**Exhibit 4.3**

**SECOND SUPPLEMENTAL INDENTURE**

This Second Supplemental Indenture, dated as of June 5, 2007,(this “***Supplemental Indenture***”), among Plains Resources Inc., a Delaware corporation (“***Plains Resources***”), PXP East Plateau LLC, a Delaware limited liability company (“***EastPlateau***”), PXP Brush Creek LLC, a Delaware limited liability company (“***Brush Creek***”), PXP CV Pipeline LLC, a Delaware limited liability company (“***CV Pipeline***”), PXP Hell’s Gulch LLC,a Delaware limited liability company (“***Hell’s Gulch***”), and PXP Piceance LLC, a Delaware limited liability company (“***Piceance***” and, together with Plains Resources, East Plateau, Brush Creek, CVPipeline and Hell’s Gulch, the “***New Subsidiary Guarantors***”), Plains Exploration & Production Company, a Delaware corporation (together with its successors and assigns, the “***Company***”), thesubsidiary guarantors party hereto (the “***Guarantors***”), and Wells Fargo Bank, N.A., a nationally chartered association, as Trustee (the “***Trustee***”) under the Indenture referred to below. 

W I T N E S S E T H: 

WHEREAS, the Company,the Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of March 13, 2007, as supplemented by a First Supplemental Indenture, dated as of March 13, 2007 (as amended, supplemented, waived or otherwisemodified through the date hereof, the “***Indenture***”), providing for the issuance of 7% Senior Notes due 2017 of the Company (the “***Notes***”); 

WHEREAS, Section 10.17 of the Indenture provides that if any Domestic Restricted Subsidiary that is not a Guarantor is or becomes obligatedunder any Indebtedness pursuant to a Guarantee of Indebtedness of the Company or any Guarantor (other than the Notes), and the maximum principal amount of Indebtedness of such Domestic Restricted Subsidiary under such Guarantee exceeds $10.0million, the Company shall cause that Domestic Restricted Subsidiary to Guarantee the Notes and become a Guarantor, pursuant to the Subsidiary Guarantee provisions of the Indenture, by executing a supplemental indenture and delivering it to theTrustee within 30 days after the date on which such Domestic Restricted Subsidiary Guaranteed such Indebtedness of the Company or a Guarantor; and 

WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee, the Guarantors and the Company are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any holder if theNotes. 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is herebyacknowledged, the New Subsidiary Guarantors, the Company, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 

 

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ARTICLE I 

Definitions

SECTION 1.1 Defined Terms. As used in this Supplemental Indenture,capitalized terms used, but not otherwise defined herein are used herein as defined in the Indenture. The words “***herein***,” “***hereof***” and “***hereby***” and other words of similar importused in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 

ARTICLE II

Agreement to be Bound

SECTION 2.1 Agreement to be Bound. Each of the New Subsidiary Guarantors hereby becomes a party to the Indenture, as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements ofa 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 Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

ARTICLE III 

Miscellaneous

SECTION 3.1 Parties. Nothing expressed or mentioned herein is intended or shall be construed togive 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. 

SECTION 3.2 Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State ofNew York. 

SECTION 3.3 Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal orunenforceable, 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.

SECTION 3.4 Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, theIndenture 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 with respect to theNotes, and every Holder of Notes 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. 

 

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SECTION 3.5 Counterparts. The parties hereto may sign one or more copies of this SupplementalIndenture in counterparts, all of which together shall constitute one and the same agreement. 

SECTION 3.6 Headings. Theheadings of the Articles and the sections in this Supplemental Indenture 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]**

 

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

 
**THE COMPANY:**PLAINS EXPLORATION & PRODUCTION COMPANYBy: 
/s/ Winston M. Talbert
Name: Winston M. TalbertTitle: 
Executive Vice President & Chief

FinancialOfficer

 

Second Supplemental Indenture Signature Page 

 
**THE GUARANTORS**:
ARGUELLO INC.

BROWN PXP PROPERTIES, LLC

NUEVO GHANA INC.

NUEVO INTERNATIONAL INC.

NUEVO OFFSHORE COMPANY

NUEVO RESOURCES INC.

PACIFIC INTERSTATE OFFSHORE COMPANY

PLAINS ACQUISITION CORPORATION

PLAINS LOUISIANA INC.

PLAINS RESOURCES INERNATIONAL INC.

PXP GULF COAST INC.

PXP LOUISIANA L.L.C.
 By: Plains Louisiana Inc., its sole memberPXP PERMIAN INC.
PXP TEXAS INC.

PXP TEXAS LIMITED PARTNERSHIP
 By: PXP Texas Inc., its general partner
 
By: /s/ Winston M. TalbertName: Winston M. TalbertTitle: Vice President & TreasurerPXP DEEPWATER L.L.C. By: 
Plains Exploration & Production Company,

its sole member
By: /s/ Winston M. TalbertName: Winston M. TalbertTitle: 
Executive Vice President & Chief

Financial Officer

 

Second Supplemental Indenture Signature Page 

**THE NEW SUBSIDIARY GUARANTORS**:****
PLAINS RESOURCES INC.
PXP BRUSH CREEK LLC By: Plains Resources Inc., its sole memberPXP CV PIPELINE LLC By: Plains Resources Inc., its sole memberPXP EAST PLATEAU LLC By: Plains Resources Inc., its sole memberPXP HELL’S GULCH LLC By: Plains Resources Inc., its sole memberPXP PICEANCE LLC By: Plains Resources Inc., its sole memberBy: /s/ Winston M. TalbertName: Winston M. TalbertTitle: Vice President & Treasurer
 

Second Supplemental Indenture Signature Page 

**THE TRUSTEE:**
WELLS FARGO BANK. N.A.
By: 
/s/ Patrick Giordano
 
Name: Patrick Giordano

Title: VicePresident

 

Second Supplemental Indenture Signature Page