0001193125-11-081197 Sample Contracts

PLAINS EXPLORATION & PRODUCTION COMPANY UNDERWRITING AGREEMENT
Underwriting Agreement • March 29th, 2011 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York

Notes and the Guarantees are hereinafter collectively called the “Securities.” The Securities (i) will have terms and provisions which are summarized in the Prospectus Supplement (as 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 the Twelfth Supplemental Indenture thereto to be dated as of March 29, 2011 (the “Supplemental Indenture”), by and among the Company, the Guarantors and the Trustee (relating to the Notes). The Base Indenture, as supplemented and amended by the Supplemental Indenture, is referred to herein as the “Indenture.”

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PLAINS EXPLORATION & PRODUCTION COMPANY as the Company THE GUARANTOR PARTIES NAMED HEREIN as Guarantors and WELLS FARGO BANK, N.A. as Trustee TWELFTH SUPPLEMENTAL INDENTURE Dated as of March 29, 2011 To INDENTURE Dated as of March 13, 2007
Twelfth Supplemental Indenture • March 29th, 2011 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York

TWELFTH SUPPLEMENTAL INDENTURE, dated as of March 29, 2011 (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”).

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