**Exhibit 4.6**

**FIFTH SUPPLEMENTAL INDENTURE**

This Fifth Supplemental Indenture, dated as of January 29, 2008(this “***Supplemental Indenture***”), among Latigo Gas Group, LLC, a Texas limited liability company (“***LGG***”), Latigo Gas Holdings, LLC, a Delaware limited liability company (“***LGH***”),Latigo Gas Services, LP, a Texas limited partnership (“***LGS***”), Latigo Holdings (Texas), LLC, a Delaware limited liability company (“***LHT***”), Latigo Investments, LLC, a Delaware limited liability company(“***Latigo Investments***”), Latigo Petroleum, Inc., a Delaware corporation (“***Latigo Petroleum***”), Latigo Petroleum Texas LP, a Texas limited partnership (“***LPT***”), Pogo Energy, Inc., aTexas corporation (“***Pogo Energy***”), Pogo Panhandle 2004, L.P., a Texas limited partnership (“***Pogo Panhandle***”), Pogo Producing Company LLC, a Delaware limited liability company(“***PPP***”), Pogo Producing (Texas Panhandle) Company, a Texas corporation (“***PPTP***”), and PXP Aircraft LLC, a Delaware limited liability company (“***PXP Aircraft***” and together withLGG, LGH, LGS, LHT, Latigo Investments, Latigo Petroleum, LPT, Pogo Energy, Pogo Panhandle, PPP and PPTP, the “***New Subsidiary Guarantors***”), Plains Exploration & Production Company, a Delaware corporation (togetherwith its successors and assigns, the “***Company***”), the existing subsidiary 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 (as amended, supplemented, waived or otherwisemodified through the date hereof, the “***Indenture***”), dated as of March 13, 2007, as supplemented by a First Supplemental Indenture, dated as of March 13, 2007, providing for the issuance of 7% Senior Notes due 2017of the Company (the “***7% Notes***”), by a Second Supplemental Indenture, dated as of June 5, 2007, providing for the addition of certain subsidiary guarantors, by a Third Supplemental Indenture, dated as of June 19,2007, providing for the issuance of 7 3/4% Senior Notes due 2015 (the “***7 3/4% Notes***” and, together with the 7% Notes, the “***Notes***”) and by a Fourth Supplemental Indenture, dated as of November 14,2007, providing for the addition of an additional subsidiary guarantor; 

WHEREAS,Section 10.17 of the Indenture provides that if any Domestic Restricted Subsidiary that is not a Guarantor is or becomes obligated under any Indebtedness pursuant to a Guarantee of Indebtedness of the Company or any Guarantor (other thanthe Notes), and the maximum principal amount of Indebtedness of such Domestic Restricted Subsidiary under such Guarantee exceeds $10.0 million, the Company shall cause that Domestic Restricted Subsidiary to Guarantee the Notes and become aGuarantor, pursuant to the Subsidiary Guarantee provisions of the Indenture, by executing a supplemental indenture and delivering it to the Trustee within 30 days after the date on which such Domestic Restricted Subsidiary Guaranteed suchIndebtedness of the Company or a Guarantor; *provided*, *however*, that the Company shall not be required to cause such Domestic Restricted Subsidiary to so Guarantee the Notes and become a Guarantor prior to the 180th day after the consummation of any transaction (including without limitation any merger, consolidation or purchase) pursuant to which such Domestic RestrictedSubsidiary becomes a Subsidiary of the Company; and 

 

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

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

ARTICLE I 

Definitions

SECTION1.1 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 import used 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 aGuarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. Each New Subsidiary Guarantor agrees to be bound by all of the provisions of the Indenture applicable to aGuarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture. 

ARTICLE III 

Miscellaneous

SECTION3.1 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 ofthis Supplemental Indenture or the Indenture or any provision herein or therein contained. 

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

 

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SECTION 3.3 Severability Clause. In case any provision in this Supplemental Indenture shallbe 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. 

SECTION 3.4 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 with respect to the Notes, 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 SupplementalIndenture. 

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

SECTION 3.6 Headings. The headings of theArticles 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 Fifth Supplemental Indenture to be duly executedas of the date first above written. 

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

FinancialOfficer

Fifth Supplemental Indenture Signature Page 

**THE GUARANTORS:**ARGUELLO INC.BROWN PXP PROPERTIES, LLCLARAMIE LAND & CATTLE COMPANY, LLC By: PXP Piceance LLC, its sole member By: Plains Resources Inc., its sole member
NUEVO GHANA INC.

NUEVO INTERNATIONAL INC.

NUEVO OFFSHORE COMPANY

NUEVO RESOURCES INC.

PACIFIC INTERSTATE OFFSHORE COMPANY

PLAINS ACQUISITION CORPORATION

PLAINS LOUISIANA INC.

PLAINS RESOURCES INC.

PLAINS RESOURCES INTERNATIONAL 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 member
PXP GULF COAST INC.

PXP HELL’S GULCHLLC
 By: Plains Resources Inc., its sole memberPXP LOUISIANA L.L.C. By: Plains Louisiana Inc., its sole member
PXP PERMIAN INC.

PXP PICEANCELLC
 By: Plains Resources Inc., its sole member
PXP TEXAS INC.

PXP TEXAS LIMITED PARTNERSHIP
 By: PXP Texas Inc., its general partnerBy: /s/ WINSTON M. TALBERTName: Winston M. TalbertTitle: Vice President & Treasurer
Fifth Supplemental Indenture Signature Page 

PXP 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
Fifth Supplemental Indenture Signature Page 

**THE NEW SUBSIDIARY GUARANTORS**:****
LATIGO GAS GROUP, LLC

LATIGO GAS HOLDINGS,LLC

LATIGO HOLDINGS (TEXAS), LLC

LATIGO INVESTMENTS,LLC

LATIGO GAS SERVICES, LP
 By: Latigo Gas Group, LLC, its general partner
LATIGO PETROLEUM, INC.

LATIGO PETROLEUMTEXAS, LP
 By: Latigo Investments, LLC, its general partner
POGO ENERGY, INC.

POGO PANHANDLE 2004, L.P.
 By: Pogo Energy, Inc., its general partner
POGO PRODUCING (TEXAS PANHANDLE) COMPANY

POGO PRODUCING COMPANY LLC
By: /s/ WINSTON M. TALBERTName: Winston M. TalbertTitle: Vice President & TreasurerPXP AIRCRAFT LLC By: Plains Exploration & Production Company, its sole memberBy: /s/ WINSTON M. TALBERTName: Winston M. TalbertTitle: Executive Vice President & Chief Financial Officer
Fifth Supplemental Indenture Signature Page 

**THE TRUSTEE:**WELLS FARGO BANK, N.A.By: /s/ PATRICK GIORDANOName: Patrick GiordanoTitle: Vice President
Fifth Supplemental Indenture Signature Page