Exhibit 4.2
EIGHTH
SUPPLEMENTAL INDENTURE
This Eighth
Supplemental Indenture, dated as of July 10, 2008 (this
“ Supplemental Indenture ”), among PXP
Louisiana Operations LLC (the “ New Subsidiary
Guarantor ”), Plains Exploration &
Production Company, a Delaware corporation (together with its
successors and assigns, the “ Company ”),
the existing subsidiary guarantors party hereto (the “
Guarantors ”), and Wells Fargo Bank, N.A., a
nationally chartered association, as Trustee (the “
Trustee ”) under the Indenture referred to
below.
W I T N E S S E T
H:
WHEREAS, the
Company, the Guarantors and the Trustee have heretofore executed
and delivered an Indenture (as amended, supplemented, waived or
otherwise modified through the date hereof, the “
Indenture ”), dated as of March 13, 2007,
as supplemented by a First Supplemental Indenture, dated as of
March 13, 2007, providing for the issuance of 7% Senior Notes
due 2017 of the Company (the “ 7% Notes
”), by a Second Supplemental Indenture, dated as of
June 5, 2007, providing for the addition of certain subsidiary
guarantors, by a Third Supplemental Indenture, dated as of
June 19, 2007, providing for the issuance of 7 3/4% Senior
Notes due 2015 (the “ 7 3/4% Notes ”), by
a Fourth Supplemental Indenture, dated as of November 14,
2007, providing for the addition of an additional subsidiary
guarantor, by a Fifth Supplemental Indenture, dated as of
January 29, 2008, providing for the addition of certain
subsidiary guarantors, by a Sixth Supplemental Indenture, dated as
of February 13, 2008, providing for the addition of certain
subsidiary guarantors, and by a Seventh Supplemental Indenture,
dated as of May 23, 2008, providing for the issuance of 7 5/8%
Senior Notes due 2018 (the “ 7 5/8% Notes
” and, together with the 7% Notes and the 7 3/4% Notes, the
“ Notes ”);
WHEREAS,
Section 10.17 of the Indenture provides that if any
Domestic Restricted Subsidiary that is not a Guarantor is or
becomes obligated under any Indebtedness pursuant to a Guarantee of
Indebtedness of the Company or any Guarantor (other than the
Notes), and the maximum principal amount of Indebtedness of such
Domestic Restricted Subsidiary under such Guarantee exceeds $10.0
million, the Company shall cause that Domestic Restricted
Subsidiary to Guarantee the Notes and become a Guarantor, pursuant
to the Subsidiary Guarantee provisions of the Indenture, by
executing a supplemental indenture and delivering it to the Trustee
within 30 days after the date on which such Domestic Restricted
Subsidiary Guaranteed such Indebtedness of the Company or a
Guarantor; provided , however , that the Company
shall not be required to cause such Domestic Restricted Subsidiary
to so Guarantee the Notes and become a Guarantor prior to the
180 th
day after the
consummation of any transaction (including without limitation any
merger, consolidation or purchase) pursuant to which such Domestic
Restricted Subsidiary becomes a Subsidiary of the Company;
and
WHEREAS, pursuant
to Section 9.1 of the Indenture, the Trustee, the
Guarantors and the Company are authorized to execute and deliver
this Supplemental Indenture to amend the Indenture, without the
consent of any holder of the Notes.
1
NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New
Subsidiary Guarantor, the Company, the Guarantors and the Trustee
mutually covenant and agree for the equal and ratable benefit of
the Holders of the Notes as follows:
ARTICLE
I
Definitions
SECTION 1.1
Defined Terms . As used in this Supplemental Indenture,
capitalized terms used, but not otherwise defined herein are used
herein as defined in the Indenture. The words “
herein ,” “ hereof ”
and
