EX-10.17




 Exhibit 10.17 

CONSENT AND FOURTH AMENDMENT TO 

THE STOCKHOLDERS AGREEMENT 

This CONSENT AND FOURTH AMENDMENT (this “Consent and Amendment”) TO THE STOCKHOLDERS AGREEMENT dated as of November 17,
2011, as amended by Amendment No. 1 thereto dated as of December 22, 2011, as amended by Amendment No. 2 thereto dated as of January 31, 2012, as amended by Section 2 of the Waiver Agreement dated August 16, 2012 (as so
amended, the “Stockholders Agreement”), by and among Plains Offshore Operations Inc., a Delaware corporation (the “Company”), Freeport-McMoRan Oil & Gas LLC (formerly Plains Exploration &
Production Company), a Delaware limited liability company (“FM O&G”), and PXP Resources LLC, a Delaware limited liability company (“PXP Resources”), and each investor named in Schedule A thereto
(collectively, the “Investors”) is made and entered into as of January 15, 2014 by and among the Company, FM O&G, PXP Resources and the undersigned Investors in accordance with Section 3.06 of the Stockholders
Agreement. All capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Stockholders Agreement. 

WHEREAS, pursuant to the Notice of Intention to Issue Additional Equity dated November 15, 2013, the Investors have agreed to fund
their Pro Rata Percentages of certain Cost Overruns through the purchase of shares of Preferred Stock together with non-detachable Warrants to be issued by the Company in accordance with Section 2.04 of the Stockholders Agreement on
January 15, 2014 (the “Equity Funding”); 
 WHEREAS, the Company, FM O&G, PXP Resources and the undersigned
Investors, whose consent or approval would constitute Majority Preferred Approval (as defined in the Stockholders Agreement), desire to amend the Stockholders Agreement to reflect the Equity Funding and to approve the amendment (the “COD
Amendment”) to the Certificate of Designation of 8.0% Convertible Preferred Stock of the Company dated November 17, 2011, in the form attached as Exhibit A hereto, increasing the number of shares designated as “8.0%
Convertible Preferred Stock”. 
 NOW, THEREFORE, in consideration of the foregoing recitals and the agreements contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows: 

 

	1)	Amendment to the Stockholders Agreement. Upon the consummation of the Equity Funding, Schedule A to the Stockholders Agreement is hereby amended by deleting the table entirely and inserting in its place
the table attached as Exhibit B hereto. 

  

	2)	COD Amendment. PXP Resources and the undersigned Investors hereby approve the adoption of the COD Amendment and authorize and direct the officers of the Company to take all such further actions, on behalf
of the Company, as they may deem necessary, desirable or convenient to carry out the intent of the foregoing approval, including the filing of the COD Amendment with the Secretary of State of the State of Delaware and the execution by any one of
them, on behalf of the Company, of all other and further agreements, requests, certificates, instruments or documents, and the doing of all such further acts, necessary or appropriate to reflect or effect the foregoing. 










	3)	Miscellaneous. The provisions of Sections 3.01 (Counterparts), 3.03 (Governing Law) and 3.04 (Waiver of Jury Trial) of the Stockholders Agreement shall apply, mutatis mutandis, to this Consent
and Amendment. 

  

	4)	Full Force and Effect. Except as amended hereby, each of the Company, FM O&G, PXP Resources and each of the Investors acknowledges and agrees that all provisions of the Stockholders Agreement remain in
full force and effect as originally written. Any references set forth in any document delivered in connection with the Stockholders Agreement shall be deemed to include a reference to the Stockholders Agreement as amended by this Consent and
Amendment, whether or not so stated in the document. 

 [Signature page follows.] 

  
 2 









 IN WITNESS WHEREOF, the parties hereto have entered into this Consent and Amendment as of the date first written
above. 
  

							
	PLAINS OFFSHORE OPERATIONS INC.
			
		 	By:	 	 /s/ Marc A. Hensel

		 		 	Name:	 	Marc A. Hensel
		 		 	Title:	 	Vice President
	
	PXP RESOURCES LLC
			
		 	By:	 	 /s/ Marc A. Hensel

		 		 	Name:	 	Marc A. Hensel
		 		 	Title:	 	Vice President
	
	FREEPORT-MCMORAN OIL & GAS LLC
			
		 	By:	 	 /s/ Marc A. Hensel

		 		 	Name:	 	Marc A. Hensel
		 		 	Title:	 	Vice President



  
 [Signature Page to
Consent and Fourth Amendment to Stockholders Agreement] 









 
											
	EIG ENERGY FUND XV, L.P.
	A Delaware limited partnership (“Fund XV”)
			
		 	By:	 	 EIG Management Company, LLC, as Sub-adviser to and Attorney-in-Fact for TCW Asset Management Company, Manager of Fund
XV

					
		 		 		 	By:	 	 /s/ Kurt A. Talbot

		 		 		 		 	Name:	 	Kurt A. Talbot
		 		 		 		 	Title:	 	Co-president and Chief Investment Officer
					
		 		 		 	By:	 	 /s/ Patrick H. Hickey

		 		 		 		 	Name:	 	Patrick H. Hickey
		 		 		 		 	Title:	 	Senior Vice President
	
	EIG ENERGY FUND XV-A, L.P.
	A Delaware limited partnership (“Fund XV-A”)
			
		 	By:	 	EIG Management Company, LLC, as Sub-adviser to and Attorney-in-Fact for TCW Asset Management Company, Manager of Fund XV-A
					
		 		 		 	By:	 	 /s/ Kurt A. Talbot

		 		 		 		 	Name:	 	Kurt A. Talbot
		 		 		 		 	Title:	 	Co-president and Chief Investment Officer
					
		 		 		 	By:	 	 /s/ Patrick H. Hickey

		 		 		 		 	Name:	 	Patrick H. Hickey
		 		 		 		 	Title:	 	Senior Vice President



  
 [Signature Page to
Consent and Fourth Amendment to Stockholders Agreement] 









 
											
	EIG ENERGY FUND XV-B, L.P.
	A Delaware limited partnership (“Fund XV-B”)
			
		 	By:	 	EIG Management Company, LLC, as Sub-adviser to and Attorney-in-Fact for TCW Asset Management Company, Manager of Fund XV-B
					
		 		 		 	By:	 	 /s/ Kurt A. Talbot

		 		 		 		 	Name:	 	Kurt A. Talbot
		 		 		 		 	Title:	 	Co-president and Chief Investment Officer
					
		 		 		 	By:	 	 /s/ Patrick H. Hickey

		 		 		 		 	Name:	 	Patrick H. Hickey
		 		 		 		 	Title:	 	Senior Vice President
	
	EIG ENERGY XV BLOCKER (PLAINS), LLC
	A Delaware limited liability company (“Blocker”)
			
		 	By:	 	EIG Management Company, LLC, as Manager of Blocker
					
		 		 		 	By:	 	 /s/ Kurt A. Talbot

		 		 		 		 	Name:	 	Kurt A. Talbot
		 		 		 		 	Title:	 	Co-president and Chief Investment Officer
					
		 		 		 	By:	 	 /s/ Patrick H. Hickey

		 		 		 		 	Name:	 	Patrick H. Hickey
		 		 		 		 	Title:	 	Senior Vice President



  
 [Signature Page to
Consent and Fourth Amendment to Stockholders Agreement] 









 Exhibit A 

COD Amendment 
 [see
attached] 

  
 [Exhibit A – COD
Amendment] 









 Exhibit B 

Schedule A to Stockholders Agreement 
  

																	
	 Purchaser
	  	Number of
Shares of
Convertible
Preferred
Stock	 	  	Number of
Escrowed
Class A
Shares	 	  	Number of
Warrants	 	  	Aggregate
Purchase Price	 
	 EIG Energy Fund XV, L.P. 
 c/o EIG
Management Company, LLC
 1700 Pennsylvania Avenue, NW, Suite 800

Washington, DC 20006
 Attn: Niranjan Ravindran

Phone: 202-600-3309
 Fax: 202-600-3409

e-mail: niranjan.ravindran@eigpartners.com
	  	 	124,464	  	  	 	22,844,654	  	  	 	2,522,747	  	  	$	124,464,000	  
					
	 EIG Energy Fund XV-A, L.P. 
 c/o EIG
Management Company, LLC
 1700 Pennsylvania Avenue, NW, Suite 800

Washington, DC 20006
 Attn: Niranjan Ravindran

Phone: 202-600-3309
 Fax: 202-600-3409

e-mail: niranjan.ravindran@eigpartners.com
	  	 	84,951	  	  	 	15,592,333	  	  	 	1,721,862	  	  	$	84,951,000	  
					
	 EIG Energy Fund XV-B, L.P. 
 c/o EIG
Management Company, LLC
 1700 Pennsylvania Avenue, NW, Suite 800

Washington, DC 20006
 Attn: Niranjan Ravindran

Phone: 202-600-3309
 Fax: 202-600-3409

e-mail: niranjan.ravindran@eigpartners.com
	  	 	82,132	  	  	 	15,074,780	  	  	 	1,664,725	  	  	$	82,132,000	  
					
	 EIG Energy XV Blocker (Plains), LLC 
 c/o
EIG Management Company, LLC
 1700 Pennsylvania Avenue, NW, Suite 800

Washington, DC 20006
 Attn: Niranjan Ravindran

Phone: 202-600-3309
 Fax: 202-600-3409

e-mail: niranjan.ravindran@eigpartners.com
	  	 	66,587	  	  	 	12,221,567	  	  	 	1,349,644	  	  	$	66,587,000	  
					
	 MTP Energy Master Fund Ltd 
 c/o Magnetar
Financial LLC
 1603 Orrington Avenue, 13th Floor
 Evanston, IL
60201
 Attention: Zoe Allen
 Phone: (847) 905-4639

email: notices@magnetar.com
	  	 	19,697	  	  	 	3,615,333	  	  	 	399,236	  	  	$	19,697,000	  
					
	 MTP Energy Opportunities Fund I LLC 
 c/o
Magnetar Financial LLC
 1603 Orrington Avenue, 13th Floor

Evanston, IL 60201
 Attention: Zoe Allen

Phone: (847) 905-4639
 email:
notices@magnetar.com
	  	 	5,267	  	  	 	966,667	  	  	 	106,756	  	  	$	5,267,000	  
					
	 MTP Opportunity Fund, LLC 
 c/o BlackRock
Alternative Advisors
 601 Union Street, 56th Floor
 Seattle, WA
98101
 Attn: Megan Hannah
 Fax: (206) 613-6712

email: megan.hannah@blackrock.com
	  	 	10,323	  	  	 	1,894,666	  	  	 	209,237	  	  	$	10,323,000	  


  
 [Exhibit B - Schedule
A to Stockholders Agreement] 










																	
	 with a copy to
 BAA Legal
Department
 601 Union Street, 56th Floor
 Seattle, WA
98101
 email: BAA-Legal-Notices@blackrock.com:
	  				  				  				  			
					
	 Triangle Peak Partners Private Equity, LP 

P.O. Box 3788
 Carmel Plaza, Suite 305 (Ocean & Mission
Streets)
 Carmel, CA 93921
 Attention: Michael C. Morgan,
Managing Member
 Phone:
 Fax: (831) 622- 0435
	  	 	5,266	  	  	 	966,667	  	  	 	106,736	  	  	$	5,266,000	  
					
	 Hipparchus Fund LP 
 c/o Magnetar
Financial LLC
 1603 Orrington Avenue, 13th Floor
 Evanston, IL
60201
 Attention: Zoe Allen
 Phone: (847) 905-4639

email: notices@magnetar.com
	  	 	1,580	  	  	 	290,000	  	  	 	32,024	  	  	$	1,580,000	  
					
	 FSEP Term Funding, LLC 
 c/o GSO Capital
Partners LP
 345 Park Avenue, 31st Floor
 New York, NY
10154
 Attention: GSO Legal
 Telephone: (212) 503-2157

Facsimile: (212) 503-6924
 Email: gsolegal@blackstone.com

With copy to: Robert Horn
 Telephone: (212) 503-2133

Email: robert.horn@gsocap.com
	  	 	21,067	  	  	 	3,866,666	  	  	 	427,005	  	  	$	21,067,000	  
					
	 Race Street Funding LLC 
 c/o GSO /
Blackstone Debt Funds Management LLC
 345 Park Avenue, 31st Floor

New York, NY 10154
 Attention: Brad Marshall

Phone: (212) 503-2143
 Fax: (972) 499-4213

email: brad.marshall@gsocap.com
	  	 	21,066	  	  	 	3,866,667	  	  	 	426,985	  	  	$	21,066,000	  
					
	 Locust Street Funding LLC 
 c/o GSO
Capital Partners LP
 345 Park Avenue, 31st Floor
 New York, NY
10154
 Attention: GSO Legal
 Phone: (212) 503-2157

Fax: (212) 503-6924
 email: gsolegal@blackstone.com

With copy to: Robert Horn
 Phone: (212) 503-2133

email: robert.horn@gsocap.com
	  	 	31,600	  	  	 	5,800,000	  	  	 	640,496	  	  	$	31,600,000	  
					
	 Total
	  	 	474,000	  	  	 	87,000,000	  	  	 	9,607,453	  	  	$	474,000,000	  


  
 [Exhibit B - Schedule
A to Stockholders Agreement]