First Supplemental Indenture
EXHIBIT
4.3
FIRST
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”)
dated as of November 6, 2007 between PXP Acquisition LLC, a Delaware limited
liability company (the “Company”), and the successor
in interest by merger to Pogo Producing Company, a Delaware corporation
(“Pogo”), and The Bank of New York Trust Company,
N.A., as trustee under the indenture referred to below (the
“Trustee”).
W
I T N E
S S E T H :
WHEREAS,
Pogo has heretofore executed
and delivered to the Trustee an indenture (as amended, supplemented or otherwise
modified, the “Indenture”) dated as of September 23,
2005 providing for the issuance of 6.875% Senior Subordinated Notes due 2017
(the “Notes”);
WHEREAS,
Pogo, the Company, and Plains Exploration and Production Company entered into
an
Agreement and Plan of Merger dated as of July 17, 2007 pursuant to which Pogo
would be merged with and into the Company (the
“Merger”);
WHEREAS,
the Merger has taken place and upon consummation of the Merger the Company
was
the surviving corporation and became the successor to Pogo;
WHEREAS,
Section 5.1 of the Indenture provides that Pogo shall not merge with or into
any
person unless the Successor Company (as defined in the Indenture) is a
corporation, partnership, trust or limited liability company organized or
existing under the laws of the United States of America, any State of the United
States or the District of Columbia and the Successor Company (if not Pogo)
expressly assumes, by supplemental indenture, executed and delivered to the
Trustee, in form satisfactory to the Trustee, all of the obligations of Pogo
under the Notes and the Indenture and will expressly assume all of the
obligations of Pogo under any Registration Rights Agreement then in effect;
and
WHEREAS,
pursuant to Section 9.1(2) of the Indenture, the Trustee and the Company are
authorized to execute and deliver this Supplemental Indenture.
NOW
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company and
the
Trustee mutually covenant and agree for the equal and ratable benefit of the
holders of the Notes as follows:
1. Defined
Terms. As used in this Supplemental Indenture, terms defined in
the Indenture or in the preamble or recital hereto are used herein as therein
defined. 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.
2. Agreement
to Assume Notes. The Company hereby assumes, and is obligated
for, all obligations of Pogo under the Indenture, the Notes and any Registration
Rights Agreement in effect and agrees to be bound by and comply with each of
the
covenants and agreements contained therein.
3. Ratification
of Indenture; Supplemental Indenture Part of Indenture. Except as
expressly amended hereby, the Indenture is in all respects ratified and
confirmed by the Company and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture
shall form a part of the Indenture for all purposes, and every holder of Notes
heretofore or hereafter authenticated and delivered shall be bound
hereby.
4. Governing
Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
5. The
Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in any respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals and statements
contained herein, all of which recitals and statements are made solely by the
Company. This Supplemental Indenture is executed and accepted by the
Trustee subject to all the terms set forth in the Indenture with the same force
and effect as if those terms were repeated at length herein and made applicable
to the Trustee with respect hereto.
6. Counterparts. The
parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
7. Effect
of Headings. The section headings herein are for convenience only
and shall not effect the construction thereof.
2
IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to
be duly executed as of the date first above written.
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PXP
ACQUISITION LLC
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By:
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/s/
XXXXXXX X. XXXXXXX
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Name:
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Xxxxxxx
X. Xxxxxxx
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Title:
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Vice
President and Treasurer
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THE
BANK OF NEW YORK TRUST COMPANY, N.A.,
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AS
TRUSTEE
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By:
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/s/
XXXXXXXX XXXXXXX
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Name:
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Xxxxxxxx
Xxxxxxx
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Title:
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Assistant
Vice President
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