Fourth Supplemental Indenture



 Exhibit 4.1 
  
 FOURTH SUPPLEMENTAL INDENTURE 
  

This Fourth Supplemental Indenture, dated as of June 28, 2005 (this “Supplemental Indenture” or
“Guarantee”), among Brown PXP Properties, LLC, a Texas limited liability company (the “New Subsidiary Guarantor”), 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. 
  
 WITNESSETH: 
  
 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 Guarantor, 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. 
  

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 ARTICLE II 
  
 Agreement to be Bound; Guarantee 
  
 SECTION 2.1 Agreement to be Bound. The 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. The 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. The 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 the New Subsidiary Guarantor shall be given as provided in the Indenture to the 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. 
  

			
	BROWN PXP PROPERTIES, LLC, as the New Subsidiary Guarantor
		
	By:	 	 /s/ Stephen A. Thorington


	Name:	 	Stephen A. Thorington
	Title:	 	Vice President and Treasurer
	
	JPMORGAN CHASE BANK, as Trustee
		
	By:	 	 /s/ Carol Logan


	Name:	 	Carol Logan
	Title:	 	Vice President
	
	PLAINS EXPLORATION & PRODUCTION COMPANY
		
	By:	 	  


	Name:	 	  


	Title:	 	  


	
	ARGUELLO INC., as a Subsidiary Guarantor
		
	By:	 	 /s/ Stephen A. Thorington


	Name:	 	Stephen A. Thorington
	Title:	 	Vice President and Treasurer
	
	NUEVO GHANA INC., as a Subsidiary Guarantor
		
	By:	 	 /s/ Stephen A. Thorington


	Name:	 	Stephen A. Thorington
	Title:	 	Vice President and Treasurer
	
	NUEVO INTERNATIONAL INC., as a Subsidiary Guarantor
		
	By:	 	 /s/ Stephen A. Thorington


	Name:	 	Stephen A. Thorington
	Title:	 	Vice President and Treasurer


  
 [Fourth
Supplemental Indenture Signature Page] 








			
	NUEVO OFFSHORE COMPANY, as a Subsidiary Guarantor
		
	By:	 	 /s/ Stephen A. Thorington


	Name:	 	Stephen A. Thorington
	Title:	 	Vice President and Treasurer
	
	NUEVO RESOURCES INC., as a Subsidiary Guarantor
		
	By:	 	 /s/ Stephen A. Thorington


	Name:	 	Stephen A. Thorington
	Title:	 	Vice President and Treasurer
	
	PACIFIC INTERSTATE OFFSHORE COMPANY, as a Subsidiary Guarantor
		
	By:	 	 /s/ Stephen A. Thorington


	Name:	 	Stephen A. Thorington
	Title:	 	Vice President and Treasurer
	
	PLAINS LOUISIANA INC., as a Subsidiary Guarantor
		
	By:	 	 /s/ Stephen A. Thorington


	Name:	 	Stephen A. Thorington
	Title:	 	Vice President and Treasurer
	
	PLAINS RESOURCES INTERNATIONAL INC., as a Subsidiary Guarantor
		
	By:	 	 /s/ Stephen A. Thorington


	Name:	 	Stephen A. Thorington
	Title:	 	Vice President and Treasurer
	
	PXP GULF COAST INC., as a Subsidiary Guarantor
		
	By:	 	 /s/ Stephen A. Thorington


	Name:	 	Stephen A. Thorington
	Title:	 	Vice President and Treasurer


  
 [Fourth
Supplemental Indenture Signature Page] 








					
	PXP LOUISIANA L.L.C., as a Subsidiary Guarantor
		
	By:	 	 /s/ Stephen A. Thorington


	Name:	 	Stephen A. Thorington
	Title:	 	Vice President and Treasurer
	
	PXP PERMIAN INC., as a Subsidiary Guarantor
		
	By:	 	 /s/ Stephen A. Thorington


	Name:	 	Stephen A. Thorington
	Title:	 	Vice President and Treasurer
	
	PXP TEXAS INC., as a Subsidiary Guarantor
		
	By:	 	 /s/ Stephen A. Thorington


	Name:	 	Stephen A. Thorington
	Title:	 	Vice President and Treasurer
	
	PXP TEXAS LIMITED PARTNERSHIP, as a Subsidiary Guarantor
			
	 	 	By:	 	PXP PERMIAN INC., in its capacity as general partner of PXP Texas Limited Partnership
		
	By:	 	 /s/ Stephen A. Thorington


	Name:	 	Stephen A. Thorington
	Title:	 	Vice President and Treasurer


  
 [Fourth
Supplemental Indenture Signature Page] 







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