EXHIBIT 1.1 PLAINS EXPLORATION AND PRODUCTION COMPANY Common Stock, Par Value $ Per Share Form of Underwriting AgreementPlains Exploration & Production Co L P • October 4th, 2002 • Wholesale-petroleum & petroleum products (no bulk stations) • New York
Exhibit 10.14 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") by and between Plains Exploration & Production Company, a Delaware corporation ("Company"), and John T. Raymond ("Employee") is entered into as of September 19, 2002, but,...Employment Agreement • October 4th, 2002 • Plains Exploration & Production Co L P • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
EXHIBIT 10.1 VOTING AGREEMENT (3TEC) VOTING AGREEMENT (this "Agreement") dated as of February 2, 2003, by and among Plains Exploration & Production Company, a Delaware corporation ("PXP"), 3TEC Energy Corporation, a Delaware corporation ("3TEC"),...Voting Agreement • February 12th, 2003 • Plains Exploration & Production Co • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
First AmendmentCredit Agreement • August 28th, 2002 • Plains Exploration & Production Co L P • Wholesale-petroleum & petroleum products (no bulk stations) • New York
AND JPMORGAN CHASE BANK, AS TRUSTEEPlains Exploration & Production Co L P • August 28th, 2002 • Wholesale-petroleum & petroleum products (no bulk stations) • New York
By and AmongAgreement and Plan of Merger • February 3rd, 2003 • Plains Exploration & Production Co • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
PLAINS EXPLORATION & PRODUCTION COMPANY and Trustee FORM OF SUBORDINATED INDENTURE Dated as of , Providing for Issuance of Securities in SeriesPlains Exploration & Production Co • January 20th, 2004 • Crude petroleum & natural gas • New York
THIS SUBORDINATED INDENTURE (the “Indenture”) between PLAINS EXPLORATION & PRODUCTION COMPANY, a Delaware corporation (hereinafter called the “Company”) having its principal office at 700 Milam, Suite 3100, Houston, Texas 77002, and , a , trustee (hereinafter called the “Trustee”), is made and entered into as of this day of , .
EXHIBIT 10.26 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this "Amendment"), dated as of November 20, 2002, by and between Plains Exploration & Production Company, a Delaware corporation ("Company"), and James C....Employment Agreement • November 21st, 2002 • Plains Exploration & Production Co • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
EXHIBIT 10.3 PLAINS RESOURCES INC. TRANSITION SERVICES AGREEMENTTransition Services Agreement • August 28th, 2002 • Plains Exploration & Production Co L P • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
amongCredit Agreement • May 1st, 2003 • Plains Exploration & Production Co • Wholesale-petroleum & petroleum products (no bulk stations) • New York
EXHIBIT 10.11 CREDIT AGREEMENTCredit Agreement • August 28th, 2002 • Plains Exploration & Production Co L P • Wholesale-petroleum & petroleum products (no bulk stations) • New York
EXHIBIT 10.23 OMNIBUS AGREEMENTOmnibus Agreement • October 4th, 2002 • Plains Exploration & Production Co L P • Wholesale-petroleum & petroleum products (no bulk stations)
July 3, 2002 This REGISTRATION RIGHTS AGREEMENT dated July 3, 2002, (the "Agreement") is entered into by and among Plains Exploration & Production Company, L.P., a California limited partnership (the "Company"), and Plains E&P Company, a Delaware...Registration Rights Agreement • August 28th, 2002 • Plains Exploration & Production Co L P • Wholesale-petroleum & petroleum products (no bulk stations) • New York
AMENDMENT NO. 3 TO EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • March 27th, 2003 • Plains Exploration & Production Co • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
EXHIBIT 10.5 TECHNICAL SERVICES AGREEMENTTechnical Services Agreement • August 28th, 2002 • Plains Exploration & Production Co L P • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
PLAINS EXPLORATION & PRODUCTION COMPANY PLAINS E&P COMPANY Registration Rights AgreementRegistration Rights Agreement • August 29th, 2003 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT dated May 30, 2003, (the “Agreement”) is entered into by and among Plains Exploration & Production Company, a Delaware corporation (the “Company”) and Plains E&P Company, a Delaware corporation (collectively with the Company, the “Issuers”), Arguello Inc., a Delaware corporation, Plains Illinois Inc., a Delaware corporation, Plains Resources International Inc., a Delaware corporation PMCT Inc., a Delaware corporation and PXP Gulf Coast Inc. (together, the “Guarantors”), and J.P. Morgan Securities Inc. (the “Initial Purchaser”).
EXHIBIT 10.1 MASTER SEPARATION AGREEMENT BY AND BETWEEN PLAINS RESOURCES INC.Master Separation Agreement • August 28th, 2002 • Plains Exploration & Production Co L P • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF NOVEMBER 30, 2012 AMONG PLAINS EXPLORATION & PRODUCTION COMPANY, AS BORROWER, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A. and ROYAL BANK OF CANADA, AS SYNDICATION AGENTS,...Credit Agreement • November 30th, 2012 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 30, 2012, is among PLAINS EXPLORATION & PRODUCTION COMPANY, a Delaware corporation (the “Borrower”); each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); BANK OF AMERICA, N.A. and ROYAL BANK OF CANADA, as syndication agents for the Lenders (in such capacity, the “Syndication Agents”); and THE BANK OF NOVA SCOTIA and TORONTO DOMINION (NEW YORK) LLC, as documentation agents for the Lenders (in such capacity, the “Documentation Agents”).
15,000,000 Shares PLAINS EXPLORATION & PRODUCTION COMPANY Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 7th, 2009 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York
This agreement (this “Agreement”) is to confirm the agreement concerning the purchase of the Securities from the Company by the Underwriters.
EXHIBIT 10.4 AMENDED AND RESTATED TAX ALLOCATION AGREEMENT by and between PLAINS RESOURCES INC.Tax Allocation Agreement • October 4th, 2002 • Plains Exploration & Production Co L P • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
PLAINS EXPLORATION & PRODUCTION COMPANY RESTRICTED STOCK UNIT AGREEMENT [With Employment Agreement]Restricted Stock Unit Agreement • February 24th, 2012 • Plains Exploration & Production Co • Crude petroleum & natural gas • Delaware
This Restricted Stock Unit Agreement (the “Agreement”), made as of the day of , 20 (the “Grant Date”), by and between Plains Exploration & Production Company (the “Company”), and «Fname» «Middle»«Dot» «Lname» (the “Grantee”), evidences the grant by the Company of restricted stock units (“Restricted Stock Units” or “Award”) to the Grantee on such date and the Grantee’s acceptance of the Award in accordance with the provisions of the Plains Exploration & Production Company 2010 Incentive Award Plan, as amended or restated from time to time (the “Plan”). The Company and the Grantee agree as follows:
PLAINS EXPLORATION & PRODUCTION COMPANY AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2008 • Plains Exploration & Production Co • Crude petroleum & natural gas • Texas
This Employment Agreement (“Agreement”) by and between Plains Exploration & Production Company, a Delaware corporation (“Company”), and Winston M. Talbert (“Employee”) is entered into effective as of November 8, 2006 (the “Effective Date”).
PLAINS EXPLORATION & PRODUCTION COMPANY and Trustee FORM OF SENIOR INDENTURE Dated as of , Providing for Issuance of Securities in SeriesSenior Indenture • January 20th, 2004 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York
THIS SENIOR INDENTURE (the “Indenture”) between PLAINS EXPLORATION & PRODUCTION COMPANY, a Delaware corporation (hereinafter called the “Company”) having its principal office at 700 Milam, Suite 3100, Houston, Texas 77002, and , a , trustee (hereinafter called the “Trustee”), is made and entered into as of this day of , .
EXHIBIT 10.32 AMENDMENT NO. 1 TO RESTRICTED STOCK AWARD AGREEMENT AMENDMENT NO. 1 TO RESTRICTED STOCK AWARD AGREEMENT (this "Amendment"), dated as of November 20, 2002, by and between Plains Exploration & Production Company, a Delaware corporation...Restricted Stock Award Agreement • November 21st, 2002 • Plains Exploration & Production Co • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
PLAINS EXPLORATION & PRODUCTION COMPANY UNDERWRITING AGREEMENTUnderwriting Agreement • October 26th, 2012 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York
defined below) dated as of the date hereof and (ii) are to be issued pursuant to an Indenture dated as of March 13, 2007 (the “Base Indenture”), by and between the Company and Wells Fargo Bank, N.A., as trustee (the “Trustee”), as supplemented and amended by (a) the Sixteenth Supplemental Indenture thereto to be dated as of October 26, 2012 (the “Sixteenth Supplemental Indenture”), by and among the Company, the Guarantors and the Trustee (relating to the 2020 Notes), and (b) the Seventeenth Supplemental Indenture thereto to be dated as of October 26, 2012 (the “Seventeenth Supplemental Indenture” and, collectively with the Sixteenth Supplemental Indenture, the “Supplemental Indentures”), by and among the Company, the Guarantors and the Trustee (relating to the 2023 Notes). The Base Indenture, as supplemented and amended by the Supplemental Indentures, is referred to herein as the “Indenture.”
PLAINS EXPLORATION & PRODUCTION COMPANY as the Company THE GUARANTOR PARTIES NAMED HEREIN as Guarantors and WELLS FARGO BANK, N.A. as Trustee SEVENTEENTH SUPPLEMENTAL INDENTURE Dated as of October 26, 2012 To INDENTURE Dated as of March 13, 2007Plains Exploration & Production Co • October 26th, 2012 • Crude petroleum & natural gas • New York
SEVENTEENTH SUPPLEMENTAL INDENTURE, dated as of October 26, 2012 (this “Supplemental Indenture”), by and among PLAINS EXPLORATION & PRODUCTION COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), each of the Guarantor parties named on the signature pages hereof (collectively, the “Guarantors”) and WELLS FARGO BANK, N.A., a nationally chartered banking association, as trustee under the Indenture referred to below (in such capacity, the “Trustee”).
AGREEMENT AND PLAN OF MERGER by and among PLAINS EXPLORATION & PRODUCTION COMPANY, FREEPORT-MCMORAN COPPER & GOLD INC. and IMONC LLC Dated as of December 5, 2012Agreement and Plan of Merger • December 6th, 2012 • Plains Exploration & Production Co • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 5, 2012, is by and among Plains Exploration & Production Company, a Delaware corporation (the “Company”), Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (“Parent”), and IMONC LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub”).
EXHIBIT 10.28 AMENDMENT NO. 1 TO EMPLOYMENT LETTER AGREEMENT AMENDMENT NO. 1 TO EMPLOYMENT LETTER AGREEMENT (this "Amendment"), dated as of November 20, 2002, by and between Plains Exploration & Production Company, a Delaware corporation (fka Plains...Employment Letter Agreement • November 21st, 2002 • Plains Exploration & Production Co • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF APRIL 23, 2007 AMONG PLAINS EXPLORATION & PRODUCTION COMPANY, AS BORROWER, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A. and BMO CAPITAL MARKETS FINANCING, INC., AS...Credit Agreement • April 24th, 2007 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 23, 2007, is among PLAINS EXPLORATION & PRODUCTION COMPANY, a Delaware corporation (the “Borrower”); each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); Bank of America, N.A. and BMO Capital Markets Financing, Inc., as syndication agents for the Lenders (each, in such capacity, a “Syndication Agent”); and BNP Paribas and The Bank of Nova Scotia, as documentation agents for the Lenders (each, in such capacity, a “Documentation Agent”).
CREDIT AGREEMENT DATED AS OF NOVEMBER 18, 2011 AMONG PLAINS OFFSHORE OPERATIONS INC., AS BORROWER, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, BARCLAYS BANK PLC AND BANK OF MONTREAL, AS CO-DOCUMENTATION AGENTS, TORONTO DOMINION (NEW YORK) LLC...Credit Agreement • February 24th, 2012 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT dated as of November 18, 2011, is among PLAINS OFFSHORE OPERATIONS INC., a Delaware corporation (the “Borrower”); each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); Barclays Bank PLC and Bank of Montreal, as Co-Documentation Agents; and Toronto Dominion (New York) LLC and Wells Fargo Bank, National Association, as Co-Syndication Agents.
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 16, 2005 AMONG PLAINS EXPLORATION & PRODUCTION COMPANY, AS BORROWER, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A. and HARRIS NESBITT FINANCING, INC., AS SYNDICATION...Credit Agreement • August 8th, 2005 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 16, 2005, is among: PLAINS EXPLORATION & PRODUCTION COMPANY, a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A. (as successor by merger to JPMorgan Chase Bank, in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); Bank of America, N.A. and Harris Nesbitt Financing, Inc., as syndication agents for the Lenders (each, in such capacity, a “Syndication Agent”); and BNP Paribas and The Bank of Nova Scotia, as documentation agents for the Lenders (each, in such capacity, a “Documentation Agent”).
Exhibit 10.20 PLAINS EXPLORATION & PRODUCTION COMPANY RESTRICTED STOCK AWARD AGREEMENT This Restricted Stock Award Agreement (the "Agreement"), executed as of the 25th day of September, 2002, by and between Plains Exploration & Production Company (the...Restricted Stock Award Agreement • October 4th, 2002 • Plains Exploration & Production Co L P • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
EXHIBIT 10.6 INTELLECTUAL PROPERTY AGREEMENTIntellectual Property Agreement • August 28th, 2002 • Plains Exploration & Production Co L P • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
ContractSecond Supplemental Indenture • November 26th, 2007 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York
PLAINS EXPLORATION & PRODUCTION COMPANY FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 10th, 2006 • Plains Exploration & Production Co • Crude petroleum & natural gas
WHEREAS, effective as of June 9, 2004, Plains Exploration & Production Company (the “Company”) entered into an employment agreement (the “Agreement”) with Thomas M. Gladney (the “Employee”); and
