SIXTH SUPPLEMENTAL INDENTURE
Exhibit 4.7
SIXTH SUPPLEMENTAL INDENTURE
This Sixth Supplemental Indenture, dated as of February 13, 2008 (this “Supplemental Indenture”), among Pogo Partners, Inc., a Texas corporation (“Pogo Partners”), Pogo Producing (San ▇▇▇▇) Company, a Texas corporation (“Pogo San ▇▇▇▇”, and together with Pogo Partners, the “New Subsidiary Guarantors”), Plains Exploration & Production Company, a Delaware corporation (together with its successors and assigns, the “Company”), the existing subsidiary guarantors party hereto (the “Guarantors”), and ▇▇▇▇▇ Fargo Bank, N.A., a nationally chartered association, as Trustee (the “Trustee”) under the Indenture referred to below.
WHEREAS, the Company, the Guarantors and the Trustee have heretofore executed and delivered an Indenture (as amended, supplemented, waived or otherwise modified through the date hereof, the “Indenture”), dated as of March 13, 2007, as supplemented by a First Supplemental Indenture, dated as of March 13, 2007, providing for the issuance of 7% Senior Notes due 2017 of the Company (the “7% Notes”), by a Second Supplemental Indenture, dated as of June 5, 2007, providing for the addition of certain subsidiary guarantors, by a Third Supplemental Indenture, dated as of June 19, 2007, providing for the issuance of 7 3/4% Senior Notes due 2015 (the “7 3/4% Notes” and, together with the 7% Notes, the “Notes”), by a Fourth Supplemental Indenture, dated as of November 14, 2007, providing for the addition of an additional subsidiary guarantor, and by a Fifth Supplemental Indenture, dated as of January 29, 2008, providing for the addition of certain subsidiary guarantors;
WHEREAS, Section 10.17 of the Indenture provides that if any Domestic Restricted Subsidiary that is not a Guarantor is or becomes obligated under any Indebtedness pursuant to a Guarantee of Indebtedness of the Company or any Guarantor (other than the Notes), and the maximum principal amount of Indebtedness of such Domestic Restricted Subsidiary under such Guarantee exceeds $10.0 million, the Company shall cause that Domestic Restricted Subsidiary to Guarantee the Notes and become a Guarantor, pursuant to the Subsidiary Guarantee provisions of the Indenture, by executing a supplemental indenture and delivering it to the Trustee within 30 days after the date on which such Domestic Restricted Subsidiary Guaranteed such Indebtedness of the Company or a Guarantor; provided, however, that the Company shall not be required to cause such Domestic Restricted Subsidiary to so Guarantee the Notes and become a Guarantor prior to the 180th day after the consummation of any transaction (including without limitation any merger, consolidation or purchase) pursuant to which such Domestic Restricted Subsidiary becomes a Subsidiary of the Company; and
WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee, the Guarantors and the Company are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any holder of the Notes.
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ARTICLE I
SECTION 1.1 Defined Terms. As used in this Supplemental Indenture, capitalized terms used, but not otherwise defined herein are used herein as defined in the Indenture. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
ARTICLE II
SECTION 2.1 Agreement to be Bound. Each of the New Subsidiary Guarantors hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. Each New Subsidiary Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.
ARTICLE III
SECTION 3.1 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.
SECTION 3.2 Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
SECTION 3.3 Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.
SECTION 3.4 Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and
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effect. This Supplemental Indenture shall form a part of the Indenture for all purposes with respect to the Notes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture.
SECTION 3.5 Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.
SECTION 3.6 Headings. The headings of the Articles and the sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
[SIGNATURE PAGE FOLLOWS]
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| THE COMPANY: | ||
| PLAINS EXPLORATION & PRODUCTION COMPANY | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Executive Vice President & Chief Financial Officer | |
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| THE GUARANTORS: | ||||
| ▇▇▇▇▇▇▇▇ INC. ▇▇▇▇▇ PXP PROPERTIES, LLC LARAMIE LAND & CATTLE COMPANY, LLC | ||||
| By: | PXP Piceance LLC, its sole member | |||
| By: | Plains Resources Inc., its sole member | |||
| LATIGO GAS GROUP, LLC LATIGO GAS HOLDINGS, LLC LATIGO HOLDINGS (TEXAS), LLC LATIGO INVESTMENTS, LLC LATIGO GAS SERVICES, LP | ||||
| By: | Latigo Gas Group, LLC, its general partner | |||
| LATIGO PETROLEUM, INC. LATIGO PETROLEUM TEXAS, LP | ||||
| By: | Latigo Investments, LLC, its general partner | |||
| NUEVO GHANA INC. NUEVO INTERNATIONAL INC. NUEVO OFFSHORE COMPANY NUEVO RESOURCES INC. PACIFIC INTERSTATE OFFSHORE COMPANY PLAINS ACQUISITION CORPORATION PLAINS LOUISIANA INC. PLAINS RESOURCES INC. PLAINS RESOURCES INTERNATIONAL INC. POGO ENERGY, INC. POGO PANHANDLE 2004, L.P. | ||||
| By: | Pogo Energy, Inc., its general partner | |||
| POGO PRODUCING (TEXAS PANHANDLE) COMPANY POGO PRODUCING COMPANY LLC PXP BRUSH CREEK LLC | ||||
| By: | Plains Resources Inc., its sole member | |||
| PXP CV PIPELINE LLC | ||||
| By: | Plains Resources Inc., its sole member | |||
| PXP EAST PLATEAU LLC | ||||
| By: | Plains Resources Inc., its sole member | |||
| PXP GULF COAST INC. PXP HELL’S GULCH LLC | ||||
| By: | Plains Resources Inc., its sole member | |||
| PXP LOUISIANA L.L.C. | ||||
| By: | Plains Louisiana Inc., its sole member | |||
| PXP PERMIAN INC. PXP PICEANCE LLC | ||||
| By: | Plains Resources Inc., its sole member | |||
| PXP TEXAS INC. | ||||
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| PXP TEXAS LIMITED PARTNERSHIP | ||||
| By: | PXP Texas Inc., its general partner | |||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
| Title: | Vice President & Treasurer | |||
| PXP AIRCRAFT LLC PXP DEEPWATER L.L.C. | ||||
| By: | Plains Exploration & Production Company, its sole member | |||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
| Title: | Executive Vice President & Chief Financial Officer | |||
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| THE NEW SUBSIDIARY GUARANTORS: | ||
| POGO PARTNERS, INC. POGO PRODUCING (SAN ▇▇▇▇) COMPANY | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Vice President & Treasurer | |
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| THE TRUSTEE: | ||
| ▇▇▇▇▇ FARGO BANK, N.A. | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Vice President | |
Sixth Supplemental Indenture Signature Page