Amendment No. 4 to Amended and Restated Credit Agreement


 Exhibit 4.1 
 AMENDMENT NO. 4 TO 
 AMENDED AND RESTATED CREDIT AGREEMENT 
 THIS AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 13, 2009, is among Plains Exploration & Production Company,
a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower party to this amendment, the several banks and other financial institutions signatories hereto (the “Lenders”), and JPMorgan Chase Bank,
N.A., a national banking association, as Administrative Agent for the Lenders (the “Administrative Agent”). 
 RECITALS

 A. The Borrower, the Lenders and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of
November 6, 2007 (as amended, modified or supplemented prior to the date hereof, the “Credit Agreement”). 
 B. The
Borrower has requested that the Credit Agreement be amended to, among other things, adjust the Borrowing Base contained in the Credit Agreement as more fully set forth herein, and the Lenders are willing to do so subject to the terms and conditions
set forth herein and provided that the Borrower and the Guarantors (as defined in the Credit Agreement) ratify and confirm all of their obligations under the Credit Agreement and the other Credit Documents. 
 NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth in this amendment, the Borrower and the Lenders agree as follows:

 1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein have the meanings assigned to such terms in the
Credit Agreement. 
 2. Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows: 
 (a) Section 1.1 of the Credit Agreement is hereby amended by adding the following definition before the definition of “Applicable Margin”:

 “Amendment No. 4” means Amendment No. 4 dated as of March 13, 2009, among the Borrower, the
Guarantors, the Lenders party thereto, and the Administrative Agent. 
 (b) The definitions of “Alternate Base Rate,”
“Amendment Effective Date” and “Applicable Margin” in Section 1.1 of the Credit Agreement are hereby amended to read as follows: 
 “Alternate Base Rate” means, for any day, a rate per annum equal
to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus  1/2 of 1% and (c) the Adjusted LIBO Rate for a one month interest period beginning on such day plus 1.00%. Any change in 







 
the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of
such change in the Prime Rate or the Federal Funds Effective Rate, respectively. 
 “Amendment Effective
Date” means the “Amendment Effective Date” as defined in Amendment No. 4. 
 “Applicable
Margin” means, for any day with respect to the commitment fees payable hereunder, or with respect to any Eurodollar Loan or ABR Loan, as the case may be, the rate per annum set forth in the appropriate column below under the caption
“Commitment Fee Rate,” “Eurodollar Spread,” or “ABR Spread,” as the case may be, for the Borrowing Base Utilization Percentage then in effect: 
  

										
	 Borrowing Base Utilization Percentage
	  	Commitment
Fee Rate	 	 	Eurodollar
Spread	 	 	ABR
Spread	 
	 Greater than or equal to 75%
	  	0.500	%	 	2.75	%	 	1.75	%
	 Greater than or equal to 50% but less than 75%
	  	0.500	%	 	2.50	%	 	1.50	%
	 Greater than or equal to 25% but less than 50%
	  	0.500	%	 	2.25	%	 	1.25	%
	 Less than 25%
	  	0.500	%	 	2.00	%	 	1.00	%

 (c) Section 2.07(a) and (b) of the Credit Agreement are hereby amended to read as
follows: 
 (a) Initial Borrowing Base. For the period from and including the Amendment Effective Date to but excluding
the next Redetermination Date, the amount of the Borrowing Base shall be $1,500,000,000, as further immediately reduced on the Amendment Effective Date to $1,400,000,000 in recognition of the issuance by the Borrower of Permitted Additional Debt on
March 6, 2009. Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments from time to time, whether before or after such Redetermination Date, pursuant to Section 8.12(c), Section 9.02(a)(ix) or
Section 9.12(d). 
 (b) Scheduled and Interim Redeterminations. Subject to Section 2.07(d), the Borrowing
Base shall be redetermined (a “Scheduled Redetermination”) on May 1st of each year, commencing May 1, 2010. In addition, the Borrower may, by notifying the Administrative Agent thereof, and the Administrative Agent may, at
the direction of the Super-majority Lenders, by notifying the Borrower thereof, each elect to cause the Borrowing Base to be redetermined one time between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with
this Section 2.07. 
 (d) Section 3.04(b) is hereby amended to read as follows: 
 (b) Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of
a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any 

  

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prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before
the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing or Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the Borrowing to
be prepaid, the prepayment date, and the principal amount of each Borrowing or portion thereof to be prepaid. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. The Administrative Agent shall apply each prepayment of a
Borrowing ratably to the Loans included in the Borrowing specified in the Borrower’s notice of prepayment. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.02. 
 (e) Section 9.17 of the Credit Agreement is hereby amended to read as follows: 
 Section 9.17 Swap Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any Swap
Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other
than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date such Swap Agreement is executed, for (A) natural gas, 90% of the reasonably anticipated projected production from proved
Oil and Gas Properties for each month during the period commencing on the date such Swap Agreement is executed and ending on the date twelve months thereafter, and for each month during any period after such twelve-month period, 85% of the
reasonably anticipated projected production from proved Oil and Gas Properties for each month during such period and (B) crude oil, 90% of the reasonably anticipated projected production from proved Oil and Gas Properties for each month during
the period commencing on the date such Swap Agreement is executed and ending on the date twelve months thereafter, and for each month during any period after such twelve-month period, 85% of the reasonably anticipated projected production from
proved Oil and Gas Properties for each month during such period, provided, however, that for purposes of this Section 9.17(a), put options and price floors for crude oil and natural gas shall be disregarded, and (b) Swap Agreements in
respect of interest rates entered into for hedging purposes and not for speculation. In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Restricted Subsidiary to post collateral or margin to
secure their obligations under such Swap Agreement or to cover market exposures except to the extent permitted by Section 9.03(a) and Section 9.03(f). 
 (f) Annex I to the Credit Agreement is hereby amended to read as set forth in Annex I hereto. 
  

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 3. Conditions to Effectiveness. This amendment will become effective on the date on which the
following conditions have been satisfied or waived (the “Amendment Effective Date”): 
 (a) The Administrative Agent has received
this amendment, executed and delivered by the Borrower, the Guarantors, the Administrative Agent and the Super-majority Lenders; and 
 (b)
The representations and warranties of the Borrower in Section 5 hereof are true and correct. 
 4. Reduction of Aggregate Maximum
Credit Amounts. Pursuant to Section 2.06(b), the Borrower hereby gives the Administrative Agent and the Lenders written notice that as of the Amendment Effective Date, the Aggregate Maximum Credit Amounts shall be reduced to $1,400,000,000.
Each of the Administrative Agent and the Required Lenders hereby waives the requirement set forth in Section 2.06(b)(ii) that the Borrower provide the Administrative Agent with notice at least three Business Days prior to the effective date of
such reduction. 
 5. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and each
of the Lenders as follows: 
 (a) This amendment has been duly authorized by all necessary corporate action and constitutes the binding
obligation of the Borrower and the Guarantors. 
 (b) Each of the representations and warranties made by the Borrower and the Guarantors in
or pursuant to the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof, as if made (after giving effect to this amendment) on and as of such date, except for any representations and
warranties made as of a specified date, which were true and correct in all material respects as of such specified date. 
 (c) After giving
effect to this amendment, no Default or Event of Default has occurred and is continuing as of the date hereof. 
 (d) Since the date of the
most recent audited financial statements of the Borrower and its Subsidiaries delivered to the Lenders pursuant to Section 8.01(a) of the Credit Agreement, there has been no material adverse effect on the business, operations, Property or
financial condition of the Borrower and its Restricted Subsidiaries taken as a whole, excluding the effect of events, developments and circumstances affecting the oil and gas exploration and production industry generally. 
 6. Continuing Effect of the Credit Agreement. This amendment does not constitute a waiver of any provision of the Credit Agreement and is not to
be construed as a consent to any action on the part of the Borrower that would require a waiver or consent of the Lenders or an amendment or modification to any term of the Loan Documents except as expressly stated herein. The Borrower hereby
confirms and ratifies the Credit 

  

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Agreement as amended hereby and each of the other Loan Documents to which it is a party and acknowledges and agrees that the same continue in full force and
effect as amended hereby (as applicable). 
 7. Guarantor Acknowledgement. As an additional inducement to and in consideration of the
Lenders’ acceptance of this amendment, each of the Guarantors hereby acknowledges the execution of the foregoing amendment by the Borrower and agrees that this acknowledgement is not required under the terms of the Guaranty and that the
execution hereof by the Guarantors will not be construed to require the Lenders to obtain their acknowledgement or consent to any future amendment, modification or waiver of any term of the Credit Agreement except as otherwise provided in the
Guaranty. Each of the Guarantors hereby agrees that the Guaranty shall apply to all indebtedness, obligations and liabilities of the Borrower and the Guarantors to the Lenders under the Credit Agreement as amended by this Amendment. Each Guarantor
further acknowledges and agrees that the Guaranty shall be and remain in full force and effect. 
 8. Reference to the Credit
Agreement. Upon the effectiveness of this amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “herein” or words of like import refer to the Credit Agreement, as amended and affected
hereby. 
 9. Counterparts. This amendment may be executed by all parties hereto in any number of separate counterparts each of which
may be delivered in original, facsimile or other electronic (e.g., “.pdf”) form and all of such counterparts taken together constitute one instrument. 
 10. References. The words “hereby,” “herein,” “hereinabove,” “hereinafter,” “hereinbelow,” “hereof,” “hereunder” and words of similar import
when used in this amendment refer to this amendment as a whole and not to any particular article, section or provision of this amendment. References in this amendment to a section number are to such sections of the Credit Agreement unless otherwise
specified. 
 11. Headings Descriptive. The headings of the several sections of this amendment are inserted for convenience only and
do not in any way affect the meaning or construction of any provision of this amendment. 
 12. Governing Law. This amendment is
governed by and will be construed in accordance with the law of the State of New York. 
 13. Payment of Expenses. The Borrower shall
pay or reimburse the Administrative Agent for all of its out-of-pocket costs and reasonable expenses incurred in connection with this amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including,
without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent. 
 14. Final Agreement of the
Parties. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE 

  

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FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. 
 [Signature Pages Follow] 
  

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 IN WITNESS WHEREOF, the parties are signing this amendment as of the date first above written.

  

			
	PLAINS EXPLORATION & PRODUCTION COMPANY
		
	By:	 	 /s/ Winston M. Talbert

	Name:	 	Winston M. Talbert
	Title:	 	Executive Vice President and Chief Financial Officer


  

 Signature Page to Amendment No. 4 








			
	 ARGUELLO INC.
 LATIGO PETROLEUM,
INC.
 PLAINS ACQUISITION CORPORATION
 PLAINS
RESOURCES INC.
 POGO PARTNERS, INC.
 POGO PRODUCING
COMPANY LLC
 PXP AIRCRAFT LLC
 PXP GULF COAST
LLC
 PXP LOUISIANA LLC
 PXP LOUISIANA OPERATIONS
LLC

		
	By:	 	 /s/ Winston M. Talbert

		 	Winston M. Talbert
		 	Vice President and Treasurer


  

 Signature Page to Amendment No. 4 








			
	 JPMORGAN CHASE BANK, N.A.,
 as
Administrative Agent and a Lender

		
	By:	 	 /s/ Michael A. Kamauf

	Name:	 	Michael A. Kamauf
	Title:	 	Vice President


  

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	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Paul A. Squires

	Name:	 	Paul A. Squires
	Title:	 	Vice President


  

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	WACHOVIA BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Ty J. Peterson

	Name:	 	Ty J. Peterson
	Title:	 	Vice President


  

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	BANK OF MONTREAL
		
	By:	 	 /s/ James V. Ducote

	Name:	 	James V. Ducote
	Title:	 	Director


  

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	BANK OF AMERICA, N.A.
		
	By:	 	 /s/ Ronald E. McKaig

	Name:	 	Ronald E. McKaig
	Title:	 	Senior Vice President


  

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	TORONTO DOMINION (TEXAS) LLC
		
	By:	 	 /s/ Bebi Yasin

	Name:	 	Bebi Yasin
	Title:	 	Authorized Signatory


  

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	THE BANK OF NOVA SCOTIA
		
	By:	 	 /s/ D. G. Mills

	Name:	 	D. G. Mills
	Title:	 	M.D.


  

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	BNP PARIBAS
		
	By:	 	 /s/ Polly Schott

	Name:	 	Polly Schott
	Title:	 	Director
		
	By:	 	 /s/ Greg Smothers

	Name:	 	Greg Smothers
	Title:	 	Director


  

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	BANK OF SCOTLAND, NEW YORK BRANCH
		
	 By:
	 	 /s/ Julia R. Franklin

	 Name:
	 	 Julia R. Franklin

	 Title:
	 	 Assistant Vice President



  

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	THE ROYAL BANK OF SCOTLAND PLC
		
	By:	 	 /s/ Phil Ballard

	Name:	 	Phil Ballard
	Title:	 	Managing Director


  

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	FORTIS CAPITAL CORP.
		
	By:	 	 /s/ Scott Myatt

	Name:	 	Scott Myatt
	Title:	 	Vice President
		
	By:	 	 /s/ Darrell Holley

	Name:	 	Darrell Holley
	Title:	 	Managing Director


  

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	ING CAPITAL LLC
		
	By:	 	 /s/ Juli Bieser

	Name:	 	Julie Bieser
	Title:	 	Director


  

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	CITICORP NORTH AMERICA, INC.
		
	By:	 	 /s/ Todd Mogil

	Name:	 	Todd Mogil
	Title:	 	Vice President


  

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	COMERICA BANK
		
	By:	 	 /s/ Greg Smith

	Name:	 	Greg Smith
	Title:	 	Senior Vice President


  

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	CAPITAL ONE, N.A.
		
	By:	 	 /s/ Paul D. Hein

	Name:	 	Paul D. Hein
	Title:	 	Vice President


  

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	BARCLAYS BANK PLC
		
	By:	 	 /s/ Maria Lund

	Name:	 	Maria Lund
	Title:	 	Vice President


  

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	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Monte E. Deckerd

	Name:	 	Monte E. Deckerd
	Title:	 	Senior Vice President


  

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	UNION BANK OF CALIFORNIA, N.A.
		
	By:	 	 /s/ Scott Gildea

	Name:	 	Scott Gildea
	Title:	 	Vice President


  

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	COMPASS BANK
		
	By:	 	 /s/ Kathleen J. Bowen

	Name:	 	Kathleen J. Bowen
	Title:	 	Senior Vice President


  

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	UBS LOAN FINANCE LLC
		
	By:	 	 /s/ Marie A. Haddad

	Name:	 	Marie A. Haddad
	Title:	 	Associate Director
		
	By:	 	 /s/ Mary E. Evans

	Name:	 	Mary E. Evans
	Title:	 	Associate Director


  

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	STERLING BANK
		
	By:	 	 /s/ Melissa A. Bauman

	Name:	 	Melissa A. Bauman
	Title:	 	Senior Vice President


  

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	GOLDMAN SACHS CREDIT PARTNERS L.P.
		
	By:	 	 /s/ Andrew Caditz

	Name:	 	Andrew Caditz
	Title:	 	Authorized Signatory


  

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	GOLDMAN SACHS BANK USA
		
	By:	 	/s/ Andrew Caditz
	Name:	 	Andrew Caditz
	Title:	 	Authorized Signator


  

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	MORGAN STANLEY BANK, N.A.
		
	By:	 	 /s/ Melissa James

	Name:	 	Melissa James
	Title:	 	Authorized Signatory


  

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