PLAINS EXPLORATION & PRODUCTION COMPANY UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2012 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York
Plains Exploration & Production Company, a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC (“JPMorgan”) is acting as the representative (the “Representative”), $750,000,000 in aggregate principal amount of its 6.125% 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 LLC, a Delaware limited liability company, PXP Aircraft LLC, a Delaware limited liability company, PXP Gulf Coas
PLAINS EXPLORATION & PRODUCTION COMPANY as the Company THE GUARANTOR PARTIES NAMED HEREIN as Guarantors and WELLS FARGO BANK, N.A. as Trustee FOURTEENTH SUPPLEMENTAL INDENTURE Dated as of April 27, 2012 To INDENTURE Dated as of March 13, 2007Fourteenth Supplemental Indenture • April 27th, 2012 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York
FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of April 27, 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”).
