0001193125-05-051503 Sample Contracts

PLAINS EXPLORATION & PRODUCTION COMPANY EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2005 • 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 John F. Wombwell (“Employee”) is entered into effective as of June 9, 2004 (the “Effective Date”).

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THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • March 16th, 2005 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York

This Third Supplemental Indenture, dated as of December 30, 2004 (this “Supplemental Indenture” or “Guarantee”), among Plains Louisiana Inc., a Delaware corporation (“Plains Louisiana”), PXP Louisiana L.L.C., a Delaware limited liability company (“PXP Louisiana,” together with Plains Louisiana, the “New Subsidiary Guarantors”), the entities listed on Annex I hereto (collectively, the “Current Subsidiary Guarantors”), Plains Exploration & Production Company, a Delaware corporation (together with its successors and assigns, the “Issuer”), and JPMorgan Chase Bank, National Association (formerly known as JPMorgan Chase Bank), a national banking association, as Trustee (the “Trustee”) under the Indenture referred to below.

CRUDE OIL MARKETING AGREEMENT among PLAINS EXPLORATION & PRODUCTION COMPANY, ARGUELLO INC., PXP GULF COAST INC., and PLAINS MARKETING, L.P.
Crude Oil Marketing Agreement • March 16th, 2005 • Plains Exploration & Production Co • Crude petroleum & natural gas

This CRUDE OIL MARKETING AGREEMENT (this “Agreement”), dated July 15, 2004 by and among PLAINS EXPLORATION & PRODUCTION COMPANY (“PXP”), ARGUELLO INC. (“Arguello”), PXP GULF COAST INC. (“PXP Gulf Coast”), and PLAINS MARKETING, L.P. (“Buyer”) amends and restates the Crude Oil Marketing Agreement dated November 23, 1998, by and between PLAINS RESOURCES INC., PLAINS ILLINOIS INC., STOCKER RESOURCES, L.P. (predecessor in interest to PXP), CALUMET FLORIDA, INC. and Buyer, insofar as it affects PXP, Arguello, and PXP Gulf Coast, which are sometimes referred to herein individually as a “Seller” and collectively as the “Sellers.” Sellers and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • March 16th, 2005 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York

This First Supplemental Indenture, dated as of December 30, 2004 (this “Supplemental Indenture” or “Subsidiary Guarantee”), among Plains Louisiana Inc., a Delaware corporation (“Plains Louisiana”), PXP Louisiana L.L.C., a Delaware limited liability company (together with Plains Louisiana, the “Guarantors”), Plains Exploration & Production Company (together with its successors and assigns, the “Issuer”) and Wells Fargo Bank, N.A., as Trustee under the Indenture referred to below.

PLAINS EXPLORATION & PRODUCTION COMPANY FORM OF RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 16th, 2005 • Plains Exploration & Production Co • Crude petroleum & natural gas • Delaware

This Restricted Stock Unit Agreement (the “Agreement”), made as of the day of , 200 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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