Exhibit 4.1
SECOND AMENDMENT AND
WAIVER
TO
AMENDED AND RESTATED CREDIT
AGREEMENT
This SECOND AMENDMENT AND WAIVER
dated as of September 28, 2006, is among Plains
Exploration & Production Company, a Delaware corporation
(the “ Borrower ”), the undersigned lenders
party thereto (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 May 16, 2005, as amended by the First
Amendment to Amended and Restated Credit Agreement dated as of
November 1, 2005 (the “ Credit Agreement ”)
pursuant to which the Lenders have agreed to make revolving loans
and other extensions of credit available to the
Borrower.
B. The Borrower desires to
(i) redeem its Senior Notes or amend the indenture under which
the Senior Notes were issued and (ii) purchase pursuant to a
tender offer its Senior Subordinated Notes and amend the indenture
under which the Senior Subordinated Notes were issued and has
requested that the Lenders consent to such redemption and purchase
and permit the payment of consent fees with respect to such
amendments. Additionally, pursuant to a Purchase and Sale Agreement
dated as of August 6, 2006, among the Borrower, certain
subsidiaries of the Borrower, and certain subsidiaries of
Occidental Petroleum Corporation, the Borrower has agreed to sell
to certain subsidiaries of Occidental Petroleum Corporation the oil
and gas properties described therein.
C. In connection with the redemption
and purchase by the Borrower of its Senior Notes and Senior
Subordinated Notes, any amendments to the related indentures and
the sale by the Borrower of certain of its oil and gas properties
to certain subsidiaries of Occidental Petroleum Corporation, the
Borrower has requested that the Credit Agreement be amended to
reduce the Borrowing Base and to permit certain investments as more
fully set forth herein and that the Lenders waive the prohibition
of the payment of a fee with respect to such amendments to the
indentures, and the undersigned Lenders are willing to do so
subject to the terms and conditions set forth herein and provided
that the Borrower and the Guarantors ratify and confirm all of
their respective obligations under the Credit Agreement and the
other Loan Documents.
NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants set forth in this amendment,
the Borrower, the Lenders and the Administrative Agent agree as
follows:
1. Defined Terms . Unless
otherwise defined herein, capitalized terms used herein have the
respective meanings assigned to such terms in the Credit
Agreement.
2. Amendments to Credit
Agreement . The Credit Agreement is hereby amended as
follows:
(a) The definition of Borrowing Base
in Section 1.02 is hereby amended to read as
follows:
“‘ Borrowing Base
’ means (i) during the period beginning on the Specified
Date and ending on November 1, 2006, $1,000,000,000 and
(ii) at any other time an amount determined in accordance with
Section 2.07, in each case as the same may be adjusted from
time to time pursuant to Section 8.13(c), Section 9.02(k)
or Section 9.13(e).”
(b) Section 1.02 of the Credit
Agreement is hereby amended by inserting after the definition of
“Notes” the following new definition:
“‘ Occidental
Agreement ’” means the Purchase and Sale Agreement
dated as of August 6, 2006, among the Borrower, certain
subsidiaries of the Borrower and certain subsidiaries of Occidental
Petroleum Corporation.”
(c) Section 1.02 of the Credit
Agreement is hereby amended by inserting after the definition of
“Senior Subordinated Notes” the following new
definitions:
“‘ Specified Date
’ means the earlier of (i) the date on which the
Borrower consummates the sale of Oil and Gas Properties pursuant to
the Occidental Agreement, (ii) the date on which the Borrower
issues Specified Notes and (iii) the date on which the
Borrower first Redeems any of the Senior Notes or the Senior
Subordinated Notes.”
“‘ Specified
Notes ’ means up to $600,000,000 aggregate principal
amount of Permitted Additional Notes issued after
September 28, 2006, and prior to November 1,
2006.”
(d) Section 9.02(k) is hereby
amended by inserting in clause (vii) thereof after the first
use of “Permitted Additional Notes” therein the phrase
“(other than Specified Notes)”.
(e) Section 9.04(a)(v) is
hereby amended by inserting immediately prior to the semicolon
therein the phrase “(for this purpose the Redemption by the
Borrower of the Senior Notes and the Senior Subordinated Notes
shall not be considered to have been made pursuant to
Section 9.04(b)(i))”.
(f) The proviso in
Section 9.04(b)(i) is hereby amended to read as
follows:
“ provided ,
however , that (A) the Borrower may Redeem Senior
Notes, Senior Subordinated Notes or Permitted Additional Notes to
the extent that it could make a Restricted Payment in respect of
Equity Interests under Section 9.04(a)(v) and (B) the
Borrower may Redeem all or a portion of the Senior Notes and Senior
Subordinated Notes prior to January 31,
2007”.
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(g) Section 9.05(l) is hereby
amended in its entirety as follows:
“(l) Investments in
Unrestricted Subsidiaries, provided that (i) the aggregate
amount of all such Investments at any one time shall not exceed
$50,000,000 (or its equivalent in other currencies as of the date
of Investment), (ii) the Borrowing Base Utilization Percentage
is less than 80% immediately before and immediately after giving
effect to such Investment and (iii) at the time of such
Investment no Event of Default then exists.”
(h) Section 9.13 is hereby
amended by inserting at the end of clause (ii) thereof the
following phrase:
“ except as otherwise provided
in the definition of “Borrowing Base” with respect to
the sale of Oil and Gas Properties pursuant to the Occidental
Agreement.”
3. Waiver . The undersigned
Lenders hereby waive compliance by the Borrower with
Section 9.04(b) to the extent necessary to permit the Borrower
to take the following actions:
(a) Payment of a fee to the holders
of the Senior Subordinated Notes for the purpose of obtaining their
consent to an amendment of the indenture under which the Senior
Subordinated Notes were issued to remove certain of the covenants
set forth therein; and
(b) Payment of a fee to the holders
of the Senior Notes for the purpose of obtaining their consent to
an amendment of the indenture under which the Senior Notes were
issued to remove and/or amend certain of the covenants set forth
therein.
4. Conditions to
Effectiveness . This amendment shall become effective on the
date on which the following conditions have been satisfied or
waived:
(a) The representations and
warranties of the Borrower set forth in Section 5 shall be
true and correct in all material respects, except to the extent any
such representations and warranties are expressly limited to an
earlier date, in which case, such representations and warranties
shall continue to be true and correct as of such specified earlier
date;
(b) The Administrative Agent shall
have received this amendment, executed and delivered by the
Borrower, the Administrative Agent and the Super-majority Lenders;
and
(c) Each Guarantor shall have
executed and delivered an acknowledgment and confirmation to this
amendment substantially in the form of Exhibit A hereto.
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 a
legal, valid and binding obligation of the Borrower ,
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