Third Amendment to Credit Agreement, Date as of May 28, 2004



 EXHIBIT 10.13 
  
 EXECUTION COPY 
  
 THIRD AMENDMENT 
  
 TO 
  
 CREDIT AGREEMENT 
  
 Dated as of May 28, 2004

  
 AMONG 
  
 PLAINS EXPLORATION & PRODUCTION COMPANY, 
  
 AS BORROWER, 
  
 THE GUARANTORS, 
  
 JPMORGAN CHASE BANK, 
  
 AS ADMINISTRATIVE AGENT,

  
 AND 
  
 THE LENDERS PARTY HERETO 
  







 THIRD AMENDMENT TO CREDIT AGREEMENT 
  
 THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”) dated as of May 28, 2004, is among
PLAINS EXPLORATION & PRODUCTION COMPANY, a Delaware corporation (the “Borrower”); each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Obligors”); JPMORGAN
CHASE BANK, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (collectively, the
“Lenders”); and each of the undersigned Lenders. 
  
 R E C I T A L S 
  
 A. The Borrower, the
Agents and the Lenders are parties to that certain Credit Agreement dated as of April 4, 2003 (as amended by the First Amendment to Credit Agreement dated as of August 8, 2003 and the Second Amendment to Credit Agreement dated as of May 14, 2004,
the “Credit Agreement”), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower. 
  
 B. The Borrower has requested and the Lenders have agreed to amend certain provisions of the Credit Agreement. 
  
 C. NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
  
 Section 1. Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit
Agreement. Unless otherwise indicated, all section references in this Third Amendment refer to sections of the Credit Agreement. 
  
 Section 2. Amendments to Credit Agreement. 
  
 2.1 Amendments to Section 1.02. 
  
 (a) The definition of “Agreement” is hereby amended in its entirety to read follows: 
  
 “Agreement” means this Credit Agreement, as
amended by the First Amendment, the Second Amendment and the Third Amendment, as the same may from time to time be amended, modified, supplemented or restated. 
  

(b) The following definitions arc hereby added where alphabetically appropriate to read as follows: 
  
 “Senior Indenture” means the indenture
among the Borrower, as issuer, any subsidiary guarantors party thereto and a trustee, pursuant to which Senior Notes are issued, as amended or supplemented pursuant to Section 9.04(b). 
  







 “Senior Notes” means senior unsecured notes issued by the Borrower
pursuant to the Senior Indenture, in compliance with Section 9.02(i), having a stated coupon acceptable to the Administrative Agent, a final maturity no earlier than seven years from the Effective Date and other terms reasonably acceptable to the
Administrative Agent. 
  
 “Third
Amendment” means the Third Amendment to Credit Agreement dated as of May 28, 2004 among the Borrower, the Guarantors and the Lenders party thereto. 
  
 2.2 Amendment to Section 2.07(e). Section 2.07(e) is hereby amended by deleting the word “redeemed” and replacing it with the word
“tendered” in the twenty-third line thereof. 
  
 2.3
Amendment to Section 7.03(c). Section 7.03(c) is hereby amended by inserting the words “or the Senior Indenture, as the case may be” after the words “Permitted Additional Senior Subordinated Indenture” in the third line
thereof. 
  
 2.4 Amendment to Section 7.04(c). Section
7.04(c) is hereby amended by inserting the words “or Senior Notes, as the case may be” after the words “Permitted Additional Senior Subordinated Notes” in the second line thereof. 
  
 2.5 Amendment to Section 8.01(n). Section 8.01(n) is hereby amended by
inserting the words “or Senior Notes” after the words “Permitted Additional Senior Subordinated Notes” in the title thereof and by inserting the words “or Senior Notes, as the case may be,” after the words
“Permitted Additional Senior Subordinated Notes” in the second line thereof. 
  
 2.6 Amendment to 8.14(d). Section 8.14(d) is hereby amended by inserting the words “, the Senior Notes” after the words “the 2002 Senior Subordinated Notes” in the twelfth line thereof.

  
 2.7 Amendment to Section 9.02(i). Section 9,02(i) is
hereby amended in its entirety to read as follows: 
  
 “(i) Debt under the Permitted Additional Senior Subordinated Notes and/or the Senior Notes and any guarantees thereof by the Guarantors (including any Persons becoming Guarantors simultaneously with the incurrence of such Debt), the
principal amount of which does not exceed $300,000,000 in the aggregate; provided that: (i) the proceeds (net of transaction fees and expenses) of the issuance of such Permitted Additional Senior Subordinated Notes and/or Senior Notes shall be used
solely to repay in full the outstanding loans and other amounts payable under the Nuevo Credit Agreement and if any excess proceeds remain after giving effect to such repayment, subject to the other terms of this Agreement, such excess proceeds may
be used to repay outstanding Debt of the Borrower, (ii) the conditions of Section 2.07(e)(i)(A) and (B) have been or shall be concurrently satisfied (or waived in accordance with Section 12.02 of the Credit Agreement) and (iii) at the time of
incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of
such incurrence).” 
  

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 2.8 Amendment to Section 9.04(a)(vii). Section 9.04(a)(vii) is hereby amended in its entirety to
read as follows: 
  
 “(vii) to the extent
not permitted by clauses (i) to (vi) above, the Borrower may make Restricted Payments in respect of Equity Interests of the Borrower in an mount not to exceed $2,500,000 in the aggregate minus the aggregate principal amount of 2002 Senior
Subordinated Notes, Permitted Additional Senior Subordinated Notes and Senior Notes Redeemed under Section 9.04(b)(i).” 
  
 2.9 Amendments to Section 9.04(b). Section 9.04(b) is hereby amended in its entirety to read as follows: 
  
 “(b) Repayment of Senior Subordinated Notes and
Senior Unsecured Notes: Amendment of Indentures. The Borrower will not, and will not permit any Restricted Subsidiary to, prior to the Termination Date: (i) call, make or offer to make any optional or voluntary Redemption (whether in whole or in
part) of the 2002 Senior Subordinated Notes, the Permitted Additional Senior Subordinated Notes or the Senior Notes, provided that the Borrower may Redeem 2002 Senior Subordinated Notes, Permitted Additional Senior Subordinated Notes or Senior Notes
to the extent that it could make a Restricted Payment under
 Section 9.04(a)(vii), (ii) amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of the 2002 Senior
Subordinated Notes, the Permitted Additional Senior Subordinated Notes, the Senior Notes, the 2002 Senior Subordinated Indenture, the Permitted Additional Senior Subordinated Indenture or the Senior Indenture if (A) the effect thereof would be to
shorten its maturity or average life or increase the amount of any payment of principal thereof or increase the rate or shorten any period for payment of interest thereon, (B) such action requires the payment of a consent fee (other than in
connection with a consent solicitation solely to conform all or a portion of the covenants contained in the 2002 Senior Subordinated Indenture to the covenants contained in the Permitted Additional Senior Subordinated Indenture or the Senior
Indenture, provided that such consent fee is acceptable to the Administrative Agent) or (c) the effect thereof would be to add any guarantor or surety, unless such guarantor or surety also guarantees the Indebtedness pursuant to the Guaranty
Agreement and each of the Borrower and such guarantor or surety otherwise complies with Section 8.14(d), or (iii) designate any Debt (other than obligations of the Borrower and the Restricted Subsidiaries pursuant to the Loan Documents) as
“Designated Senior Indebtedness” or “Designated Guarantor Senior Indebtedness” or give any such other Debt any other similar designation for the purposes of the 2002 Senior Subordinated Indenture or the Permitted Additional
Senior Subordinated Indenture.” 
  
 Section 3. Conditions
Precedent. This Third Amendment shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement) (the “Effective Date”):

  

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 3.1 The Administrative Agent and the Lenders shall have received all fees and other amounts due and
payable, if any, in connection with this Third Amendment on or prior to the Effective Date. 
  
 3.2 The Administrative Agent shall have received from all of the Lenders the Borrower and each Guarantor, counterparts (in such number as may be requested by the Administrative Agent) of this Third Amendment signed on
behalf of such Persons. 
  
 3.3 The Administrative Agent shall
have received such other documents as the Administrative Agent or special counsel to the Administrative Agent may reasonably request. 
  
 3.4 No Default shall have occurred and be continuing, after giving effect to the terms of this Third Amendment. 
  
 Section 4. Miscellaneous. 
  
 4.1 Confirmation. The provisions of the Credit Agreement, as amended
by this Third Amendment, shall remain in full force and effect following the effectiveness of this Third Amendment. 
  
 4.2 Ratification and Affirmation: Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Third Amendment; (b)
ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect,
except as expressly amended hereby, notwithstanding the amendments contained herein and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Third Amendment: (i) all of the representations
and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties
shall continue to be true and correct as of such specified earlier date, (ii) no Default has occurred and is continuing and (iii) since April 4, 2003, there has been no event, development or circumstance that has had or could reasonably be expected
to have a Material Adverse Effect. 
  
 4.3 Loan Document.
This Third Amendment is a “Loan Document” as defined and described in the Credit Agreement and all of the terms and provisions of the Credit Agreement relating to Loan Documents shall apply hereto. 
  
 4.4 Counterparts. This Third Amendment may be executed by one or more
of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Third Amendment by facsimile transmission shall be effective as
delivery of a manually executed counterpart hereof. 
  
 4.5 No
Oral Agreement. This Third Amendment, the Credit Agreement and the other Loan Documents executed in connection herewith and therewith represent the final agreement between the parties and may not be contradicted by evidence of prior,
contemporaneous, or 
  

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 unwritten oral agreements of the parties. There are no subsequent oral agreements between the parties. 
  
 4.6 GOVERNING LAW. THIS THIRD AMENDMENT (INCLUDING, BUT NOT LIMITED
TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
  
 [SIGNATURES BEGIN NEXT PAGE] 
  

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 IN WITNESS WHEREOF, the pasties hereto have caused this Third Amendment to be duly executed as of the
date first written above. 
  

									
	 BORROWER:
	 	 	 	 PLAINS EXPLORATION & PRODUCTION COMPANY

					
	 	 	 	 	 	 	By:	 	 /s/    Winston M. Talbert

	 	 	 	 	 	 	 Name:
 Title:
	 	 Winston M. Talbert
 Vice President—Finance & Treasurer


  
  

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	 GUARANTORS:
	 	 	 	 ARGUELLO INC.
 PLAINS E&P COMPANY
 PMCT INC.
 PLAINS RESOURCES
 INTERNATIONAL INC.
  
  

					
	 	 	 	 	 	 	By:	 	 /s/    Winston M. Talbert

	 	 	 	 	 	 	 Name:
 Title:
	 	 Winston M. Talbert
 Vice President—Finance & Treasurer


  
  
  

									
	 	 	 	 	 PXP GULF COAST INC.
  

					
	 	 	 	 	 	 	By:	 	 /s/    Winston M. Talbert

	 	 	 	 	 	 	 Name:
 Title:
	 	 Winston M. Talbert
 Vice President—Finance & Treasurer


  

	

  

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	 ADMINISTRATIVE AGENT:
	 	 	 	 JPMORGAN CHASE BANK, as a Lender and as
 Administrative Agent
  

					
	 	 	 	 	 	 	By:	 	 /s/    Robert C. Mertensotto

	 	 	 	 	 	 	 	 	 Robert C. Mertensotto
 Managing Director


  

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	 BANK ONE, NA (MAIN OFFICE CHICAGO),
 as a Lender and a Co-Syndication Agent
  

		
	By:	 	 /s/    Charles Kingswell-Smith

	 	 	 Charles Kingswell-Smith
 Director



  
  

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	 HARRIS NESBITT FINANCING, INC.,
 as a Lender
and as a Co-Syndication Agent
  

		
	By:	 	 /s/    James V. Ducote

	 	 	 James V. Ducote
 Vice President



  

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	 BNP PARIBAS, as a Lender and as
 a Co-Documentation Agent
  

		
	By:	 	 /s/    Brian Malone

	 	 	 Brian Malone
 Managing Director



  

			
	 
		
	By:	 	 /s/    Gabe Ellisor

	 	 	 Gabe Ellisor
 Vice President



  
  

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	 THE BANK OF NOVA SCOTIA, as a Lender and
 as a Co-Documentation Agent
  

		
	By:	 	 /s/    A. S. Norsworthy

	 	 	 A. S. Norsworthy
 Senior Manager



  
  

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	 BANK OF SCOTLAND, as a Lender and as a
 Managing Agent
  

		
	By:	 	 /s/    Karen Workman

	 	 	 Karen Workman
 Assistant Vice President



  
  

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	 FLEET NATIONAL BANK, as a Lender and as a
 Managing Agent
  

		
	By:	 	 /s/    Michael J. Dillon

	 	 	 Michael J. Dillon
 Managing Director



  
  

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	 FORTIS CAPITAL CORP., as a Lender and as a
 Managing Agent
  

		
	By:	 	 /s/    Chris Parada

	 	 	 Chris Parada
 Vice President



  
  

			
	 
		
	By:	 	 /s/    Darrell J. Holley

	 	 	 Darrell J. Holley
 Managing Director



  

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	 WACHOVIA BANK, NATIONAL ASSOCIATION,
 as a Lender and as a Managing Agent
  

		
	By:	 	 /s/    David Humphreys

	 	 	 David Humphreys
 Director



  
  

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	 WELLS FARGO BANK TEXAS, NATIONAL
 ASSOCIATION, as a Lender and as a Managing
 Agent
  

		
	By:	 	 /s/    Paul A. Squires

	 	 	 Paul A. Squires
 Vice President



  
  

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	 CALYON NEW YORK BRANCH, as successor in
 interest by consolidation to Credit Lyonnais New
 York Branch, as a Lender
  

		
	By:	 	 /s/    Pierre Debray

	 	 	 Pierre Debray
 Managing Director



  
  

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	 COMERICA BANK—TEXAS, as a Lender
  

		
	By:	 	 /s/    Charles E. Hall

	 	 	 Charles E. Hall
 Senior Vice President



  

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	 DEUTSCHE BANK TRUST COMPANY
 AMERICAS, as a Lender
  

		
	By:	 	 /s/    Marcus Tarkington

	 	 	 Marcus Tarkington
 Director



  

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	 TORONTO DOMINION (TEXAS), INC.,
 as a Lender

		
	By:	 	 /s/    Neva Nesbit

	 	 	 Neva Nesbit
 Vice President



  

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