exhibit4_1.htm






  





  











  








AMENDMENT NO. 5 TO


 


AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 12, 2010, is among Plains Exploration & Production Company, a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower party to this amendment, 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”).


 


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 as 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 Loan 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 before the definition of “Applicable Margin”:


 


“Amendment No. 5” means Amendment No. 5 dated as of April 12, 2010, among the Borrower, the Guarantors, the Lenders party thereto, and the Administrative Agent.


 


“Amendment No. 5 Effective Date” means the "Amendment Effective Date" as defined in Amendment No. 5.


 


(b) 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 No. 5 Effective Date to but excluding the next Redetermination Date, the amount of the Borrowing Base shall be $1,300,000,000.  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).




  





  











  






 


(c) Section 9.06(g) is hereby amended to read as follows:


 


(g)           Investments (i) made by the Borrower in or to the Guarantors, (ii) made by any Subsidiary in or to the Borrower or any Guarantor, (iii) made by the Borrower or any Excluded Subsidiary in or to the Excluded Subsidiaries and (iv) made by the Borrower or any Restricted Subsidiary in or to Unrestricted Subsidiaries, Nuevo Energy Company and Sepulveda Oil and Gas Company and all other Restricted Subsidiaries which are not Guarantors (other than the Excluded Subsidiaries); provided that, with respect to any Investment described in clause (iv), (A) the aggregate amount at any one time of all such Investments (valued as of the date of such Investment) made after the Amendment No. 5 Effective Date shall not exceed $250,000,000, (B) no Default or Event of Default has occurred and is continuing at the time such Investment is made or would result from the making of such Investment, and (C) the Borrower’s Minimum Liquidity after giving effect to such Investment is not less than $115,000,000.


 


(d) Section 9.06(h) is hereby amended to read as follows:


 


(h)           Investments (including, without limitation, capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or a Restricted Subsidiary with others in the ordinary course of business; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired in the ordinary course of business and on fair and reasonable terms and (iii) such venture interests acquired and capital contributions made after the Amendment No. 5 Effective Date (valued as of the date such interest was acquired or the contribution made) do not exceed, in the aggregate at any time outstanding an amount equal to $150,000,000.


 


3. Conditions to Effectiveness.  This amendment will become effective on the date on which the following conditions have been satisfied or waived (the “Amendment Effective Date”):


 


(a) The Administrative Agent has received this amendment, executed and delivered by the Borrower, the Guarantors, the Administrative Agent and the Required Lenders; and


 


(b) The representations and warranties of the Borrower in Section 4 hereof are true and correct.


 


4. Representations and Warranties.  The Borrower hereby represents and warrants to the Administrative Agent and each of the Lenders as follows:


 




  





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(a) This amendment has been duly authorized by all necessary corporate action and constitutes the binding obligation of the Borrower and the Guarantors.


 


(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 change in 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. Guarantor Acknowledgement.  As an additional inducement to and in consideration of the Lenders’ acceptance of this amendment, each of the Guarantors hereby acknowledges the execution of the foregoing amendment by the Borrower and agrees that this acknowledgement is not required under the terms of the Guaranty and that the execution hereof by the Guarantors will not be construed to require the Lenders to obtain their acknowledgement or consent to any future amendment, modification or waiver of any term of the Credit Agreement except as otherwise provided in the Guaranty.  Each of the Guarantors hereby agrees that the Guaranty shall apply to all indebtedness, obligations and liabilities of the Borrower and the Guarantors to the Lenders under the Credit Agreement as amended by this Amendment.  Each Guarantor further acknowledges and agrees that the Guaranty shall be and remain in full force and effect.


 


7. 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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8. 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.


 


9. 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.


 


10. 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.


 


11. Governing Law.  This amendment is governed by and will be construed in accordance with the law of the State of New York.


 


12. 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.


 


13. 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












Signature Page to Amendment No. 5




  





  











  














	  	
ARGUELLO INC.


LATIGO PETROLEUM, INC.


PLAINS ACQUISITION


  CORPORATION


PLAINS RESOURCES INC.


POGO PARTNERS, INC.


POGO PRODUCING COMPANY LLC


PXP AIRCRAFT LLC


PXP GULF COAST LLC


PXP LOUISIANA L.L.C.


    PXP LOUISIANA OPERATIONS LLC


	  	  
	  	  
	  	
By:           /s/ Winston M. Talbert            


	  	
Name:      Winston M. Talbert


	  	
Title:        Vice President and Treasurer


	  	
  Financial Officer












Signature Page to Amendment No. 5




  





  











  














	  	
JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender


	  	  
	  	  
	  	
By:           /s/ Michael A. Kamauf                                                   


	  	
Name:      Michael A. Kamauf


	  	
Title:        Vice President












Signature Page to Amendment No. 5




  





  











  














	  	
BANK OF AMERICA, N.A.


	  	  
	  	  
	  	
By:           /s/ Ron McKaig                                                   


	  	
Name:     Ron McKaig


	  	
Title:       Senior Vice President












Signature Page to Amendment No. 5




  





  











  














	  	
BANK OF MONTREAL


	  	  
	  	  
	  	
By:           /s/ James V. Ducote                                                    


	  	
Name:      James V. Ducote


	  	
Title:        Director

















Signature Page to Amendment No. 5




  





  











  














	  	
WELLS FARGO BANK, NATIONAL ASSOCIATION


	  	  
	  	  
	  	
By:           /s/ Paul A. Squires                                                   


	  	
Name:      Paul A. Squires


	  	
Title:        Vice President

















Signature Page to Amendment No. 5




  





  











  














	  	
TORONTO DOMINION (TEXAS) LLC


	  	  
	  	  
	  	
By:           /s/ Debbi L. Brito                                                   


	  	
Name:      Debbi L. Brito


	  	
Title:       Authorized Signatory

















Signature Page to Amendment No. 5




  





  











  














	  	
THE BANK OF NOVA SCOTIA


	  	  
	  	  
	  	
By:           /s/ David G. Mills                                                   


	  	
Name:      David G. Mills


	  	
Title:        Managing Director

















Signature Page to Amendment No. 5




  





  











  














	  	
BANK OF SCOTLAND, NEW YORK BRANCH


	  	  
	  	  
	  	
By:           /s/ Julia R. Franklin                                                   


	  	
Name:      Julia R. Franklin


	  	
Title:       Assistant Vice President

















Signature Page to Amendment No. 5




  





  











  














	  	
THE ROYAL BANK OF SCOTLAND PLC


	  	  
	  	  
	  	
By:           /s/ Lucy Walker                                                   


	  	
Name:      Lucy Walker


	  	
Title:        Vice President

















Signature Page to Amendment No. 5




  





  











  














	  	
BNP PARIBAS


	  	  
	  	  
	  	
By:           /s/ Brian M. Malone                                                    


	  	
Name:      Brian M. Malone


	  	
Title:        Managing Director


	  	  
	  	  
	  	
By:           /s/ Greg Smothers                                                    


	  	
Name:      Greg Smothers


	  	
Title:        Director

















Signature Page to Amendment No. 5




  





  











  














	  	
BARCLAYS BANK PLC


	  	  
	  	  
	  	
By:           /s/ Sam Yoo                                                   


	  	
Name:      Sam Yoo


	  	
Title:       Assistant Vice President

















Signature Page to Amendment No. 5




  





  











  














	  	
FORTIS CAPITAL CORP.


	  	  
	  	  
	  	
By:           /s/ Betsey Jocher              


	  	
Name:      Betsy Jocher


	  	
Title:        Director


	  	  
	  	  
	  	
By:           /s/ Greg Smothers                                                    


	  	
Name:      Greg Smothers


	  	
Title:        Director

















Signature Page to Amendment No. 5




  





  











  














	  	
ING CAPITAL LLC


	  	  
	  	  
	  	
By:           /s/ Juli Bieser                                                   


	  	
Name:      Juli Bieser


	  	
Title:        Director

















Signature Page to Amendment No. 5




  





  











  














	  	
CITICORP NORTH AMERICA, INC.


	  	  
	  	  
	  	
By:           /s/ Todd J. Mogil                                                   


	  	
Name:      Todd J. Mogil


	  	
Title:        Vice President

















Signature Page to Amendment No. 5




  





  











  














	  	
COMERICA BANK


	  	  
	  	  
	  	
By:           /s/ Greg Smith                                                   


	  	
Name:      Greg Smith


	  	
Title:        Senior Vice President














  





  











  
















	  	
UNION BANK,  N.A.


	  	  
	  	  
	  	
By:          /s/ Timothy Brendel                                     


	  	
Name:     Timothy Brendel


	  	
Title:       Vice President

















Signature Page to Amendment No. 5




  





  











  














	  	
CAPITAL ONE, N.A.


	  	  
	  	  
	  	
By:           /s/ Paul D. Hein                                                   


	  	
Name:      Paul D. Hein


	  	
Title:        Vice President

















Signature Page to Amendment No. 5




  





  











  














	  	
COMPASS BANK


	  	  
	  	  
	  	
By:           /s/ Kathleen J. Bowen                                                   


	  	
Name:      Kathleen J. Bowen


	  	
Title:        Senior Vice President












Signature Page to Amendment No. 5




  





  











  














	  	
UBS LOAN FINANCE LLC


	  	  
	  	  
	  	
By:           /s/ Irja R. Otsa                                                   


	  	
Name:      Irja R. Otsa


	  	
Title:        Associate Director


	  	  
	  	  
	  	
By:           /s/ Mary E. Evans                                                    


	  	
Name:      Mary E. Evans


	  	
Title:        Associate Director

















Signature Page to Amendment No. 5




  





  











  














	  	
GOLDMAN SACHS CREDIT PARTNERS L.P.


	  	  
	  	  
	  	
By:           /s/ Andrew Caditz                                                   


	  	
Name:     Andrew Caditz


	  	
Title:       Authorized Signatory

















Signature Page to Amendment No. 5




  





  











  














	  	
MORGAN STANLEY BANK, N.A.


	  	  
	  	  
	  	
By:           /s/ Ryan Vetsch                                                   


	  	
Name:     Ryan Vetsch


	  	
Title:       Authorized Signatory

















Signature Page to Amendment No. 5




  





  











  














	  	
STERLING BANK


	  	  
	  	  
	  	
By:           /s/ Parul June                                                   


	  	
Name:      Parul June


	  	
Title:        Banking Officer

















 







Signature Page to Amendment No. 5