dominion (Texas) LLC
	  	$	190,000,000.00	  	7.03703703704	%
	 Bank of Scotland, New York Branch
	  	$	163,793,103.44	  	6.06641123852	%
	 Bank of America, N.A.
	  	$	160,000,000.00	  	5.92592592593	%
	 The Royal Bank of Scotland plc
	  	$	160,000,000.00	  	5.92592592593	%
	 Fortis Capital Corp.
	  	$	120,000,000.00	  	4.44444444444	%
	 Citicorp North America, Inc.
	  	$	108,000,000.00	  	4.00000000000	%
	 ING Capital LLC
	  	$	100,000,000.00	  	3.70370370370	%
	 Wachovia Bank, National Association
	  	$	100,000,000.00	  	3.70370370370	%
	 Comerica Bank
	  	$	98,275,862.07	  	3.63984674333	%
	 Capital One, N. A.
	  	$	75,000,000.00	  	2.77777777778	%
	 Lehman Brothers Commercial Bank
	  	$	67,000,000.00	  	2.48148148148	%
	 Union Bank of California, N.A.
	  	$	67,000,000.00	  	2.48148148148	%
	 U.S. Bank National Association
	  	$	60,000,000.00	  	2.22222222222	%
	 Barclays Bank plc
	  	$	54,000,000.00	  	2.00000000000	%
	 UBS Loan Finance LLC
	  	$	54,000,000.00	  	2.00000000000	%
	 Compass Bank
	  	$	50,000,000.00	  	1.85185185185	%
	 Sterling Bank
	  	$	35,000,000.00	  	1.29629629630	%
	 Morgan Stanley Bank
	  	$	33,750,000.00	  	1.25000000000	%
	 Goldman Sachs Credit Partners L.P.
	  	$	25,000,000.00	  	0.92592592593	%
	 Goldman Sachs Bank USA
	  	$	8,750,000.00	  	0.32407407407	%
			
	 TOTAL
	  	$	2,700,000,000.00	  	100.00000000000	%