exv4w1






Exhibit 4.1




Execution Version




MASTER ASSIGNMENT, AGREEMENT

AND AMENDMENT NO. 6




     This Master Assignment, Agreement and Amendment No. 6 (“Agreement”) dated as of June 2, 2008
(“Effective Date”) is among Mariner Energy, Inc., a Delaware corporation (the “Parent”), Mariner
Energy Resources, Inc., a Delaware corporation (“Mariner Energy Resources” and together with the
Parent, the “Borrowers”, each a “Borrower”), the Lenders (as defined in the Credit Agreement
described below), Union Bank of California, N.A., as administrative agent (in such capacity, the
“Administrative Agent”) and as issuing lender (in such capacity, the “Issuing Lender”), Union Bank
of California, N.A. as Joint Lead Arranger and Sole Book Runner, BNP Paribas as Joint Lead Arranger
and Syndication Agent, and BMO Capital Markets Financing, Inc., Guaranty Bank and JPMorgan Chase
Bank, N.A. as Co-Documentation Agents.



RECITALS




     A. The Borrowers, the Lenders, the Issuing Lender and the Administrative Agent are parties to
the Amended and Restated Credit Agreement dated as of March 2, 2006, as amended by Amendment No. 1
and Consent dated as of April 7, 2006, Amendment No. 2 dated as of October 13, 2006, Amendment No.
3 and Consent dated as of April 23, 2007, Amendment No. 4 dated as of August 24, 2007, and
Amendment No. 5 and Agreement dated as of January 31, 2008 (as so amended and as the same may be
further amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”).



     B. Each of Citicorp USA, Inc. (in its individual capacity as a Lender, “Citicorp”), Comerica
Bank (in its individual capacity as a Lender, “Comerica”), Bank of Scotland plc (in its individual
capacity as a Lender, “Bank of Scotland”), and DZ BANK AG Deutsche Zentral Genossenschaftsbank
Frankfurt am Main, New York Branch (in its individual capacity as a Lender, “DZ Bank”, and together
with Citicorp, Comerica and Bank of Scotland, the “Assignors”) wishes to assign certain percentages
of its rights and obligations under the Credit Agreement as a Lender to Union Bank of California,
N.A. (in its individual capacity as a Lender, “UBOC”), BNP Paribas (in its individual capacity as a
Lender, “Paribas”), BMO Capital Markets Financing, Inc. (in its individual capacity as a Lender,
“BMO”), Amegy Bank National Association (in its individual capacity as a Lender, “Amegy”, and
together with UBOC, Paribas and BMO, the “Assignees”) pursuant to the terms hereof.



     C. After the assignment and acceptance of the rights and obligations among the Assignors and
Assignee as set forth herein, the Borrower, the Lenders and the Administrative Agent wish to,
subject to the terms and conditions of this Agreement, (i) amend the Credit Agreement as provided
herein, and (ii) increase the Borrowing Base.



     THEREFORE, the Borrowers, the subsidiaries of the Borrowers signatory hereto (the
“Guarantors”), the Lenders, the Issuing Lender and the Administrative Agent hereby agree as
follows:



 









 





ARTICLE I.

DEFINITIONS




     Section 1.01 Terms Defined Above. As used in this Agreement, each of the terms
defined in the opening paragraph and the Recitals above shall have the meanings assigned to such
terms therein.



     Section 1.02 Terms Defined in the Credit Agreement. Each term defined in the Credit
Agreement and used herein without definition shall have the meaning assigned to such term in the
Credit Agreement, unless expressly provided to the contrary.



     Section 1.03 Other Definitional Provisions. The words “hereby”, “herein”,
“hereinafter”, “hereof”, “hereto” and “hereunder” when used in this Agreement shall refer to this
Agreement as a whole and not to any particular Article, Section, subsection or provision of this
Agreement. Article, Section, subsection and Exhibit references herein are to such Articles,
Sections, subsections and Exhibits of this Agreement unless otherwise specified. All titles or
headings to Articles, Sections, subsections or other divisions of this Agreement or the exhibits
hereto, if any, are only for the convenience of the parties and shall not be construed to have any
effect or meaning with respect to the other content of such Articles, Sections, subsections, other
divisions or exhibits, such other content being controlling as the agreement among the parties
hereto. Whenever the context requires, reference herein made to the single number shall be
understood to include the plural; and likewise, the plural shall be understood to include the
singular. Words denoting sex shall be construed to include the masculine, feminine and neuter,
when such construction is appropriate; and specific enumeration shall not exclude the general but
shall be construed as cumulative. Definitions of terms defined in the singular or plural shall be
equally applicable to the plural or singular, as the case may be, unless otherwise indicated.



ARTICLE II.

MASTER ASSIGNMENT




     Section 2.01 Assignment. Each Assignor, severally, hereby sells and assigns to the
Assignees, without recourse and without representation or warranty other than as expressly provided
herein, and each Assignee hereby purchases and assumes from the Assignors, (a) such percentage in
and to all of the Assignors’ respective rights and obligations under the Credit Agreement as a
Lender (including, without limitation, such percentage interest in the Advances owing to the
applicable Assignor and the applicable Assignor’s risk participation and funded participation in
Letter of Credit Obligations existing as of the date hereof (prior to the effectiveness of this
Agreement)) that would result in the Assignors and the Assignees having the respective Tranche A
Commitments set forth in Schedule II attached hereto, and (b) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other right of each
Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under
or in connection with the Credit Agreement, any other Loan Document or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims
at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a)
above. Such sale and assignment is without recourse to any Assignor and, except as expressly
provided in this Agreement, without representation or



2









 







warranty by any Assignor. After giving effect to the sale and assignment pursuant to this
Article II, each Lender’s respective Tranche A Commitment will be as set forth under its name on
Schedule II attached hereto.



     Section 2.02 Representations and Warranties. Each Assignor, severally, represents and
warrants that (a) it is the legal and beneficial owner of the interests that it is assigning under
Section 2.01 above, and (b) such interests are being assigned are free and clear of any lien,
encumbrance or other adverse claim. Each Assignor and each Assignee (i) represents and warrants
that (A) it has full power and authority, and has taken all action necessary, to execute and
deliver this Agreement and to consummate the transactions contemplated hereby, and (B) it has,
independently and without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it has deemed appropriate, made its own credit analysis and
decision to enter into the agreements set forth in this Article II and to sell or purchase, as
applicable, the assigned interests being assigned under Section 2.01, and (ii) assumes no
responsibility with respect to (A) any statements, warranties or representations made in or in
connection with the Credit Agreement or any other Loan Document other than the representations and
warranties of such Assignor set forth in this Section 2.02, (B) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral
thereunder, (C) the financial condition of any Borrower, its respective Subsidiaries or Affiliates
or any other Person obligated in respect of any Loan Document or (D) the performance or observance
by any Borrower, its respective Subsidiaries or Affiliates or any other Person of any of its
obligations under any Loan Document.



     Section 2.03 Payments. From and after the Effective Date, the Administrative Agent
shall make all payments in respect of each interest assigned (including payments of principal,
interest, fees and other amounts) to (a) the Assignors, with respect to any amounts accruing prior
to the Effective Date, and (b) the Assignees, with respect to any amounts accruing from and after
the Effective Date.



     Section 2.04 Breakage Costs. If, as a result of the assignments effected under this
Article II, any Lender incurs any losses (excluding loss of anticipated profits), out-of-pocket
costs or expenses as a result of any payment of Eurodollar Rate Advances prior to the last day of
the Interest Period applicable thereto (whether by the Borrowers or by reallocation of the
outstandings of the Eurodollar Rate Advances under the Credit Agreement to effect the assignments
provided herein) and such Lender makes a request for compensation, the Borrowers shall, within 10
days of any written demand sent by such Lender to the Borrowers through the Administrative Agent,
pay to the Administrative Agent for the account of such Lender any amounts required to compensate
such Lender for such losses, out-of-pocket costs or expenses incurred as a result of such payment,
including, without limitation, any loss (excluding loss of anticipated profits), cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any
Lender to fund or maintain such Advance.



ARTICLE III.

AMENDMENT TO CREDIT AGREEMENT




     Section 3.01 The Credit Agreement is hereby further amended by deleting Schedule II attached
thereto and replacing it with the Schedule II attached hereto.



3









 





ARTICLE IV.

AGREEMENTS




     Section 4.01 Borrowing Base. Notwithstanding anything the contrary contained in the
Credit Agreement, the parties hereto agree that, as of the Effective Date, the Borrowing Base shall
be equal to $850,000,000 and such Borrowing Base shall remain in effect at such amount until the
Borrowing Base is redetermined in accordance with the Credit Agreement.



     Section 4.02 Confirmation of Tranche A Commitments and Pro Rata Share of New Borrowing
Base. Each Lender and each New Lender hereby acknowledges and confirms that, as of the date
hereof and after giving effect to this Agreement (a) its respective Tranche A Commitment is as set
forth next to its name on Schedule II attached hereto, and (b) its respective Pro Rata Share of the
Borrowing Base is as set forth next to its name on Schedule I attached hereto.



     Section 4.03 Syndication Agent, Joint Lead Arrangers, Sole Book Runner and
Co-Documentation Agents. None of the Persons identified as a party to this Agreement as a
“Syndication Agent,” “Joint Lead Arranger,” “Sole Book Runner”, or “Co-Documentation Agent” shall
have any right, power, obligation, liability, responsibility or duty under this Agreement under
such titles. Without limiting the foregoing, none of the Persons so identified as a “Syndication
Agent,” “Joint Lead Arranger,” “Sole Book Runner”, or “Co-Documentation Agent” shall have or be
deemed to have any fiduciary relationship with any other party hereto. Each party hereto
acknowledges that it has not relied, and will not rely, on any of the parties so identified in
deciding to enter into this Agreement or in taking or not taking action hereunder.



ARTICLE V.

REPRESENTATIONS AND WARRANTIES




     Section 5.01 Borrowers Representations and Warranties. Each of the Borrowers
represents and warrants that: (a) its representations and warranties contained in Article IV of the
Credit Agreement and its representations and warranties contained in the Security Instruments, the
Guaranties, and each of the other Loan Documents to which it is a party are true and correct in all
material respects on and as of the Effective Date, after giving effect to the terms of this
Agreement, as though made on and as of such date, except those representations and warranties that
speak of a certain date, which representations and warranties remain true and correct as of such
certain date; (b) no Default has occurred and is continuing; (c) the execution, delivery and
performance of this Agreement and the other documents, instruments, certificates and agreements
(“Other Documents”) required to be delivered by this Agreement and to which each of the Borrowers
is a party are within the corporate power and authority of each of the Borrowers and have been duly
authorized by appropriate corporate action and proceedings; (d) this Agreement and the Other
Documents to which each of the Borrowers is a party constitute legal, valid, and binding
obligations of such Borrower enforceable in accordance with their respective terms, except as
limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting
the rights of creditors generally and general principles of equity; (e) there are no governmental
or other third party consents, licenses and approvals required in connection with the execution,
delivery, performance, validity and enforceability of this Agreement or any



4









 







of the Other Documents; and (f) the Liens under the Security Instruments are valid and
subsisting and secure each of the Borrowers’ obligations under the Loan Documents.



     Section 5.02 Guarantors Representations and Warranties. Each Guarantor represents and
warrants that: (a) its representations and warranties contained in Article IV of the Credit
Agreement and its representations and warranties contained in the Security Instruments, the
Guaranties, and each of the other Loan Documents to which it is a party are true and correct in all
material respects on and as of the Effective Date, as though made on and as of such date, except
those representations and warranties that speak of a certain date, which representations and
warranties remain true and correct as of such certain date; (b) after giving effect to the terms of
this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and
performance of this Agreement and the Other Documents to which such Guarantor is a party are within
the corporate power and authority of such Guarantor and have been duly authorized by appropriate
corporate action and proceedings; (d) this Agreement and the Other Documents to which such
Guarantor is a party constitute legal, valid, and binding obligations of such Guarantor enforceable
in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the rights of creditors generally and general
principles of equity; (e) there are no governmental or other third party consents, licenses and
approvals required in connection with the execution, delivery, performance, validity and
enforceability of this Agreement or any of the Other Documents; (f) it has no defenses to the
enforcement of its Guaranty; and (g) the Liens under the Security Instruments are valid and
subsisting and secure such Guarantor’s obligations under the Loan Documents.



ARTICLE VI.

CONDITIONS




     This Agreement shall become effective and enforceable against the parties hereto, and the
Credit Agreement shall be amended as provided herein, upon the occurrence of the following
conditions precedent:



     Section 6.01 Documentation. The Administrative Agent shall have received the
following, duly executed by all the parties thereto, in form and substance reasonably satisfactory
to the Administrative Agent:



          (a) this Agreement;




          (b) new Tranche A Notes for Lenders that have requested them and are increasing or decreasing
their respective Tranche A Commitments pursuant hereto; and




          (c) such other documents, governmental certificates, agreements and lien searches as the
Administrative Agent or any Lender may reasonably request.




     Section 6.02 Payment of Fees. The Borrowers shall have paid (a) to the Administrative
Agent for the account of the Lenders a borrowing base increase fee in the amount of $250,000 and
(b) all costs and expenses that have been invoiced and are payable pursuant to Section 10.04 of the
Credit Agreement.



5









 





     Section 6.03 No Default. No Default shall have occurred and be continuing.



     Section 6.04 Representations and Warranties. The representations and warranties
contained in Article IV of the Credit Agreement and in each other Loan Document shall be true and
correct in all material respects other than such representations and warranties that speak of a
certain earlier date, which representations and warranties shall be true and correct as of such
earlier date.



ARTICLE VII.

MISCELLANEOUS




     Section 7.01 Effect on Loan Documents; Acknowledgments.



          (a) Each of the Borrowers acknowledges that on the date hereof all Obligations are payable
without defense, offset, counterclaim or recoupment.




          (b) The Administrative Agent, the Issuing Lender and the Lenders hereby expressly reserve all
of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall
constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan
Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents
other than as expressly set forth above, (iii) any rights or remedies of the Administrative Agent,
the Issuing Lender or any Lender with respect to the Loan Documents, or (iv) the rights of the
Administrative Agent, any Issuing Lender or any Lender to collect the full amounts owing to them
under the Loan Documents.




          (c) Each of the Borrowers, the Guarantors, the Administrative Agent, the Issuing Lender and
the Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and
acknowledges and agrees that the Credit Agreement, as amended hereby, and all other Loan Documents
are and remain in full force and effect, and each of the Borrowers and the Guarantors acknowledges
and agrees that its liabilities under the Credit Agreement and the other Loan Documents are not
impaired in any respect by this Agreement or the consents granted hereunder.




          (d) From and after the Effective Date, all references to the Credit Agreement and the Loan
Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement.




          (e) This Agreement is a Loan Document for the purposes of the provisions of the other Loan
Documents. Without limiting the foregoing, any breach of representations, warranties, and
covenants under this Agreement shall be a Default or Event of Default, as applicable, under the
Credit Agreement.




     Section 7.02 Reaffirmation of the Guaranty. Each Guarantor hereby ratifies, confirms,
acknowledges and agrees that its obligations under its Guaranty are in full force and effect and
that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual
payment, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the
Guaranteed Obligations (as defined in its Guaranty), as such Guaranteed Obligations may have been
amended by this Agreement, and its execution and deliver of this



6









 







Agreement does not indicate or establish an approval or consent requirement by such Guarantor
under its Guaranty in connection with the execution and delivery of amendments to the Credit
Agreement, the Notes or any of the other Loan Documents.



     Section 7.03 Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original and all of which, taken together, constitute a
single instrument. This Agreement may be executed by facsimile signature and all such signatures
shall be effective as originals.



     Section 7.04 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the Lenders, the Borrowers and the Administrative Agent hereto and their
respective successors and assigns permitted pursuant to the Credit Agreement.



     Section 7.05 Invalidity. In the event that any one or more of the provisions
contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any other provision of
this Agreement.



     Section 7.06 Governing Law. This Agreement shall be deemed to be a contract made
under and shall be governed by and construed in accordance with the laws of the State of Texas.



     Section 7.07 Entire Agreement. THIS AGREEMENT, THE CREDIT AGREEMENT AS AMENDED BY THIS
AGREEMENT, THE NOTES, AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE
PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS,
WRITTEN OR ORAL, WITH RESPECT THERETO.



THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.




[SIGNATURES BEGIN ON NEXT PAGE]




7









 





     EXECUTED effective as of the date first above written.



	 	 	 	 	 
	 	MARINER ENERGY, INC.

 	 
	 	By:  	/s/ John H. Karnes
 	 
	 	 	John H. Karnes 	 
	 	 	Senior Vice President, Chief Financial
Officer
and Treasurer 	 
	 



	 	 	 	 	 
	 	MARINER ENERGY RESOURCES, INC.

 	 
	 	By:  	/s/ John H. Karnes
 	 
	 	 	John H. Karnes 	 
	 	 	Senior Vice President, Chief Financial
Officer
and Treasurer 	 
	 



	 	 	 	 	 
	 	MARINER LP LLC, a Delaware

limited liability company

 	 
	 	By:  	Mariner Energy, Inc., its sole member
 	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                              /s/ John H. Karnes
 	 
	 	 	John H. Karnes 	 
	 	 	Senior Vice President, Chief Financial
Officer
and Treasurer 	 
	 



	 	 	 	 	 
	 	MC BELTWAY 8 LLC, a Delaware limited liability

company

 	 
	 	By:  	Mariner Energy, Inc. as its manager
 	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                              /s/ John H. Karnes
 	 
	 	 	John H. Karnes 	 
	 	 	Senior Vice President, Chief Financial
Officer
and Treasurer 	 
	 



	 	 	 	 	 
	 	MARINER GULF OF MEXICO LLC, a Delaware

limited liability company

 	 
	 	By:  	Mariner Energy, Inc., its sole member
 	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                              /s/ John H. Karnes
 	 
	 	 	John H. Karnes 	 
	 	 	Senior Vice President, Chief Financial
 Officer
and Treasurer 	 
	 



Signature Page to Amendment No. 6 and Agreement

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)





 









 








	 	 	 	 	 
	 	UNION BANK OF CALIFORNIA, N.A.,

as Administrative Agent, Issuing Lender, Lender,

Joint Lead Arranger and Sole Book Runner

 	 
	 	By:  	/s/ Damien Meiburger
 	 
	 	 	Name:  	Damien Meiburger 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature Page to Amendment No. 6 and Agreement

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)






 









 








	 	 	 	 	 
	 	BNP PARIBAS, as a Lender, Joint Lead Arranger and

Syndication Agent

 	 
	 	By:  	/s/ Douglas R. Liftman
 	 
	 	 	Name:  	Douglas R. Liftman                         	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	By:  	                                              /s/ Betsy Jocher
 	 
	 	 	Name:  	Betsy Jocher                               	 
	 	 	Title:  	Director 	 
	 



Signature Page to Amendment No. 6 and Agreement

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)





 









 








	 	 	 	 	 
	 	BMO CAPITAL MARKETS FINANCING,
INC.,
 as a Lender and
as a Co-Documentation Agent

 	 
	 	By:  	/s/ James V. Ducote
 	 
	 	 	Name:  	James V. Ducote                            	 
	 	 	Title:  	Director 	 
	 



Signature Page to Amendment No. 6 and Agreement

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)






 









 








	 	 	 	 	 
	 	GUARANTY BANK, as a Lender and as 
a Co-Documentation
Agent

 	 
	 	By:  	/s/ W. David McCarver IV
 	 
	 	 	Name:  	W. David McCarver IV 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 6 and Agreement

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)





 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A. , as a Lender and as a

Co-Documentation Agent

 	 
	 	By:  	/s/ Jo Linda Papadakis
 	 
	 	 	Name:  	Jo Linda Papadakis 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 6 and Agreement

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)






 









 








	 	 	 	 	 
	 	CAYLON NEW YORK BRANCH, as a Lender

 	 
	 	By:  	/s/ Sharada Manne
 	 
	 	 	Name:  	Sharada Manne                    	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	By:  	                                              /s/ Mark Roche
 	 
	 	 	Name:  	Mark Roche 	 
	 	 	Title:  	Managing Director 	 
	 



Signature Page to Amendment No. 6 and Agreement

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)




 









 








	 	 	 	 	 
	 	CITICORP USA, INC., as a Lender

 	 
	 	By:  	/s/ David E. Hunt
 	 
	 	 	Name:  	David E. Hunt                              	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 6 and Agreement

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)





 











 





	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA, as a New Lender

 	 
	 	By:  	/s/ David Mills
 	 
	 	 	Name:  	David Mills 	 
	 	 	Title:  	Director 	 
	 



Signature Page to Amendment No. 6 and Agreement

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)




 









 








	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ Terence D’Souza
 	 
	 	 	Name:  	Terence D’Souza 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 6 and Agreement

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)




 









 








	 	 	 	 	 
	 	COMERICA BANK, as a Lender

 	 
	 	By:  	/s/ Greg Smith
 	 
	 	 	Name:  	Greg Smith                                 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 6 and Agreement

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)




 









 








	 	 	 	 	 
	 	NATIXIS, as a Lender

 	 
	 	By:  	/s/ Donovan C. Broussard
 	 
	 	 	Name:  	Donovan C. Broussard                      	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Liana Tchernysheva
 	 
	 	 	Name:  	Liana Tchernysheva                         	 
	 	 	Title:  	Director 	 
	 



Signature Page to Amendment No. 6 and Agreement

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)




 









 








	 	 	 	 	 
	 	BANK OF SCOTLAND plc, as a Lender

 	 
	 	By:  	/s/ Julia R. Franklin
 	 
	 	 	Name:  	Julia R. Franklin                          	 
	 	 	Title:  	Assistant Vice President 	 
	 



Signature Page to Amendment No. 6 and Agreement

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)




 









 








	 	 	 	 	 
	 	CAPITAL ONE, N.A., as a Lender

 	 
	 	By:  	/s/ Paul D. Hein
 	 
	 	 	Name:  	Paul D. Hein                               	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 6 and Agreement

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)




 









 








	 	 	 	 	 
	 	DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK

FRANKFURT AM MAIN, NEW YORK BRANCH, as a Lender

 	 
	 	By:  	/s/ Scott B. Lamoreaux
 	 
	 	 	Name:  	Scott B. Lamoreaux                         	 
	 	 	Title:  	First Vice President 	 
	 
	 	 	 
	 	By:  	                                              /s/ Paul J. Bowles
 	 
	 	 	Name:  	Paul J. Bowles                             	 
	 	 	Title:  	Assistant Treasurer 	 
	 



Signature Page to Amendment No. 6 and Agreement

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)




 









 








	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as a New Lender

 	 
	 	By:  	/s/ Henry R. Biedrzycki
 	 
	 	 	Name:  	Henry R. Biedrzycki                        	 
	 	 	Title:  	Director 	 
	 



Signature Page to Amendment No. 6 and Agreement

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)




 









 








	 	 	 	 	 
	 	AMEGY BANK NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ Kenneth R. Batson, III
 	 
	 	 	Name:  	Kenneth R. Batson, III                     	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 6 and Agreement

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)




 









 








	 	 	 	 	 
	 	THE FROST NATIONAL BANK, as a New Lender

 	 
	 	By:  	/s/ Thomas H. Dungan
 	 
	 	 	Name:  	Thomas H. Dungan                           	 
	 	 	Title:  	Sr. Vice President 	 
	 



Signature Page to Amendment No. 6 and Agreement

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)





 









 








SCHEDULE I




Pro Rata Share of Borrowing Base




	 	 	 	 	 
	 	 	Pro Rata Share of	 
	Lenders/New Lenders:	 	Borrowing Base:	 
	Union Bank of California, N.A.
	 	$	76,166,667	 
	BNP Paribas
	 	$	76,166,667	 
	BMO Capital Markets Financing, Inc.
	 	$	73,500,000	 
	Guaranty Bank
	 	$	68,000,000	 
	JP Morgan Chase Bank, N.A.
	 	$	68,000,000	 
	Calyon New York Branch
	 	$	51,000,000	 
	Citicorp USA, Inc.
	 	$	45,000,000	 
	The Bank of Nova Scotia
	 	$	51,000,000	 
	Wells Fargo Bank, National Association
	 	$	51,000,000	 
	Comerica Bank
	 	$	40,000,000	 
	Natixis
	 	$	45,333,333	 
	Bank of Scotland plc
	 	$	32,500,000	 
	Capital One, N.A.
	 	$	36,833,333	 
	DZ BANK AG
Deutsche Zentral

Genossenschaftsbank Frankfurt am Main, New
York Branch

	 	$	32,500,000	 
	
Wachovia Bank, National Association
	 	$	36,833,333	 
	Amegy Bank National Association
	 	$	35,000,000	 
	The Frost National Bank
	 	$	31,166,667	 
	 
	 	 	 
	Total:
	 	$	850,000,000.00	 
	 
	 	 	 






Schedule I

Page 1 of 1





 









 








SCHEDULE II

BORROWERS, ADMINISTRATIVE AGENT, AND LENDER INFORMATION



Borrowers: Mariner Energy, Inc. and Mariner Energy Resources, Inc.




c/o Mariner Energy, Inc.

One BriarLake Plaza, Suite 2000

2000 West Sam Houston Parkway South

Houston, Texas 77042

Facsimile Number: 713-954-5555

Attention: John Karnes



Administrative Agent/Issuing Lender: Union Bank of California, N.A.




445 South Figueroa Street, 15th Floor

Los Angeles, California 90071

Facsimile Number: 213-236-6823

Attention: Don Smith




With a copy to:

4200 Lincoln Plaza

500 N. Akard

Dallas, Texas 75201

Facsimile Number: 214-922-4209

Attention: Damien Meiburger




	 	 	 	 	 
	Lender	 	Tranche A Commitment	 
	Union Bank of California, N.A.
	 	$	89,607,843.53	 
	BNP Paribas
	 	$	89,607,843.53	 
	BMO Capital Markets Financing, Inc.
	 	$	86,470,588.24	 
	Guaranty Bank
	 	$	80,000,000.00	 
	JP Morgan Chase Bank, N.A.
	 	$	80,000,000.00	 
	Calyon New York Branch
	 	$	60,000,000.00	 
	Citicorp USA, Inc.
	 	$	52,941,176.47	 
	The Bank of Nova Scotia
	 	$	60,000,000.00	 
	Wells Fargo Bank, National Association
	 	$	60,000,000.00	 
	Comerica Bank
	 	$	47,058,823.53	 
	Natixis
	 	$	53,333,333.33	 
	Bank of Scotland plc
	 	$	38,235,294.12	 
	Capital One, N.A.
	 	$	43,333,333.33	 
	DZ BANK AG Deutsche Zentral Genossenschaftsbank
Frankfurt am Main, New York Branch
	 	$	38,235,294.12	 
	Wachovia Bank, National Association
	 	$	43,333,333.33	 
	Amegy Bank National Association
	 	$	41,176,470.59	 
	The Frost National Bank
	 	$	36,666,666.67	 
	 
	 	 	 
	Total:
	 	$	1,000,000,000.00	 
	 
	 	 	 






Schedule II

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