Plains Exploration & Production Co Sample Contracts

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First Amendment
Credit Agreement • August 28th, 2002 • Plains Exploration & Production Co L P • Wholesale-petroleum & petroleum products (no bulk stations) • New York
EXHIBIT 1.1 PLAINS EXPLORATION AND PRODUCTION COMPANY Common Stock, Par Value $ Per Share Form of Underwriting Agreement
Plains Exploration & Production Co L P • October 4th, 2002 • Wholesale-petroleum & petroleum products (no bulk stations) • New York
By and Among
Agreement and Plan of Merger • February 3rd, 2003 • Plains Exploration & Production Co • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
PLAINS EXPLORATION & PRODUCTION COMPANY and Trustee FORM OF SUBORDINATED INDENTURE Dated as of , Providing for Issuance of Securities in Series
Plains Exploration & Production Co • January 20th, 2004 • Crude petroleum & natural gas • New York

THIS SUBORDINATED INDENTURE (the “Indenture”) between PLAINS EXPLORATION & PRODUCTION COMPANY, a Delaware corporation (hereinafter called the “Company”) having its principal office at 700 Milam, Suite 3100, Houston, Texas 77002, and , a , trustee (hereinafter called the “Trustee”), is made and entered into as of this day of , .

EXHIBIT 10.3 PLAINS RESOURCES INC. TRANSITION SERVICES AGREEMENT
Transition Services Agreement • August 28th, 2002 • Plains Exploration & Production Co L P • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
among
Credit Agreement • May 1st, 2003 • Plains Exploration & Production Co • Wholesale-petroleum & petroleum products (no bulk stations) • New York
AND JPMORGAN CHASE BANK, AS TRUSTEE
Plains Exploration & Production Co L P • August 28th, 2002 • Wholesale-petroleum & petroleum products (no bulk stations) • New York
EXHIBIT 10.11 CREDIT AGREEMENT
Credit Agreement • August 28th, 2002 • Plains Exploration & Production Co L P • Wholesale-petroleum & petroleum products (no bulk stations) • New York
EXHIBIT 10.23 OMNIBUS AGREEMENT
Omnibus Agreement • October 4th, 2002 • Plains Exploration & Production Co L P • Wholesale-petroleum & petroleum products (no bulk stations)
AMENDMENT NO. 3 TO EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • March 27th, 2003 • Plains Exploration & Production Co • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
EXHIBIT 10.5 TECHNICAL SERVICES AGREEMENT
Technical Services Agreement • August 28th, 2002 • Plains Exploration & Production Co L P • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
PLAINS EXPLORATION & PRODUCTION COMPANY PLAINS E&P COMPANY Registration Rights Agreement
Registration Rights Agreement • August 29th, 2003 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York

This REGISTRATION RIGHTS AGREEMENT dated May 30, 2003, (the “Agreement”) is entered into by and among Plains Exploration & Production Company, a Delaware corporation (the “Company”) and Plains E&P Company, a Delaware corporation (collectively with the Company, the “Issuers”), Arguello Inc., a Delaware corporation, Plains Illinois Inc., a Delaware corporation, Plains Resources International Inc., a Delaware corporation PMCT Inc., a Delaware corporation and PXP Gulf Coast Inc. (together, the “Guarantors”), and J.P. Morgan Securities Inc. (the “Initial Purchaser”).

EXHIBIT 10.1 MASTER SEPARATION AGREEMENT BY AND BETWEEN PLAINS RESOURCES INC.
Master Separation Agreement • August 28th, 2002 • Plains Exploration & Production Co L P • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF NOVEMBER 30, 2012 AMONG PLAINS EXPLORATION & PRODUCTION COMPANY, AS BORROWER, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A. and ROYAL BANK OF CANADA, AS SYNDICATION AGENTS,...
Credit Agreement • November 30th, 2012 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York

THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 30, 2012, is among PLAINS EXPLORATION & PRODUCTION COMPANY, a Delaware corporation (the “Borrower”); each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); BANK OF AMERICA, N.A. and ROYAL BANK OF CANADA, as syndication agents for the Lenders (in such capacity, the “Syndication Agents”); and THE BANK OF NOVA SCOTIA and TORONTO DOMINION (NEW YORK) LLC, as documentation agents for the Lenders (in such capacity, the “Documentation Agents”).

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.

EXHIBIT 10.4 AMENDED AND RESTATED TAX ALLOCATION AGREEMENT by and between PLAINS RESOURCES INC.
Tax Allocation Agreement • October 4th, 2002 • Plains Exploration & Production Co L P • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
PLAINS EXPLORATION & PRODUCTION COMPANY RESTRICTED STOCK UNIT AGREEMENT [With Employment Agreement]
Restricted Stock Unit Agreement • February 24th, 2012 • Plains Exploration & Production Co • Crude petroleum & natural gas • Delaware

This Restricted Stock Unit Agreement (the “Agreement”), made as of the day of , 20 (the “Grant Date”), by and between Plains Exploration & Production Company (the “Company”), and «Fname» «Middle»«Dot» «Lname» (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 2010 Incentive Award Plan, as amended or restated from time to time (the “Plan”). The Company and the Grantee agree as follows:

PLAINS EXPLORATION & PRODUCTION COMPANY AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2008 • 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 Winston M. Talbert (“Employee”) is entered into effective as of November 8, 2006 (the “Effective Date”).

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PLAINS EXPLORATION & PRODUCTION COMPANY and Trustee FORM OF SENIOR INDENTURE Dated as of , Providing for Issuance of Securities in Series
Senior Indenture • January 20th, 2004 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York

THIS SENIOR INDENTURE (the “Indenture”) between PLAINS EXPLORATION & PRODUCTION COMPANY, a Delaware corporation (hereinafter called the “Company”) having its principal office at 700 Milam, Suite 3100, Houston, Texas 77002, and , a , trustee (hereinafter called the “Trustee”), is made and entered into as of this day of , .

PLAINS EXPLORATION & PRODUCTION COMPANY UNDERWRITING AGREEMENT
Underwriting Agreement • October 26th, 2012 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York

defined below) dated as of the date hereof and (ii) are to be issued pursuant to an Indenture dated as of March 13, 2007 (the “Base Indenture”), by and between the Company and Wells Fargo Bank, N.A., as trustee (the “Trustee”), as supplemented and amended by (a) the Sixteenth Supplemental Indenture thereto to be dated as of October 26, 2012 (the “Sixteenth Supplemental Indenture”), by and among the Company, the Guarantors and the Trustee (relating to the 2020 Notes), and (b) the Seventeenth Supplemental Indenture thereto to be dated as of October 26, 2012 (the “Seventeenth Supplemental Indenture” and, collectively with the Sixteenth Supplemental Indenture, the “Supplemental Indentures”), by and among the Company, the Guarantors and the Trustee (relating to the 2023 Notes). The Base Indenture, as supplemented and amended by the Supplemental Indentures, is referred to herein as the “Indenture.”

PLAINS EXPLORATION & PRODUCTION COMPANY as the Company THE GUARANTOR PARTIES NAMED HEREIN as Guarantors and WELLS FARGO BANK, N.A. as Trustee SEVENTEENTH SUPPLEMENTAL INDENTURE Dated as of October 26, 2012 To INDENTURE Dated as of March 13, 2007
Plains Exploration & Production Co • October 26th, 2012 • Crude petroleum & natural gas • New York

SEVENTEENTH SUPPLEMENTAL INDENTURE, dated as of October 26, 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”).

AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF APRIL 23, 2007 AMONG PLAINS EXPLORATION & PRODUCTION COMPANY, AS BORROWER, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A. and BMO CAPITAL MARKETS FINANCING, INC., AS...
Credit Agreement • April 24th, 2007 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York

THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 23, 2007, is among PLAINS EXPLORATION & PRODUCTION COMPANY, a Delaware corporation (the “Borrower”); each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); Bank of America, N.A. and BMO Capital Markets Financing, Inc., as syndication agents for the Lenders (each, in such capacity, a “Syndication Agent”); and BNP Paribas and The Bank of Nova Scotia, as documentation agents for the Lenders (each, in such capacity, a “Documentation Agent”).

AGREEMENT AND PLAN OF MERGER by and among PLAINS EXPLORATION & PRODUCTION COMPANY, FREEPORT-MCMORAN COPPER & GOLD INC. and IMONC LLC Dated as of December 5, 2012
Agreement and Plan of Merger • December 6th, 2012 • Plains Exploration & Production Co • Crude petroleum & natural gas • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 5, 2012, is by and among Plains Exploration & Production Company, a Delaware corporation (the “Company”), Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (“Parent”), and IMONC LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub”).

CREDIT AGREEMENT DATED AS OF NOVEMBER 18, 2011 AMONG PLAINS OFFSHORE OPERATIONS INC., AS BORROWER, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, BARCLAYS BANK PLC AND BANK OF MONTREAL, AS CO-DOCUMENTATION AGENTS, TORONTO DOMINION (NEW YORK) LLC...
Credit Agreement • February 24th, 2012 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York

THIS CREDIT AGREEMENT dated as of November 18, 2011, is among PLAINS OFFSHORE OPERATIONS INC., a Delaware corporation (the “Borrower”); each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); Barclays Bank PLC and Bank of Montreal, as Co-Documentation Agents; and Toronto Dominion (New York) LLC and Wells Fargo Bank, National Association, as Co-Syndication Agents.

AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 16, 2005 AMONG PLAINS EXPLORATION & PRODUCTION COMPANY, AS BORROWER, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A. and HARRIS NESBITT FINANCING, INC., AS SYNDICATION...
Credit Agreement • August 8th, 2005 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York

THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 16, 2005, is among: PLAINS EXPLORATION & PRODUCTION COMPANY, a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A. (as successor by merger to JPMorgan Chase Bank, in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); Bank of America, N.A. and Harris Nesbitt Financing, Inc., as syndication agents for the Lenders (each, in such capacity, a “Syndication Agent”); and BNP Paribas and The Bank of Nova Scotia, as documentation agents for the Lenders (each, in such capacity, a “Documentation Agent”).

VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • December 6th, 2012 • Plains Exploration & Production Co • Crude petroleum & natural gas • Delaware

This Voting and Support Agreement (this “Agreement”) is made and entered into as of December 5, 2012, among Plains Exploration & Production Company, a Delaware corporation (“Stockholder”), Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (“Florida”) and McMoRan Exploration Co., a Delaware corporation (“Maine”).

EXHIBIT 10.6 INTELLECTUAL PROPERTY AGREEMENT
Intellectual Property Agreement • August 28th, 2002 • Plains Exploration & Production Co L P • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
Contract
Second Supplemental Indenture • November 26th, 2007 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York
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