exhibit4_5.htm


    
      Exhibit
        4.5

       

      
        	 


      

      
        
          

        



      


       

      


       

      Pogo
        Producing Company LLC

      (as
        successor to Pogo Producing Company)

      


      as
        the Company

      


      


      and

      


      The
        Bank of New York Trust Company, N.A.

      


      as
        Trustee

       

      Second
        Supplemental Indenture

      


      Dated
        as of November 20,
        2007

      


      _________________

       

      6.625%
        Senior Subordinated Notes due 2015

      


      


      


      Supplementing
        the Indenture dated as of March 29, 2005, by and between Pogo Producing Company,
        as the Company, and The Bank of New York Trust Company, N.A., as
        Trustee.

       

      


       

      


       

      
        	 


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      THIS
        SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as
        of November 20, 2007, by and between POGO PRODUCING COMPANY LLC, a Delaware
        limited liability company formerly known as PXP Acquisition LLC (the
“Company”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
        (the “Trustee”), under the Indenture dated as of March 29, 2005 between
        Pogo Producing Company, a Delaware corporation and predecessor to the Company
        (“Pogo”), and the Trustee, as supplemented by a first Supplemental
        Indenture dated as of November 6, 2007 (as so supplemented, the
“Indenture”).  Capitalized terms used herein and not
        otherwise defined shall have the meaning assigned to them in the
        Indenture.

       

      WITNESSETH:

       

      WHEREAS,
        Pogo issued its 6.625% Senior Subordinated Notes due 2015 (the “Notes”)
        pursuant to the Indenture;

       

      WHEREAS,
        Pogo merged (the “Merger”) with and into the Company on
        November 6, 2007, with the Company continuing as the surviving entity,
        pursuant to an Agreement and Plan of Merger dated July 17, 2007 by and
        among Plains Exploration & Production Company, a Delaware corporation, the
        Company and Pogo;

       

      WHEREAS,
        prior to the effective time of the Merger, Pogo offered to purchase for cash
        any
        and all outstanding Notes (the “Tender Offer”);

       

      WHEREAS,
        in connection with the Tender Offer, Pogo requested that Holders of the Notes
        deliver their consents with respect to the deletion and/or amendment of certain
        provisions of the Indenture;

       

      WHEREAS,
        as successor to Pogo, the Company has assumed Pogo’s rights and obligations with
        respect to the Tender Offer;

       

      WHEREAS,
        Section 9.2 of the Indenture provides that the Company and the Trustee may
        amend
        the Indenture or the Notes with the written consent of the Holders of a majority
        in outstanding principal amount of the Notes (including consents obtained
        in
        connection with the purchase of, or tender offer or exchange offer for, the
        Notes);

       

      WHEREAS,
        the Holders of a majority of the outstanding principal amount of the Notes
        have
        duly consented to the proposed modifications set forth in this Supplemental
        Indenture in accordance with Section 9.2 of the Indenture;

       

      WHEREAS,
        the Company has heretofore delivered or is delivering contemporaneously herewith
        to the Trustee the Officers’ Certificate and the Opinion of Counsel described in
        Section 9.6 of the Indenture; and

       

      WHEREAS,
        all conditions necessary to authorize the execution and delivery of this
        Supplemental Indenture and to make this Supplemental Indenture valid and
        binding
        have been complied with or have been done or performed.

       

      NOW,
        THEREFORE, in consideration of the foregoing and notwithstanding any provision
        of the Indenture which, absent this Supplemental Indenture, might operate
        to
        limit such action, the parties hereto, intending to be legally bound hereby,
        agree as follows:

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      ARTICLE
        ONE

       

      AMENDMENTS

       

      
        	
                SECTION
                  1.01

              	
                Amendments.

              


      

       

      (a)           Subject
        to Section 2.01 hereof, Section 4.2 of the Indenture is hereby amended and
        restated to read, in its entirety, as follows:

       

      
        	
                Section
                  4.2

              	
                Compliance
                  with TIA Section 314(a)

              


      

       

      The
        Company shall at all times comply with TIA Section 314(a).

       

      (b)           Subject
        to Section 2.01 hereof, the Indenture is hereby amended by deleting in their
        entireties Sections 4.3, 4.4, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13,
        4.18,
        4.19(b), 4.20, 4.21, 4.22 and 4.23 of the Indenture and the second sentence
        of
        Section 7.7(c) of the Indenture.

       

      (c)           Subject
        to Section 2.01 hereof, Article V of the Indenture is hereby amended and
        restated to read, in its entirety, as follows:

       

      ARTICLE
        V

       

      SUCCESSOR
        COMPANY

       

      
        	
                Section
                  5.1

              	
                Merger
                  and Consolidation

              


      

       

      The
        Company will not consolidate with or merge with or into, or sell, convey,
        assign, transfer or otherwise dispose of all or substantially all its properties
        and assets to, any Person, unless the resulting, surviving or transferee
        Person
        (the “Successor Company”) will be a corporation, partnership, trust or
        limited liability company organized and existing under the laws of the United
        States of America, any State of the United States or the District of Columbia
        and the Successor Company (if not the Company) will expressly assume, by
        supplemental indenture, executed and delivered to the Trustee, in form
        satisfactory to the Trustee, all the obligations of the Company under the
        Securities and this Indenture and will expressly assume all of the obligations
        of the Company under any Registration Rights Agreement then in
        effect.

       

      The
        Successor Company will succeed to, and be substituted for, and may exercise
        every right and power of, the Company under this Indenture.

       

      (d)           Subject
        to Section 2.01 hereof, Sections 6.1 and 6.2 of the Indenture are hereby
        amended
        and restated to read, in their respective entireties, as follows:

       

      
        	
                Section
                  6.1

              	
                Events
                  of Default

              


      

       

      Each
        of
        the following is an “Event of Default”:

       

      (1)           default
        in any payment of interest on any Security when due, continued for 30 days,
        whether or not such payment is prohibited by the provisions described under
        Article X;

       

      (2)           default
        in the payment of principal of or premium, if any, on any Security when due
        at
        its Stated Maturity, upon optional redemption, upon required repurchase,
        upon
        declaration or otherwise, whether or not such payment is prohibited by the
        provisions described under Article X;

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (3)           failure
        by the Company to comply for 30 days after notice with any of its obligations
        under Article IV above (other than a failure to purchase Securities which
        will constitute an Event of Default under clause (2) of this Section
        6.1); or

       

      (4)           failure
        by the Company to comply for 60 days after notice with any of its other
        agreements contained in this Indenture.

       

      However,
        a Default under clauses (3) and (4) of this Section 6.1 will not
        constitute an Event of Default until the Trustee or the Holders of at least
        25%
        in principal amount of the outstanding Securities notify the Company of the
        Default and the Company does not cure such Default within the time specified
        in
        clauses (3) and (4) of this Section 6.1 after receipt of such
        notice.  Such notice must specify the Default, demand that it be
        remedied and state that such notice is a “Notice of Default.”

       

      
        	
                Section
                  6.2

              	
                Acceleration
                  of Maturity; Rescission and
                  Annulment

              


      

       

      If
        an
        Event of Default occurs and is continuing, the Trustee by notice to the Company,
        or the Holders of at least 25% in principal amount of the outstanding Securities
        by notice to the Company and the Trustee, may, and the Trustee at the request
        of
        such Holders shall, declare the principal of premium, if any, and accrued
        and
        unpaid interest, if any, on all the Securities to be due and
        payable.  Upon such a declaration, such principal, premium and accrued
        and unpaid interest will be due and payable immediately.  The Holders
        of a majority in principal amount of the outstanding Securities by notice
        to the
        Trustee may, on behalf of the Holders of all the Securities, rescind any
        such
        acceleration with respect to the Securities and its consequences if (1)
        rescission would not conflict with any judgment or decree of a court of
        competent jurisdiction and (2) all existing Events of Default, other than
        the
        nonpayment of the principal of premium, if any, and interest on the Securities
        that have become due solely by such declaration of acceleration, have been
        cured
        or waived.

       

      (e)           Subject
        to Section 2.01 hereof, Sections 8.1 and 8.2 of the Indenture are hereby
        amended
        and restated to read, in their respective entireties, as follows:

       

      
        	
                Section
                  8.1

              	
                Discharge
                  of Liability on Securities;
                  Defeasance

              


      

       

      (a)           Subject
        to Section 8.1(c), when (i)(x) the Company delivers to the Trustee all
        outstanding Securities (other than Securities replaced pursuant to Section
        2.7) for cancellation or (y) all outstanding Securities not theretofore
        delivered for cancellation have become due and payable, whether at their
        Stated
        Maturity or upon redemption, or will become due and payable within one year
        or
        are to be called for redemption within one year under arrangements satisfactory
        to the Trustee for the giving of notice of redemption by the Trustee in the
        name
        and at the expense of the Company and the Company irrevocably deposits or
        causes
        to be deposited with the Trustee as trust funds in trust solely for the benefit
        of the Holders money in U.S. dollars, U.S. Government Obligations, or a
        combination thereof, in such amounts as will be sufficient without consideration
        of any reinvestment of interest to pay and discharge the entire indebtedness
        on
        such Securities not theretofore delivered to the Trustee for cancellation
        for
        principal, premium, if any, and accrued interest to the date of their Stated
        Maturity or redemption, (ii) no Default or Event of Default shall have occurred
        and be continuing on the date of such deposit or shall occur as a result
        of such
        deposit and such deposit will not result in a breach or violation of, or
        constitute a default under, any other instrument to which the Company or
        any
        Subsidiary Guarantor is a party or by which the Company or any Subsidiary
        Guarantor is bound; (iii) the Company has paid or caused to be paid (or has
        deposited or caused to be deposited with the Trustee trust funds pursuant
        to
        clause (i) above with respect to the payment of) all sums payable by it under
        this Indenture and the Securities; and (iv) the Company has delivered
        irrevocable instructions to the Trustee under this Indenture to apply the
        deposited money toward the payment of such Securities at maturity or the
        Redemption Date, as the case may be, then the Trustee shall acknowledge
        satisfaction and discharge of this Indenture on demand of the Company
        (accompanied by an Officers’ Certificate and an Opinion of Counsel stating that
        all conditions precedent specified herein relating to the satisfaction and
        discharge of this Indenture have been complied with) and at the cost and
        expense
        of the Company.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (b)           Subject
        to Section 8.1(c) and Section 8.2, the Company at any time may
        terminate (i) all its obligations under the Securities and this Indenture
        (“legal defeasance option”), and after giving effect to such legal
        defeasance, any omission to comply with such obligations shall no longer
        constitute a Default or Event of Default or (ii) its obligations under
Section 4.5 and Section 4.14, and the Company may omit to
        comply with and shall have no liability in respect of any term, condition
        or
        limitation set forth in any such covenant, whether directly or indirectly,
        by
        reason of any reference elsewhere herein to any such covenant or by reason
        of
        any reference in any such covenant to any other provision herein or in any
        other
        document and such omission to comply with such covenants shall no longer
        constitute a Default or an Event of Default under Section 6.1(3) (clause
        (ii) being referred to as the “covenant defeasance option”), but except
        as specified above, the remainder of this Indenture and the Securities shall
        be
        unaffected thereby.  The Company may exercise its legal defeasance
        option notwithstanding its prior exercise of its covenant defeasance
        option.  If the Company exercises its legal defeasance option or its
        covenant defeasance option, each Subsidiary Guarantor shall be released from
        its
        obligations with respect to its Subsidiary Guarantee, and any security for
        the
        Securities (other than the trust referred to in Section 8.2(1)) shall be
        released.

       

      If
        the
        Company exercises its legal defeasance option, payment of the Securities
        may not
        be accelerated because of an Event of Default.  If the Company
        exercises its covenant defeasance option, payment of the Securities may not
        be
        accelerated because of an Event of Default specified in Section
        6.1(3).

       

      Upon
        satisfaction of the conditions set forth herein and upon request of the Company,
        the Trustee shall acknowledge in writing the discharge of those obligations
        that
        the Company terminates.

       

      (c)           Notwithstanding
        the provisions of Section 8.1(a) and Section 8.1(b), the
        obligations of the Company in Section 2.2, Section 2.3, Section
        2.4, Section 2.5, Section 2.6, Section 2.7, Section
        2.8, Section 2.9, Section 2.10, Section 4.1, Section
        4.15, Section 4.16, Section 4.17, Section 4.19,
Section 7.7, Section 7.8 and in this Article VIII shall
        survive until the Securities have been paid in full.  Thereafter, the
        obligations of the Company in Section 7.7, Section 8.4 and
Section 8.5 shall survive.

       

      
        	
                Section
                  8.2

              	
                Conditions
                  to Defeasance

              


      

       

      The
        Company may exercise its legal defeasance option or its covenant defeasance
        option only if:

       

      (1)           the
        Company irrevocably deposits in trust with the Trustee for the benefit of
        the
        Holders money in U.S. dollars or U.S. Government Obligations or a combination
        thereof for the payment of principal, premium, if any, and interest on the
        Securities to their Stated Maturity or redemption, as the case may
        be;

       

      (2)           the
        Company delivers to the Trustee a certificate from a nationally recognized
        firm
        of independent accountants expressing their opinion that the payments of
        principal, premium, if any, and interest when due and without reinvestment
        on
        the deposited U.S. Government Obligations plus any deposited money without
        investment will provide cash at such times and in such amounts as will be
        sufficient to pay principal, premium, if any, and interest when due on all
        the
        Securities to maturity;

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      (3)           no
        Default or Event of Default shall have occurred and be continuing on the
        date of
        such deposit;

       

      (4)           such
        legal defeasance or covenant defeasance shall not result in a breach or
        violation of, or constitute a default under, this Indenture or any other
        material agreement or instrument to which the Company or any Subsidiary
        Guarantor is a party or by which the Company or any Subsidiary Guarantor
        is
        bound;

       

      (5)           in
        the case of the legal defeasance option, the Company shall have delivered
        to the
        Trustee an Opinion of Counsel (subject to customary exceptions, qualifications
        and exclusions) in the United States stating that (i) the Company has received
        from, or there has been published by, the Internal Revenue Service a ruling,
        or
        (ii) since the Issue Date there has been a change in the applicable federal
        income tax law, in either case to the effect that, and based thereon such
        Opinion of Counsel shall confirm that, the Holders will not recognize income,
        gain or loss for federal income tax purposes as a result of such deposit
        and
        legal defeasance and will be subject to federal income tax on the same amounts,
        in the same manner and at the same times as would have been the case if such
        deposit and legal defeasance had not occurred;

       

      (6)           in
        the case of the covenant defeasance option, the Company shall have delivered
        to
        the Trustee an Opinion of Counsel (subject to customary exceptions,
        qualifications and exclusions) in the United States to the effect that the
        Holders will not recognize income, gain or loss for federal income tax purposes
        as a result of such deposit and covenant defeasance and will be subject to
        federal income tax on the same amounts, in the same manner and at the same
        times
        as would have been the case if such deposit and covenant defeasance had not
        occurred; and

       

      (7)           the
        Company shall have delivered to the Trustee an Officers’ Certificate and an
        Opinion of Counsel, each stating that all conditions precedent to legal
        defeasance or covenant defeasance, as the case may be, have been complied
        with.

       

      
        	
                SECTION
                  1.02

              	
                Amendment
                  of Definitions;
                  Cross-References.

              


      

       

      Subject
        to Section 2.01 hereof, the Indenture is hereby amended by deleting any
        definitions from the Indenture with respect to which references would be
        eliminated as a result of the amendments of the Indenture pursuant to Section
        1.01 hereof.  Notwithstanding any provision in the Indenture to the
        contrary, each cross-reference to the sections of the Indenture that is
        eliminated as a result of the amendments set forth in Article One of this
        Supplemental Indenture, as in effect immediately prior to this Supplemental
        Indenture becoming operative, shall be of no further force or
        effect.

       

      ARTICLE
        TWO

       

      MISCELLANEOUS

       

      
        	
                SECTION
                  2.01

              	
                Effect
                  of Supplemental Indenture.

              


      

       

      Except
        as
        amended hereby, all of the terms of the Indenture shall remain and continue
        in
        full force and effect and are hereby confirmed in all respects.  From
        and after the date of this Supplemental Indenture, all references to the
        Indenture (whether in the Indenture or in any other agreements, documents
        or
        instruments) shall be deemed to be references to the Indenture as amended
        and
        supplemented by this Supplemental Indenture.  Every Holder of Notes
        heretofore or hereafter authenticated and delivered under the Indenture shall
        be
        bound hereby and all terms and conditions of both shall be read together
        as
        though they constitute a single instrument, except that in the case of conflict
        the provisions of this Supplemental Indenture shall control.  The
        provisions of this Supplemental Indenture shall be effective only upon execution
        and delivery of this instrument by the parties
        hereto.  Notwithstanding the preceding sentence, the provisions of
        this Supplemental Indenture shall become operative only upon the purchase
        by the
        Company of a majority of the outstanding principal amount of Notes pursuant
        to
        the Tender Offer, with the result that the amendments to the Indenture effected
        by this Supplemental Indenture shall be deemed to be revoked retroactive
        to the
        date hereof if such purchase shall not occur.  The Company shall
        notify the Trustee promptly after the occurrence of such purchase or promptly
        after the Company shall determine that such purchase will not
        occur.

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                SECTION
                  2.02

              	
                Governing
                  Law.

              


      

       

      THE
        LAWS
        OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE AND ENFORCE
        THIS
        SUPPLEMENTAL INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES.

       

      
        	
                SECTION
                  2.03

              	
                No
                  Representations by Trustee.

              


      

       

      The
        Trustee shall not be responsible in any manner whatsoever for or in respect
        of
        the validity or sufficiency of this Supplemental Indenture or for or in respect
        of the recitals contained herein, all of which recitals are made solely by
        the
        Company.  This Supplemental Indenture is executed and accepted by the
        Trustee subject to all the terms set forth in the Indenture with the same
        force
        and effect as if those terms were repeated at length herein and made applicable
        to the Trustee with respect hereto.

       

      
        	
                SECTION
                  2.04

              	
                Multiple
                  Originals; Counterparts.

              


      

       

      The
        parties may sign any number of copies of this Supplemental
        Indenture.  Each signed copy shall be an original, but all of them
        together represent the same agreement.  One signed copy is enough to
        prove this Supplemental Indenture.  This Supplemental Indenture may be
        executed in multiple counterparts which, when taken together, shall constitute
        one instrument.

       

      
        	
                SECTION
                  2.05

              	
                Headings.

              


      

       

      The
        headings of the Articles and Sections of this Supplemental Indenture have
        been
        inserted for convenience of reference only, are not intended to be considered
        a
        part hereof and shall not modify or restrict any of the terms or provisions
        hereof.

       

      (Signature
        Page Follows)

       

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
        to
        be duly executed all as of the date hereof.

       

      


      
        	 	 	
                POGO
                  PRODUCING COMPANY LLC

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  WINSTON M. TALBERT

              
	 	 	 
	 	
                Name:

              	
                Winston
                  M. Talbert

              
	 	
                Title:

              	
                Vice
                  President and Treasurer

              


      

      


      


      
        	 	 	
                THE
                  BANK OF NEW YORK TRUST COMPANY, N.A.,

              
	 	 	
                AS
                  TRUSTEE

              
	 	 	 
	 	
                By:

              	
                /s/
                  MARCELLA
                  BURGESS

              
	 	 	 
	 	
                Name:

              	
                Marcella
                  Burgess

              
	 	
                Title:

              	
                Assistant
                  Vice President