EXHIBIT 4.1
AMENDMENT NO. 3 TO
AMENDED AND RESTATED CREDIT
AGREEMENT
THIS AMENDMENT NO. 3 TO AMENDED AND
RESTATED CREDIT AGREEMENT dated as of July 23, 2008, is among
Plains Exploration & Production Company, a Delaware
corporation (the “ Borrower ”), 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 ”). J.P.
Morgan Securities Inc. (“ JPMorgan ”) is acting
as sole lead arranger with respect to this amendment, and JPMorgan
and Banc of America Securities LLC are acting as joint bookrunners
with respect to this amendment.
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, increase
the Maximum Credit Amounts 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 definitions
after the definition of Alternate Base Rate:
“ Amendment Effective
Date ” means the date on which Amendment No. 3
becomes effective.
“ Amendment No. 3
” means Amendment No. 3 dated as of July 23, 2008,
among the Borrower, the Lenders party thereto, and the
Administrative Agent.
(b) Section 2.02(e) of the
Credit Agreement is hereby amended to read as follows:
(e) On the Amendment Effective Date
(or as soon as practicable after the Amendment Effective Date with
respect to (iii)):
(i) the Borrower shall pay all
accrued and unpaid commitment fees, break funding fees under
Section 5.02, if any, associated with refunded
“Eurodollar Loans” outstanding under this Agreement and
all other fees that are outstanding under this Agreement for the
account of each “Lender” or “Issuing Bank”
under this Agreement;
(ii) each “ABR Loan”
outstanding under this Agreement shall be deemed to be repaid with
the proceeds of a new ABR Loan under this Agreement; and each
“Eurodollar Loan” outstanding under this Agreement
shall be repaid with the proceeds of a new Eurodollar Loan under
this Agreement made by the Lenders in accordance with their
respective Applicable Percentage of the Borrowing; and
(iii) each Lender whose Maximum
Credit Amount was modified pursuant to Amendment No. 3 shall
deliver to the Borrower as soon as practicable after the Amendment
Effective Date any promissory note issued by the Borrower to it
under this Agreement, marked “canceled” or otherwise
similarly defaced.
(c) Section 2.07(a) of the
Credit Agreement is 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 $3,100,000,000. 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).
(d) Section 2.09(a) of the
Credit Agreement is hereby amended to read as follows:
(a) The Borrower may on no more than
five occasions during the period beginning on the Amendment
Effective Date to and including the date that is six months prior
to the Maturity Date, by written notice to the Administrative Agent
executed by the Borrower and one or more financial institutions
(any such financial institution executing such notice being called
an “Increasing Lender”), which may include any Lender,
cause the Maximum Credit Amounts to be extended by the Increasing
Lenders if such Increasing Lender is not already a Lender (or cause
the Maximum Credit Amounts of the Increasing Lenders that are
already Lenders to be increased, as the case may be) in an amount
for each Increasing Lender set forth in such notice; provided, that
(i) each extension of new Maximum Credit Amounts or increase
in existing Maximum Credit Amounts pursuant to this paragraph shall
result in the aggregate Maximum Credit Amounts
2
being increased by no less than
$25,000,000, (ii) the sum of all new Maximum Credit Amounts
and increases in existing Maximum Credit Amounts pursuant to this
paragraph shall not exceed $400,000,000 without the approval of all
Lenders, (iii) each Increasing Lender shall be subject to the
approval of the Administrative Agent (which approval shall not be
unreasonably withheld or delayed), (iv) each Increasing
Lender, if not already a Lender hereunder, shall become a party to
this Agreement by completing and delivering to the Administrative
Agent a duly executed joinder agreement in a form reasonably
satisfactory to the Administrative Agent and the Borrower (a
“Joinder Agreement”), (v) any Lender requested by
the Borrower to become an Increasing Lender may elect, or decline,
such request in its sole discretion, (vi) since
December 31, 2007, no event has occurred that has had or could
reasonably be expected to have a Material Adverse Effect, and
(vii) no Default or Event of Default has occurred and is
continuing. New Maximum Credit Amounts and increases in Maximum
Credit Amounts shall become effective on the date specified in the
applicable notices delivered pursuant to this paragraph.
(e) Annex I to the Credit Agreement
is hereby amended to read as set forth in Annex I
hereto.
3. Conditions to
Effectiveness . This amendment will become effective on the
date on which the following conditions have been satisfied or
waived:
(a) The representations and
warranties of the Borrower in Section 4 hereof are true and
correct;
(b) The Administrative Agent has
received this amendment, executed and delivered by the Borrower,
the Administrative Agent and the Lenders;
(c) Each Guarantor has executed and
delivered an acknowledgment and consent to this amendment in form
and substance satisfactory to the Administrative Agent.
(d) The Administrative Agent shall
have received a certificate of the Secretary or an Assistant
Secretary of the Borrower and of each Guarantor dated as of the
Effective Date setting forth (i) resolutions of its board of
directors with respect to the authorization of the Borrower or such
Guarantor to execute and deliver this amendment, and
(ii) certifying that there have been no changes since
April 23, 2007, to either (A) the officers of the
Borrower or such Guarantor who are authorized to sign the Loan
Documents to which the Borrower or such Guarantor is a party and
act as its representative for the purposes of signing documents and
giving notices and other communications in connection with the
Credit Agreement and the transactions contemplated hereby, or
(B) the articles or certificate of incorporation and bylaws of
the Borrower or such Guarantor. The Administrative Agent and the
Lend
