0001193125-09-167954 Sample Contracts

15,000,000 Shares PLAINS EXPLORATION & PRODUCTION COMPANY Common Stock UNDERWRITING AGREEMENT
Underwriting 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.

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SECOND AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • August 7th, 2009 • Plains Exploration & Production Co • Crude petroleum & natural gas • Louisiana

THIS SECOND AMENDMENT TO PARTICIPATION AGREEMENT (this “Amendment”) is made this 5th day of August, 2009 among Chesapeake Louisiana, L.P., an Oklahoma limited partnership (“Chesapeake”) and Plains Exploration & Production Company, a Delaware corporation, and its wholly owned subsidiaries, PXP Louisiana L.L.C., a Delaware limited liability company and PXP Louisiana Operations LLC, a Delaware limited liability company (collectively, “PXP”). Chesapeake and PXP shall be referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

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