exhibit4_2.htm


    EXHIBIT
      4.2

     

    First
      Supplemental Indenture

     

    FIRST
      SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”)
      dated as of November 6, 2007 between PXP Acquisition LLC, a Delaware limited
      liability company (the “Company”), and the successor
      in interest by merger to Pogo Producing Company, a Delaware corporation
      (“Pogo”), and The Bank of New York Trust Company,
      N.A., as trustee under the indenture referred to below (the
“Trustee”).

     

    W
      I T N E
      S S E T H :

     

    WHEREAS,
      Pogo has heretofore executed
      and delivered to the Trustee an indenture (as amended, supplemented or otherwise
      modified, the “Indenture”) dated as of March 29, 2005
      providing for the issuance of 6.625% Senior Subordinated Notes due 2015 (the
      “Notes”);

     

    WHEREAS,
      Pogo, the Company, and Plains Exploration and Production Company entered into
      an
      Agreement and Plan of Merger dated as of July 17, 2007 pursuant to which Pogo
      would be merged with and into the Company (the
“Merger”);

     

    WHEREAS,
      the Merger has taken place and upon consummation of the Merger the Company
      was
      the surviving corporation and became the successor to Pogo;

     

    WHEREAS,
      Section 5.1 of the Indenture provides that Pogo shall not merge with or into
      any
      person unless the Successor Company (as defined in the Indenture) is a
      corporation, partnership, trust or limited liability company organized or
      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 Pogo)
      expressly assumes, by supplemental indenture, executed and delivered to the
      Trustee, in form satisfactory to the Trustee, all of the obligations of Pogo
      under the Notes and the Indenture and will expressly assume all of the
      obligations of Pogo under any Registration Rights Agreement then in effect;
      and

     

    WHEREAS,
      pursuant to Section 9.1(2) of the Indenture, the Trustee and the Company are
      authorized to execute and deliver this Supplemental Indenture.

     

    NOW
      THEREFORE, in consideration of the foregoing and for other good and valuable
      consideration, the receipt of which is hereby acknowledged, the Company and
      the
      Trustee mutually covenant and agree for the equal and ratable benefit of the
      holders of the Notes as follows:

     

    1.           Defined
      Terms.  As used in this Supplemental Indenture, terms defined in
      the Indenture or in the preamble or recital hereto are used herein as therein
      defined.  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.

     

    2.           Agreement
      to Assume Notes.  The Company hereby assumes, and is obligated
      for, all obligations of Pogo under the Indenture, the Notes and any Registration
      Rights Agreement in effect and agrees to be bound by and comply with each of
      the
      covenants and agreements contained therein.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.           Ratification
      of Indenture; Supplemental Indenture Part of Indenture.  Except as
      expressly amended hereby, the Indenture is in all respects ratified and
      confirmed by the Company 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, and every holder of Notes
      heretofore or hereafter authenticated and delivered shall be bound
      hereby.

     

    4.           Governing
      Law.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY,
      AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
      REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

     

    5.           The
      Trustee.  The Trustee shall not be responsible in any manner
      whatsoever for or in any respect of the validity or sufficiency of this
      Supplemental Indenture or for or in respect of the recitals and statements
      contained herein, all of which recitals and statements 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.

     

    6.           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.

     

    7.           Effect
      of Headings.  The section headings herein are for convenience only
      and shall not effect the construction thereof.

     

    


     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


     

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

     

    


    
      	 	 	
              PXP
                ACQUISITION 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