Amendment No. 4, dated December 8, 2011


 Exhibit 4.1 
 AMENDMENT NO. 4 TO 
 AMENDED AND RESTATED CREDIT AGREEMENT 

THIS AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of December 8, 2011, is
among Plains Exploration & Production Company, a Delaware corporation (the “Borrower”), the several banks and other financial institutions signatories hereto, 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
August 3, 2010 (as amended, modified or supplemented prior to the date hereof, the “Credit Agreement”). 

B. The Borrower has requested the Lenders to approve an amendment to the Credit Agreement that will allow the Borrowing Base to be
maintained at its current level notwithstanding the sale of Oil and Gas Properties having a value greater than 10% of the existing Borrowing Base. 
 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 in this Amendment, capitalized terms used in this Amendment have the meanings assigned
to those terms in the Credit Agreement. 
 2. Amendments to Credit Agreement. The Credit Agreement is hereby amended as
follows: 
 (a) Section 1.02 of the Credit Agreement is hereby amended by inserting the following new definitions in
appropriate alphabetical order: 
 “Linn Energy Agreement” means the Purchase and Sale Agreement
dated as of November 3, 2011 among the Borrower, Pogo Producing Company LLC, Latigo Petroleum, Inc., and Linn Energy Holdings, LLC, as amended, modified or supplemented from time to time; provided, however, that such agreement shall not be
amended, modified, waived or supplemented in a manner materially adverse to the Lenders unless otherwise approved by the Administrative Agent. 
 “South Texas Agreement” means the Purchase and Sale Agreement dated as of November 3, 2011 among the Borrower, Pogo Producing Company LLC, and a third party, as amended, modified or
supplemented from time to time; provided, however, that such agreement shall not be amended, modified, waived or supplemented in a manner materially adverse to the Lenders unless otherwise approved by the Administrative Agent. 






 (b) Section 9.12(d) of the Credit Agreement is hereby amended to read as follows:

 (d) the sale or other disposition (including Casualty Events) of such Oil and Gas Property or any interest therein or any
Restricted Subsidiary owning such Oil and Gas Properties; provided that (i) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property (other than
in the case of a Casualty Event), interest therein or Restricted Subsidiary subject of such sale or other disposition (as reasonably determined by any Responsible Officer of the Borrower) and (ii) if (A) such Oil and Gas Property (or any
portion of such Oil and Gas Property) is included in the Borrowing Base and (B) the value for that Oil and Gas Property (or that portion, as the case may be) set forth in the most recently delivered Reserve Report, together with the value of
other Oil and Gas Properties sold or disposed of since the most recent Scheduled Redetermination Date, is greater than 10% of the Borrowing Base then in effect, individually or in the aggregate, the Borrowing Base shall be reduced, effective
immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property in the most recently delivered Reserve Report, except that (i) there will be no reduction in the Borrowing Base with respect to any
disposition made prior to April 1, 2012, pursuant to the Linn Energy Agreement or the South Texas Agreement and (ii) the value of the Oil and Gas Properties so disposed of pursuant to the Linn Energy Agreement and the South Texas Agreement
will be disregarded in determining any other reduction in the Borrowing Base required by this Section 9.12(d); 
 3.
Confirmation of Borrowing Base. The undersigned Lenders hereby confirm that the consummation of the transactions contemplated by the Linn Energy Agreement and the South Texas Agreement will not result in any adjustment to the Borrowing Base,
so that the Borrowing Base will be maintained at $1,800,000,000 until the next Redetermination Date. 
 4. Conditions to
Effectiveness. This Amendment will become effective on the date on which the following conditions have been satisfied or waived: 
 (a) The Administrative Agent shall have 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 of this Amendment shall be true and correct. 

  
 -2-








 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. 
 (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, except as expressly provided herein, 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. The Borrower hereby confirms and ratifies the Credit 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. 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. 

8. Designation as Loan Document. This Amendment is a Loan Document. 

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. 

  
 -3-








 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 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] 

  
 -4-








 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 







 Each of the undersigned (i) acknowledges, consents and agrees to this Amendment and
each of the terms and provisions contained herein, and (ii) agrees that the Loan Documents to which it is a party remain in full force and effect and continue to be the legal, valid and binding obligation of such Person. 

 

			
	 ARGUELLO INC.

LATIGO PETROLEUM, INC.
 PLAINS
ACQUISITION CORPORATION
 PLAINS OFFSHORE INC.
 PLAINS RESOURCES INC.
 POGO PARTNERS, INC.

POGO PRODUCING COMPANY LLC
 PXP
AIRCRAFT LLC
 PXP GULF COAST LLC
 PXP LOUISIANA L.L.C.
 PXP LOUISIANA OPERATIONS LLC

		
	By:	 	    /s/ Winston M. Talbert
	Name: Winston M. Talbert
	 Title:   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:   Authorized Officer



  
 Signature Page
to Amendment No. 4 







 
			
	 BANK OF AMERICA, NATIONAL
 ASSOCIATION

		
	By:	 	    /s/ Ronald E. McKaig
	Name: Ronald E. McKaig
	Title:   Managing Director



  
 Signature Page
to Amendment No. 4 







 
			
	BANK OF MONTREAL
		
	By:	 	    /s/ James V. Ducote
	Name: James V. Ducote
	Title:   Director



  
 Signature Page
to Amendment No. 4 







 
			
	THE BANK OF NOVA SCOTIA
		
	By:	 	    /s/ John Frazell
	Name: John Frazell
	Title:   Director



  
 Signature Page
to Amendment No. 4 







 
			
	BANK OF SCOTLAND PLC
		
	By:	 	    /s/ Julia R. Franklin
	Name: Julia R. Franklin
	Title:   Vice President



  
 Signature Page
to Amendment No. 4 







 
			
	BARCLAYS BANK PLC
		
	By:	 	    /s/ David Barton
	Name: David Barton
	Title:   Director



  
 Signature Page
to Amendment No. 4 







 
			
	BNP PARIBAS
		
	By:	 	    /s/ Greg Smothers
	Name: Greg Smothers
	Title:   Director
		
	By:	 	    /s/ Russell Otts
	Name: Russell Otts
	Title:   Director



  
 Signature Page
to Amendment No. 4 







 
			
	CITICORP NORTH AMERICA, INC.
		
	By:	 	    /s/ John Miller
	Name: John Miller
	Title:   Vice President



  
 Signature Page
to Amendment No. 4 







 
			
	ING CAPITAL LLC
		
	By:	 	    /s/ Julie Bieser
	Name: Julie Bieser
	Title:   Director



  
 Signature Page
to Amendment No. 4 







 
			
	ROYAL BANK OF CANADA
		
	By:	 	    /s/ Don J. McKinnerney
	Name: Don J. McKinnerney
	Title:   Authorized Signatory



  
 Signature Page
to Amendment No. 4 







 
			
	THE ROYAL BANK OF SCOTLAND PLC
		
	By:	 	    /s/ James L. Moyes
	Name: James L. Moyes
	Title:   Authorised Signatory



  
 Signature Page
to Amendment No. 4 







 
			
	TORONTO DOMINION (TEXAS) LLC
		
	By:	 	    /s/ Debbi L. Brito
	Name: Debbi L. Brito
	Title:   Authorized Signatory



  
 Signature Page
to Amendment No. 4 







 
			
	 WELLS FARGO BANK, NATIONAL
 ASSOCIATION

		
	By:	 	    /s/ Paul A. Squires
	Name: Paul A. Squires
	Title:   Managing Director



  
 Signature Page
to Amendment No. 4 







 
			
	COMPASS BANK
		
	By:	 	    /s/ Ann Van Wagener
	Name: Ann Van Wagener
	Title:   Vice President



  
 Signature Page
to Amendment No. 4 







 
			
	CAPITAL ONE, NATIONAL ASSOCIATION
		
	By:	 	    /s/ Nancy M. Mak
	Name: Nancy M. Mak
	Title:   Vice President



  
 Signature Page
to Amendment No. 4 







 
			
	GOLDMAN SACHS BANK USA
		
	By:	 	    /s/ Lauren Day
	Name: Lauren Day
	Title:   Authorized Signatory



  
 Signature Page
to Amendment No. 4 







 
			
	UBS LOAN FINANCE LLC
		
	By:	 	    /s/ Irja R. Otsa
	Name: Irja R. Otsa
	Title:   Associate Director
		
	By:	 	    /s/ Mary E. Evans
	Name: Mary E. Evans
	Title:   Associate Director



  
 Signature Page
to Amendment No. 4 







 
			
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	    /s/ Bruce E. Hernandez
	Name: Bruce E. Hernandez
	Title:   Vice President



  
 Signature Page
to Amendment No. 4 







 
			
	COMERICA BANK
		
	By:	 	    /s/ Paul J. Edmonds
	Name: Paul J. Edmonds
	Title:   Senior Vice President



  
 Signature Page
to Amendment No. 4 







 
			
	MORGAN STANLEY BANK, N.A.
		
	By:	 	    /s/ Dmitriy Barskiy
	Name: Dmitriy Barskiy
	Title:   Authorized Signatory



  
 Signature Page
to Amendment No. 4 







 
			
	UNION BANK, N.A.
		
	By:	 	    /s/ Scott Gildea
	Name: Scott Gildea
	Title:   Vice President



  
 Signature Page
to Amendment No. 4