Exhibit 10.17

CONSENT AND FOURTH AMENDMENT TO

THE STOCKHOLDERS AGREEMENT

This CONSENT AND FOURTH AMENDMENT (this “Consent and Amendment”) TO THE STOCKHOLDERS AGREEMENT dated as of November 17, 2011, as amended by Amendment No. 1 thereto dated as of December 22, 2011, as amended by Amendment No. 2 thereto dated as of January 31, 2012, as amended by Section 2 of the Waiver Agreement dated August 16, 2012 (as so amended, the “Stockholders Agreement”), by and among Plains Offshore Operations Inc., a Delaware corporation (the “Company”), Freeport-McMoRan Oil & Gas LLC (formerly Plains Exploration & Production Company), a Delaware limited liability company (“FM O&G”), and PXP Resources LLC, a Delaware limited liability company (“PXP Resources”), and each investor named in Schedule A thereto (collectively, the “Investors”) is made and entered into as of January 15, 2014 by and among the Company, FM O&G, PXP Resources and the undersigned Investors in accordance with Section 3.06 of the Stockholders Agreement. All capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Stockholders Agreement.

WHEREAS, pursuant to the Notice of Intention to Issue Additional Equity dated November 15, 2013, the Investors have agreed to fund their Pro Rata Percentages of certain Cost Overruns through the purchase of shares of Preferred Stock together with non-detachable Warrants to be issued by the Company in accordance with Section 2.04 of the Stockholders Agreement on January 15, 2014 (the “Equity Funding”);

WHEREAS, the Company, FM O&G, PXP Resources and the undersigned Investors, whose consent or approval would constitute Majority Preferred Approval (as defined in the Stockholders Agreement), desire to amend the Stockholders Agreement to reflect the Equity Funding and to approve the amendment (the “COD Amendment”) to the Certificate of Designation of 8.0% Convertible Preferred Stock of the Company dated November 17, 2011, in the form attached as Exhibit A hereto, increasing the number of shares designated as “8.0% Convertible Preferred Stock”.

NOW, THEREFORE, in consideration of the foregoing recitals and the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

[Signature page follows.]

2

IN WITNESS WHEREOF, the parties hereto have entered into this Consent and Amendment as of the date first written above.

[Signature Page to Consent and Fourth Amendment to Stockholders Agreement]

[Signature Page to Consent and Fourth Amendment to Stockholders Agreement]

[Signature Page to Consent and Fourth Amendment to Stockholders Agreement]

Exhibit A

COD Amendment

[see attached]

[Exhibit A – COD Amendment]

Exhibit B

Schedule A to Stockholders Agreement

[Exhibit B - Schedule A to Stockholders Agreement]

[Exhibit B - Schedule A to Stockholders Agreement]