PLAINS EXPLORATION & PRODUCTION COMPANY UNDERWRITING AGREEMENTUnderwriting Agreement • September 11th, 2009 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York
Plains Exploration & Production Company, a Delaware corporation (the “Company”), proposes, upon the terms and considerations set forth herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”), for whom J.P. Morgan Securities Inc. (“JPMorgan”), Banc of America Securities LLC, Barclays Capital Inc., BMO Capital Markets Corp. and Morgan Stanley & Co. Incorporated are acting as the representatives (the “Representatives”), $400,000,000 in aggregate principal amount of its 8.625% Senior Notes due 2019 (the “Notes”). The Company’s obligations under the Notes, including the payment of principal, premium, if any, and interest with respect to the Notes, will be unconditionally guaranteed (the “Guarantees”) by Arguello Inc., a Delaware corporation, Latigo Petroleum, Inc., a Delaware corporation, Plains Acquisition Corporation, a Delaware corporation, Plains Resources Inc., a Delaware corporation, Pogo Partners, Inc., a Texas corporation, Pogo Producing Company
PLAINS EXPLORATION & PRODUCTION COMPANY as the Company THE GUARANTOR PARTIES NAMED HEREIN as Guarantors and WELLS FARGO BANK, N.A. as Trustee TENTH SUPPLEMENTAL INDENTURE Dated as of September 11, 2009 To INDENTURE Dated as of March 13, 2007Tenth Supplemental Indenture • September 11th, 2009 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York
TENTH SUPPLEMENTAL INDENTURE, dated as of September 11, 2009 (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”).
