0001193125-04-134099 Sample Contracts

PLAINS EXPLORATION & PRODUCTION COMPANY FORM OF EMPLOYMENT AGREEMENT CHIEF EXECUTIVE OFFICER
Employment Agreement • August 6th, 2004 • 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 (“Employee”) is entered into effective as of June 9, 2004 (the “Effective Date”).

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PLAINS EXPLORATION & PRODUCTION COMPANY (formerly PLAINS EXPLORATION & PRODUCTION COMPANY, L.P.), PLAINS E&P COMPANY, THE SUBSIDIARY GUARANTORS PARTIES HERETO, AND JPMORGAN CHASE BANK, AS TRUSTEE 8 3/4% Senior Subordinated Notes due 2012
Indenture • August 6th, 2004 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York

AMENDED AND RESTATED INDENTURE dated as of June 18, 2004 among PLAINS EXPLORATION & PRODUCTION COMPANY, a Delaware corporation (formerly Plains Exploration & Production Company, L.P.) (the “Company”), PLAINS E&P COMPANY, a Delaware Corporation (the “Co-Issuer”, together with the Company, the “Issuers”), the SUBSIDIARY GUARANTORS (as defined) and JPMORGAN CHASE BANK, a New York banking corporation (the “Trustee”) as Trustee.

SECOND AMENDMENT TO CREDIT AGREEMENT Dated as of May 14, 2004 AMONG PLAINS EXPLORATION & PRODUCTION COMPANY, AS BORROWER, THE GUARANTORS, JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO
Credit Agreement • August 6th, 2004 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”) dated as of May 14, 2004, is among PLAINS EXPLORATION & PRODUCTION COMPANY, a Delaware corporation (the “Borrower”); each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Obligors”); JPMORGAN CHASE BANK, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”); and each of the undersigned Lenders.

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • August 6th, 2004 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York

This Second Supplemental Indenture, dated as of June 30, 2004 (this “Supplemental Indenture” or “Guarantee”), among the entities listed on Annex I hereto (collectively, the “New Subsidiary Guarantors”), Plains Exploration & Production Company, a Delaware corporation (together with its successors and assigns, the “Company”) and Plains E&P Company, a Delaware corporation (together with the Company, the “Issuers”), each other then existing Subsidiary Guarantor under the Indenture referred to below, and JPMorgan Chase Bank, a New York banking corporation, as Trustee (the “Trustee”) under the Indenture referred to below.

FIRST AMENDMENT TO CREDIT AGREEMENT Dated as of August 8, 2003 AMONG PLAINS EXPLORATION & PRODUCTION COMPANY, AS BORROWER, THE GUARANTORS, JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO
Credit Agreement • August 6th, 2004 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”) dated as of August 8, 2003, to be effective as of April 4, 2003, is among PLAINS EXPLORATION & PRODUCTION COMPANY, a Delaware corporation (the “Borrower”); each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Obligors”); each of the lenders that is a signatory hereto (collectively, the “Lenders”); and JPMORGAN CHASE BANK, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

PLAINS EXPLORATION & PRODUCTION COMPANY FORM OF RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • August 6th, 2004 • Plains Exploration & Production Co • Crude petroleum & natural gas • Delaware

This Restricted Stock Unit Agreement (the “Agreement”), made as of the 9th day of June, 2004 (the “Grant Date”), by and between Plains Exploration & Production Company (the “Company”), and (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 2004 Stock Incentive Plan, as amended or restated from time to time (the “Plan”). The Company and the Grantee agree as follows:

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