**EXHIBIT 4.2**

 

**SECOND SUPPLEMENTAL INDENTURE**

 

This Second Supplemental Indenture, dated as of June 30, 2004 (this “***Supplemental Indenture***” or“***Guarantee***”), among the entities listed on Annex I hereto (collectively, the “***New Subsidiary Guarantors***”), Plains Exploration & Production Company, a Delaware corporation (together with itssuccessors and assigns, the “***Company***”) and Plains E&P Company, a Delaware corporation (together with the Company, the “***Issuers***”), each other then existing Subsidiary Guarantor under the Indenturereferred to below, and JPMorgan Chase Bank, a New York banking corporation, as Trustee (the “***Trustee***”) under the Indenture referred to below. 

 

W I T N E S S E T H: 

 

WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have heretofore executed and delivered an Amended and Restated Indenture, dated as of June18, 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 Issuers (the“***Securities***”); 

 

WHEREAS, Section3.12 of the Indenture provides that the Company is required to cause each Restricted Subsidiary other than the Congo Domestic Subsidiaries or a Foreign Subsidiary created or acquired by the Company execute and deliver to the Trustee a SubsidiaryGuarantee 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 Securitieson a senior subordinated basis; and 

 

WHEREAS, pursuant toSection 9.1 of the Indenture, the Trustee and the Issuers 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 andvaluable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantors, the Issuers, the other Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of theSecurities as follows: 

 

ARTICLE I 

 

Definitions

 

SECTION 1.1 Defined Terms. As used in this Guarantee, terms defined inthe 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 theIndenture 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 thisSupplemental 

 

Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 

 

ARTICLE II 

 

Agreement to be Bound; Guarantee

 

SECTION 2.1 Agreement to be Bound. Each New Subsidiary Guarantor hereby becomes a party to the Indenture, as aSubsidiary 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 New Subsidiary Guarantor agrees to be bound by all of the provisions of theIndenture 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. Each New Subsidiary Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely assurety, 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 Obligationspursuant to Article X of the Indenture on a senior subordinated basis. 

 

ARTICLE III 

 

Miscellaneous

 

SECTION 3.1 Notices. Allnotices and other communications to the New Subsidiary Guarantor shall be given as provided in the Indenture to each New Subsidiary Guarantor at the following address, with a copy to the Issuers as provided in the Indenture for notices to theIssuers: 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 thanthe 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 begoverned 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 notin any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability. 

 

2 

SECTION 3.5 Ratification of Indenture; Supplemental Indentures Part of Indenture. Except asexpressly 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 allpurposes, 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 morecopies 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 deemedto alter or affect the meaning or interpretation of any provisions hereof. 

 

**[SIGNATURE PAGE FOLLOWS]**

 

3 

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

 
NUEVO ENERGY COMPANY, as a Subsidiary GuarantorBy: /s/    STEPHEN A.THORINGTON        
Name:
 **Stephen A. Thorington**
Title:
 **Executive Vice President and Chief Financial Officer**NUEVO GHANA INC., as a Subsidiary GuarantorBy: /s/    STEPHEN A.THORINGTON        
Name:
 **Stephen A. Thorington**
Title:
 **Executive Vice President and Chief Financial Officer**NUEVO INTERNATIONAL INC., as a Subsidiary GuarantorBy: /s/    STEPHEN A.THORINGTON        
Name:
 **Stephen A. Thorington**
Title:
 **Executive Vice President and Chief Financial Officer**NUEVO OFFSHORE COMPANY, as a Subsidiary GuarantorBy: /s/    STEPHEN A.THORINGTON        
Name:
 **Stephen A. Thorington**
Title:
 **Executive Vice President and Chief Financial Officer**NUEVO PERMIAN INC., as a Subsidiary GuarantorBy: /s/    STEPHEN A.THORINGTON        
Name:
 **Stephen A. Thorington**
Title:
 **Executive Vice President and Chief Financial Officer**
 

SecondSupplemental Indenture Signature Page 

 

NUEVO PERMIAN LIMITED PARTNERSHIP, as a Subsidiary GuarantorBy: NUEVO PERMIAN INC., in its capacity as general partner of Nuevo Permian Limited PartnershipBy: /s/    STEPHEN A.THORINGTON        
Name:
 **Stephen A. Thorington**
Title:
 **Executive Vice President and Chief Financial Officer**NUEVO RESOURCES INC., as a Subsidiary GuarantorBy: /s/    STEPHEN A.THORINGTON        
Name:
 **Stephen A. Thorington**
Title:
 **Executive Vice President and Chief Financial Officer**NUEVO TEXAS INC., as a Subsidiary GuarantorBy: /s/    STEPHEN A.THORINGTON        
Name:
 **Stephen A. Thorington**
Title:
 **Executive Vice President and Chief Financial Officer**
PACIFIC INTERSTATE OFFSHORE

COMPANY, as aSubsidiary Guarantor
By: /s/    STEPHEN A.THORINGTON        
Name:
 **Stephen A. Thorington**
Title:
 **Executive Vice President and Chief Financial Officer**
 

SecondSupplemental Indenture Signature Page 

 

JPMORGAN CHASE BANK, as TrusteeBy: /s/    REBECCA A. NEWMAN        
Name:
 **Rebecca A. Newman**
Title:
 **Vice President**PLAINS EXPLORATION & PRODUCTION COMPANYBy: /s/    STEPHEN A.THORINGTON        
Name:
 **Stephen A. Thorington**
Title:
 **Executive Vice President and Chief Financial Officer**PLAINS E&P COMPANYBy: /s/    STEPHEN A.THORINGTON        
Name:
 **Stephen A. Thorington**
Title:
 **Executive Vice President and Chief Financial Officer**ARGUELLO INC., as a Subsidiary GuarantorBy: /s/    STEPHEN A.THORINGTON        
Name:
 **Stephen A. Thorington**
Title:
 **Executive Vice President and Chief Financial Officer**
 

SecondSupplemental Indenture Signature Page 

 

PLAINS RESOURCES INTERNATIONAL INC.,

as aSubsidiary Guarantor
By: /s/    STEPHEN A.THORINGTON        
Name:
 **Stephen A. Thorington**
Title:
 **Executive Vice President and Chief Financial Officer**PMCT INC., as a Subsidiary GuarantorBy: /s/    STEPHEN A.THORINGTON        
Name:
 **Stephen A. Thorington**
Title:
 **Executive Vice President and Chief Financial Officer**
PXP GULF COAST INC., as a Subsidiary

Guarantor
By: /s/    STEPHEN A.THORINGTON        
Name:
 **Stephen A. Thorington**
Title:
 **Executive Vice President and Chief Financial Officer**
 

SecondSupplemental Indenture Signature Page 

 

**Annex I**

 

Nuevo Energy Company, a Delaware corporation 

Nuevo Ghana Inc., a Delaware corporation 

Nuevo International Inc., a Delaware corporation 

Nuevo Offshore Company, a Delaware corporation 

Nuevo Permian Inc., aDelaware corporation 

Nuevo Permian Limited Partnership, a Texas limited partnership 

Nuevo Resources Inc., a Delaware corporation 

Nuevo Texas Inc., a Delaware corporation 

Pacific Interstate Offshore Company, a California corporation****