**Exhibit 4.3**

 

**THIRD SUPPLEMENTAL INDENTURE**

 

This Third Supplemental Indenture, dated as of December 30, 2004 (this “***Supplemental Indenture***” or“***Guarantee***”), among Plains Louisiana Inc., a Delaware corporation (“***Plains Louisiana***”), PXP Louisiana L.L.C., a Delaware limited liability company (“***PXP Louisiana***,” togetherwith Plains Louisiana, the “***New Subsidiary Guarantors***”), the entities listed on Annex I hereto (collectively, the “***Current Subsidiary Guarantors***”), Plains Exploration & Production Company, aDelaware corporation (together with its successors and assigns, the “***Issuer***”), and JPMorgan Chase Bank, National Association (formerly known as JPMorgan Chase Bank), a national banking association, as Trustee (the“***Trustee***”) under the Indenture referred to below. 

 

W I T N E S S E T H: 

 

WHEREAS,the Issuer, the Current Subsidiary Guarantors and the Trustee have heretofore executed and delivered an Amended and Restated Indenture, dated as of June 18, 2004 (as amended, supplemented, waived or otherwise modified through the date hereof, the“***Indenture***”), providing for the issuance of 8 3/4% Senior Subordinated Notes due 2012 ofthe Issuer (the “***Securities***”); 

 

WHEREAS, Section 3.12 of the Indenture provides that the Issuer is required to cause each Restricted Subsidiary other than the Congo Domestic Subsidiaries or a Foreign Subsidiary created or acquired by the Issuer to execute anddeliver to the Trustee a Subsidiary Guarantee pursuant to which such Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basis with the other Subsidiary Guarantors, the full and prompt payment of the principal of, premium, ifany, and interest on the Securities on a senior subordinated basis; and 

 

WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee and the Issuer are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Securityholder. 

 

NOW, THEREFORE, in consideration of the foregoing and for other good andvaluable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantors, the Issuer, the Current Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of theSecurities as follows: 

 

ARTICLE I 

 

Definitions 

 

SECTION 1.1 Defined Terms. As used in this Guarantee, terms defined inthe Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “***Holders***” in this Guarantee shall refer to the term “***Securityholders***” as defined in theIndenture and the Trustee acting on behalf or for the benefit of such Holders. The words “***herein***,” “***hereof***” and “***hereby***” and other words of similar import used in thisSupplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 

ARTICLE II 

 

Agreement to be Bound; Guarantee 

 

SECTION 2.1 Agreement to be Bound. Each New Subsidiary Guarantor hereby becomes a party to the Indenture, as a Subsidiary Guarantor and as suchwill have all of the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. Each New Subsidiary Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a SubsidiaryGuarantor and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. 

 

SECTION 2.2 Guarantee. Each New Subsidiary Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely assurety, jointly and severally with each other Subsidiary Guarantor, to each Holder of the Securities and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligationspursuant to Article X of the Indenture on a senior subordinated basis. 

 

ARTICLE III 

 

Miscellaneous

 

SECTION 3.1 Notices. All notices and othercommunications to each New Subsidiary Guarantor shall be given as provided in the Indenture to each New Subsidiary Guarantor at the following address, with a copy to the Issuer as provided in the Indenture for notices to the Issuer: c/o PlainsExploration & Production Company, 700 Milam, Suite 3100, Houston, Texas 77002. 

 

SECTION 3.2 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, remedyor claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained. 

 

SECTION 3.3 Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

 

SECTION 3.4 Severability Clause. In case any provisionin this Supplemental Indenture shall be 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 theextent of such invalidity, illegality or unenforceability. 

 

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SECTION 3.5 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, and every Holder of Securities 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. 

 

SECTION 3.6 Counterparts. The parties hereto may sign one or morecopies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement. 

 

SECTION 3.7 Headings. The headings of the Articles and the sections in this Guarantee are for convenience of reference only and shall not be deemedto 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 Supplemental Indenture to be duly executed as ofthe date first above written. 

 
NUEVO GHANA INC., as a Subsidiary GuarantorBy: 
/s/ John F. Wombwell
Name: John F. WombwellTitle: Vice President and SecretaryNUEVO INTERNATIONAL INC., as a Subsidiary GuarantorBy: 
/s/ John F. Wombwell
Name: John F. WombwellTitle: Vice President and SecretaryNUEVO OFFSHORE COMPANY, as a Subsidiary GuarantorBy: 
/s/ John F. Wombwell
Name: John F. WombwellTitle: Vice President and SecretaryNUEVO PERMIAN INC., as a Subsidiary GuarantorBy: 
/s/ John F. Wombwell
Name: John F. WombwellTitle: Vice President and Secretary
NUEVO PERMIAN LIMITED PARTNERSHIP, as a Subsidiary Guarantor  By: NUEVO PERMIAN INC., in its capacity as general partner of Nuevo Permian Limited PartnershipBy: 
/s/ John F. Wombwell
Name: John F. WombwellTitle: Vice President and SecretaryNUEVO RESOURCES INC., as a Subsidiary GuarantorBy: 
/s/ John F. Wombwell
Name: John F. WombwellTitle: Vice President and SecretaryNUEVO TEXAS INC., as a Subsidiary GuarantorBy: 
/s/ John F. Wombwell
Name: John F. WombwellTitle: Vice President and SecretaryPACIFIC INTERSTATE OFFSHORE COMPANY, as a Subsidiary GuarantorBy: 
/s/ John F. Wombwell
Name: John F. WombwellTitle: Vice President and Secretary
 

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JPMORGAN CHASE BANK NATIONAL ASSOCIATION, as TrusteeBy: 
/s/ Carol Logan
Name: Carol LoganTitle: Vice President and Trust OfficerPLAINS EXPLORATION & PRODUCTION COMPANYBy: 
/s/ John F. Wombwell
Name: John F. WombwellTitle: Executive Vice President, General Counsel and SecretaryARGUELLO INC., as a Subsidiary GuarantorBy: 
/s/ John F. Wombwell
Name: John F. WombwellTitle: Vice President and SecretaryPLAINS RESOURCES INTERNATIONAL INC., as a Subsidiary GuarantorBy: 
/s/ John F. Wombwell
Name: John F. WombwellTitle: Vice President and SecretaryPXP GULF COAST INC., as a Subsidiary GuarantorBy: 
/s/ John F. Wombwell
Name: John F. WombwellTitle: Executive Vice President, General Counsel and Secretary
 

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PLAINS LOUISIANA INC., as a New Subsidiary GuarantorBy: 
/s/ John F. Wombwell
Name: John F. WombwellTitle: Vice President and SecretaryPXP LOUISIANA L.L.C., as a New Subsidiary GuarantorBy: 
/s/ John F. Wombwell
Name: John F. WombwellTitle: Vice President and Secretary
 

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**Annex I**

 

Nuevo Ghana Inc., a Delaware corporation 

NuevoInternational Inc., a Delaware corporation 

Nuevo Offshore Company, a Delaware corporation 

Nuevo Permian Inc., a Delaware corporation 

Nuevo Permian Limited Partnership, a Texas limited partnership 

Nuevo Resources Inc., a Delaware corporation 

Nuevo Texas Inc., a Delawarecorporation 

Pacific Interstate Offshore Company, a California corporation 

Arguello Inc., a Delaware corporation 

Plains Resources International Inc., a Delaware corporation 

PXP Gulf Coast Inc., a Delaware corporation 

 

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