Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On March 13, 2009, Plains Exploration & Production Company ("PXP") entered into an Amendment No. 4 to the Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A. as administrative agent and the lenders party thereto (the "Fourth Amendment"), which amends the senior revolving credit facility that closed on November 6, 2007 (the "Credit Facility"). The borrowing base has been reduced to $1.5 billion, as further immediately reduced to $1.4 billion in recognition of the issuance by PXP of $365 million of 10% Senior Notes due 2016, which closed on March 6, 2009. The borrowing base is subject to the existing scheduled and interim redetermination provisions in the Credit Facility. The first scheduled redetermination is on May 1, 2010. In addition, PXP has reduced aggregate commitments of the lenders under the Credit Facility to $1.4 billion. The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, which is filed as Exhibit 4.1 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibit

4.1 Amendment No. 4 to Amended and Restated Credit Agreement, dated as of March 13, 2009, among Plains Exploration & Production Company, as borrower, each of the lenders that is a signatory thereto, and JPMorgan Chase Bank, N.A., as administrative agent.

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