Third Supplemental Indenture, dated as of August 21, 2006



 Exhibit 4.2 
 THIRD SUPPLEMENTAL INDENTURE 
 This Third Supplemental Indenture, dated as of August 21, 2006 (this “Supplemental
Indenture” or “Guarantee”), among Cane River Development LLC, a Delaware limited liability company (“Cane River”), PXP Deepwater L.L.C., a Delaware limited liability company
(“Deepwater” and, together with Cane River, the “New Subsidiary Guarantors”), Plains Exploration & Production Company, a Delaware corporation (together with its successors and assigns, the
“Issuer”), the subsidiary guarantors party thereto (the “Current Subsidiary Guarantors”), and Wells Fargo Bank, N.A., as Trustee (the “Trustee”) under the Indenture referred to
below. 
 W I T N E S S E T H: 
 WHEREAS, the Issuer,
the Current Subsidiary Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of June 30, 2004 (as amended, supplemented, waived or otherwise modified through the date hereof, the
“Indenture”), providing for the initial issuance of an aggregate principal amount of $250,000,000 of 7 1/8% Senior Notes due 2014 of the Issuer (the “Securities”); 
 WHEREAS, Section 3.10 of the Indenture provides that the Issuer is required to cause each Restricted Subsidiary other than a Foreign Subsidiary created
or acquired by the Issuer and each of the Congo Domestic Subsidiaries, to the extent set forth in the Indenture, 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, and interest on the Securities on a senior 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 Guarantors, the Issuer, the other Current Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the
Securities as follows: 
 Definitions 
 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. 
 Agreement to be Bound; Guarantee 
 Agreement
to be Bound. Each of the New Subsidiary Guarantors 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. Each of the New Subsidiary Guarantors 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. 
 Guarantee. Each of the New Subsidiary Guarantors 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 basis. 







 Miscellaneous 
 Notices. All notices and other communications to the New Subsidiary Guarantors shall be given as provided in the Indenture to the New Subsidiary Guarantors 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. 
 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. 
 Governing Law. This Supplemental Indenture shall
be governed by, and construed in accordance with, the laws of the State of New York. 
 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. 
 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. 
 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. 
 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] 







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

			
	PLAINS EXPLORATION & PRODUCTION COMPANY
		
	By:	 	/s/ Winston M. Talbert
	Name:	 	Winston M. Talbert
	Title:	 	Executive Vice President & Chief Financial Officer
	
	CANE RIVER DEVELOPMENT LLC, as a New Subsidiary Guarantor
		
	By:	 	/s/ John F. Wombwell
	Name:	 	John F. Wombwell
	Title:	 	Vice President & Secretary
	
	PXP DEEPWATER L.L.C., as a New Subsidiary Guarantor
		
	By:	 	/s/ Winston M. Talbert
	Name:	 	Winston M. Talbert
	Title:	 	Vice President & Treasurer
	
	WELLS FARGO BANK. N.A., as Trustee
		
	By:	 	/s/ Nancye Patterson
	Name:	 	Nancye Patterson
	Title:	 	Vice President