EX-10.14




 Exhibit 10.14 

SECOND AMENDMENT TO 

STOCKHOLDERS AGREEMENT 

This SECOND AMENDMENT (this “Second Amendment”) TO THE STOCKHOLDERS AGREEMENT dated as of November 17, 2011, as amended
by Amendment No. 1 thereto dated as of December 22, 2011 (the “Agreement”) by and among Plains Offshore Operations Inc., a Delaware corporation (the “Company”), Plains Exploration & Production
Company, a Delaware corporation (“PXP”), 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 31, 2012 by and between the Company, PXP, PXP Resources and the undersigned Investors in accordance with Section 3.06 of the Agreement. 

WHEREAS, the Company, PXP, PXP Resources and the undersigned Investors, whose consent or approval would constitute Majority Preferred
Approval (as defined in the Agreement), desire to amend the Agreement. 
 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)	Amendments. Section 2.02(c) of the Agreement is hereby amended by deleting the sixth sentence thereof and inserting in its place the following: 


If the Company agrees to acquire additional Deepwater GOM Assets prior to an Initial Public Offering under this Section 2.02(c),
then each of the holders of Common Stock, Class A Common Stock and Class B Common Stock (the “Common Stockholders”) and Preferred Stockholders shall contribute its proportionate share (determined on an as-converted basis) of any capital necessary to fund such acquisition through the purchase from the Company of additional shares of Class A Common Stock at a price of $20.00 per share; provided, however,
that notwithstanding anything to the contrary in Section 3.08, any or all of MTP Energy Master Fund Ltd., MTP Energy Opportunities Fund I LLC, MTP Opportunity Fund, LLC, Triangle Peak Partners Private Equity, LP and Hipparchus Fund
LP (each, together with its Affiliates, a “Magnetar Fund”) or FSEP Term Funding, LLC, FS Investment Corporation, and Locust Street Funding LLC (each, together with its Affiliates, a “GSO Fund”), may assign, in whole
or in part (including without limitation an assignment limited to a particular offer under this Section 2.02(c)), its rights and (to the extent related to such assigned rights) obligations under this Section 2.02(c), in their
capacity as holders of Preferred Stock, to acquire additional shares of 








 
Class A Common Stock to one or more of Energy Fund XV, L.P., Energy Fund XV-A, L.P., Energy Fund XV-B, L.P. and Energy XV Blocker (Plains), LLC (each, together with its Affiliates, an
“EIG Fund” and collectively “EIG”), subject to the assignee EIG Fund assuming such assigned obligations under this Section 2.02(c) and notifying the Company of such assignment and assumption (and
specifying the rights and obligations assigned and assumed) and (1) to the extent an EIG Fund assumes such obligations under this Section 2.02(c), the Magnetar Fund or GSO Fund assigning such obligations under this
Section 2.02(c) shall be relieved of such rights and obligations under this Section 2.02(c) and (2) the rights and obligations so assigned and assumed shall be deemed to be the rights and obligations of the EIG Fund that
has assumed such obligations; provided further, however, that if any holder of Common Stock, Class A Common Stock or Class B Common Stock fails to purchase such additional shares of Class A Common Stock, then PXP shall acquire such
additional shares of Class A Common Stock. 
  

	2)	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 Second
Amendment. 

  

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


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 IN WITNESS WHEREOF, the Parties hereto have entered into this Second 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
	
	PLAINS EXPLORATION & PRODUCTION COMPANY
			
		 	By:	 	 /s/ Winston M. Talbert

		 		 	Name:	 	Winston M. Talbert
		 		 	Title:	 	Executive Vice President and Chief Financial Officer



  
 [Signature Page to
Second Amendment to Stockholders Agreement] 









 
											
	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
	
	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
Second Amendment to Stockholders Agreement] 









 
											
	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
	
	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
Second Amendment to Stockholders Agreement]