First Amendment to Amended and Restated Indenture dated as of June 18, 2004


 Exhibit 4.01 
  
 First Amendment to Indenture 
  

First Amendment (the “First Amendment”) dated as of December 1, 2005, by and among Plains Exploration &
Production Company (formerly Plains Exploration & Production Company, L.P.) (the “Issuer”), the Subsidiary Guarantors (as defined by reference below) and JPMorgan Chase Bank, National Association (formerly known as JPMorgan
Chase Bank) (the “Trustee”), as Trustee, to the Amended and Restated Indenture dated as of June 18, 2004, among the Issuer, the Subsidiary Guarantors and the Trustee regarding the Issuer’s 8 3/4% Senior Subordinated Notes due 2012 (capitalized terms used and not defined in this Amendment have the meanings
given to such terms in the Indenture). 
  
 WHEREAS the Issuer has determined that Paragraph (8) of the definition of Consolidated Net Income in the Indenture contains an omission (the omission of the words “or Commodity Agreements”) which results in an inconsistency
in the treatment of unrealized non-cash gains or losses in respect of different types of hedging engaged in by the Company and inconsistent treatment of such non-cash gains or losses for purposes of the Limitations on Restricted Payments covenant in
Section 3.5(c) of the Indenture; and 
  
 WHEREAS Section 9.1(1) of the Indenture permits the Issuer, the Subsidiary Guarantors and the Trustee to amend the Indenture without notice to or consent of any Securityholder to cure any ambiguity, omission, defect or inconsistency.

  
 NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the Issuer, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows: 
  
 1.        Amendment.    So that the omission and inconsistencies described above may be corrected, the Issuer, the Subsidiary Guarantors and the Trustee hereby amend and
restate Paragraph (8) of the definition of Consolidated Net Income in the Indenture to read in its entirety as follows: 
  
     “any unrealized non-cash gains or losses on charges in respect of Hedging Obligations or
Commodity Agreements (including those resulting from the application of Statement of Financial Accounting Standards 133); and” 
  
 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 First Amendment or the Indenture or Supplemental Indentures or any
provision herein or therein contained. 
  
 3.        Governing Law.    This First Amendment shall be governed by, and construed with, the laws of the State of New York. 






 4.        Severability
Clause.    In case any provision in this First Amendment 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. 
  
 5.        Ratification of Indenture and Supplemental Indentures: First Amendment 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 First Amendment 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 representations or warranty as to the validity or sufficiency of this First
Amendment. 
  
 6.        Counterparts.    The Parties hereto may sign one or more copies of this First Amendment in counterparts, all of which together shall constitute one and the same
agreement. 
  
 7.        Headings.    The headings of the Articles and the sections in this First Amendment are for convenience of reference only and shall not be deemed to alter or affect
the meaning or interruption of any provisions hereof. 
  
 [Remainder of Page Intentionally Blank] 






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

			
	 PLAINS EXPLORATION &
 PRODUCTION COMPANY

	
	 By: /s/ Stephen A
Thorington                    

	 Name:
	 	 Stephen A. Thorington

	 Title:
	 	 Executive Vice President & Chief
 Financial Officer

	
	 ARGUELLO INC., as a Subsidiary
 Guarantor

	
	 By: /s/ Stephen A
Thorington                    

	 Name:
	 	 Stephen A. Thorington

	 Title:
	 	 Vice President & Treasurer

	
	 BROWN PXP PROPERTIES, LLC, as a
 Subsidiary Guarantor

	
	 By: /s/ Stephen A
Thorington                    

	 Name:
	 	 Stephen A. Thorington

	 Title:
	 	 Vice President & Treasurer

	
	 NUEVO GHANA INC., as a Subsidiary
 Guarantor

	
	 By: /s/ Stephen A
Thorington                    

	 Name:
	 	 Stephen A. Thorington

	 Title:
	 	 Vice President & Treasurer










			
	 NUEVO INTERNATIONAL INC., as a
 Subsidiary Guarantor

	
	 By: /s/ Stephen A
Thorington                    

	 Name:
	 	 Stephen A. Thorington

	 Title:
	 	 Vice President & Treasurer

	
	 NUEVO OFFSHORE COMPANY, as a
 Subsidiary Guarantor

	
	 By: /s/ Stephen A
Thorington                    

	 Name:
	 	 Stephen A. Thorington

	 Title:
	 	 Vice President & Treasurer

	
	 NUEVO RESOURCES INC., as a
 Subsidiary Guarantor

	
	 By: /s/ Stephen A
Thorington                    

	 Name:
	 	 Stephen A. Thorington

	 Title:
	 	 Vice President & Treasurer

	
	 PACIFIC INTERSTATE OFFSHORE
 COMPANY, as a Subsidiary Guarantor

	
	 By: /s/ Stephen A
Thorington                    

	 Name:
	 	 Stephen A. Thorington

	 Title:
	 	 Vice President & Treasurer

	
	 PLAINS LOUISIANA INC., as a Subsidiary
 Guarantor

	
	 By: /s/ Stephen A
Thorington                    

	 Name:
	 	 Stephen A. Thorington

	 Title:
	 	 Vice President & Treasurer










			
	 PLAINS RESOURCES INTERNATIONAL
 INC., as a Subsidiary Guarantor

	
	 By: /s/ Stephen A
Thorington                    

	 Name:
	 	 Stephen A. Thorington

	 Title:
	 	 Vice President & Treasurer

	
	 PXP GULF COAST INC., as a Subsidiary
 Guarantor

	
	 By: /s/ Stephen A
Thorington                    

	 Name:
	 	 Stephen A. Thorington

	 Title:
	 	 Vice President & Treasurer

	
	 PXP LOUISIANA L.L.C., as a Subsidiary
 Guarantor

	
	 By: /s/ Stephen A
Thorington                    

	 Name:
	 	 Stephen A. Thorington

	 Title:
	 	 Vice President & Treasurer

	
	 PXP PERMIAN INC., as a Subsidiary
 Guarantor

	
	 By: /s/ Stephen A
Thorington                    

	 Name:
	 	 Stephen A. Thorington

	 Title:
	 	 Vice President & Treasurer

	
	 PXP TEXAS INC., as a Subsidiary
 Guarantor

	
	 By: /s/ Stephen A
Thorington                    

	 Name:
	 	 Stephen A. Thorington

	 Title:
	 	 Vice President & Treasurer










					
	 PXP TEXAS LIMITED PARTNERSHIP, as
 a Subsidiary Guarantor

			
	 	 	 By:
	 	 PXP TEXAS INC., its General
 Partner

	
	 By: /s/ Stephen A
Thorington                    

	 Name:
	 	 Stephen A. Thorington

	 Title:
	 	 Vice President & Treasurer

	
	 JPMORGAN CHASE BANK, NATIONAL
 ASSOCIATION, (formerly known as
 JPMorgan Chase Bank) as Trustee

	
	 By: /s/ Mary Jane
Henson                    

	 Name:
	 	 Mary Jane Henson

	 Title:
	 	 Vice President