exv4w1






Exhibit 4.1




AMENDMENT NO. 7




     This Amendment No. 7 (“Amendment”) dated as of December 12, 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), and 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”).



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, Amendment
No. 5 and Agreement dated as of January 31, 2008, and Master Assignment, Agreement and Amendment
No. 6 dated as of June 2, 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. The Borrowers, the Administrative Agent and the Lenders wish to, subject to the terms and
conditions of this Amendment, (i) redetermine the amount of the Borrowing Base, and (ii) make
certain amendments to the Credit Agreement as provided herein.



     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 Amendment, 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 Amendment shall refer to this
Amendment as a whole and not to any particular Article, Section, subsection or provision of this
Amendment. Article, Section, subsection and Exhibit references herein are to such Articles,
Sections, subsections and Exhibits of this Amendment unless otherwise specified. All titles or
headings to Articles, Sections, subsections or other divisions of this Amendment 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.

BORROWING BASE




     Section 2.01 Redetermination of Borrowing Base. Subject to the terms of this
Amendment, 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.



ARTICLE III.

AMENDMENTS TO CREDIT AGREEMENT




     Section 3.01 Section 2.02. Section 2.02(b)(i) of the Credit Agreement is hereby
amended by adding the following sentence to the end thereof:




Notwithstanding the foregoing, the Borrowing Base redetermination scheduled to take
place in the spring of 2009 shall take place in February 2009, using an Independent
Engineering Report dated effective as of December 31, 2008, which the Borrower
Representative shall deliver to the Administrative Agent and each of the Lenders on
or before January 31, 2009.



     Section 3.02 Section 8.01. The first sentence of Section 8.01 of the Credit Agreement
is hereby deleted in its entirety and replaced with the following:




The Obligations of each Borrower are joint and several and absolute and
unconditional irrespective of the value, genuineness, validity, regularity or
enforceability of the Obligations of the other Borrower (collectively, the “Other
Borrower Obligations”), or any substitution, release or exchange of any other
guarantee of or security for any of the Other Borrower Obligations, and, to the
fullest extent permitted by applicable law, irrespective of any other circumstance
whatsoever which might otherwise constitute a legal or equitable discharge or
defense of a surety or guarantor. The Obligations of each Borrower shall be
absolute and unconditional under any and all circumstances, and the Borrowers shall
be jointly and severally liable for the Obligations.



ARTICLE IV.

REPRESENTATIONS AND WARRANTIES




     Section 4.01 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



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in all material respects on and as of the Effective Date, after giving effect to the terms of
this Amendment, 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 Amendment 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 Amendment
constitutes the legal, valid, and binding obligation of each of the Borrowers enforceable in
accordance with its 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 or approvals required
in connection with the execution, delivery, performance, validity and enforceability of this
Amendment; and (f) the Liens under the Security Instruments are valid and subsisting and secure
each of the Borrowers’ obligations under the Loan Documents.



     Section 4.02 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) no Default has occurred and is
continuing; (c) the execution, delivery and performance of this Amendment are within the corporate
power and authority of each of the Guarantors and have been duly authorized by appropriate
corporate action and proceedings; (d) this Amendment constitutes the legal, valid, and binding
obligation of each of the Guarantors enforceable in accordance with its 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 or approvals required in connection with the execution, delivery,
performance, validity and enforceability of this Amendment; (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 each Guarantor’s obligations under the Loan Documents.



ARTICLE V.

CONDITIONS




     This Amendment 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 5.01 Documentation. The Administrative Agent shall have received multiple
original counterparts, as requested by the Administrative Agent, of this Amendment, duly and
validly executed and delivered by duly authorized officers of the Borrowers, the Guarantors, the
Administrative Agent, the Issuing Lender and the Lenders.



     Section 5.02 Payment of Fees. The Borrowers shall have paid all costs and expenses
that have been invoiced and are payable pursuant to Section 10.04 of the Credit Agreement.



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     Section 5.03 No Default. No Default shall have occurred and be continuing.



     Section 5.04 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 VI.

MISCELLANEOUS




     Section 6.01 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 Amendment 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 Amendment 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 Amendment.




          (e) This Amendment 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 Amendment shall be a Default or Event of Default, as applicable, under the
Credit Agreement.




     Section 6.02 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 Amendment, and its execution and deliver of this



4









 







Amendment 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 6.03 Counterparts. This Amendment 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 Amendment may be executed by facsimile signature and all such signatures
shall be effective as originals.



     Section 6.04 Successors and Assigns. This Amendment 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 6.05 Invalidity. In the event that any one or more of the provisions
contained in this Amendment 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 Amendment.



     Section 6.06 Governing Law. This Amendment 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 6.07 Entire Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT AS AMENDED BY THIS
AMENDMENT, 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]




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     EXECUTED effective as of the date first above written.



	 	 	 	 	 
	 	MARINER ENERGY, INC.

 	 
	 	By:  	/s/ John H. Karnes
 	 
	 	 	John H. Karnes 	 
	 	 	Senior Vice President and Chief Financial
Officer 	 
	 
	 	MARINER ENERGY RESOURCES, INC.

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



Signature Page to Amendment No. 7

(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 G. Meiburger
 	 
	 	Name: 	Damien G. Meiburger 	 
	 	Title: 	Senior Vice President 	 




Signature Page to Amendment No. 7

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




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BNP PARIBAS, as a Lender, Joint Lead Arranger and

Syndication Agent

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




Signature Page to Amendment No. 7

(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. 7

(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. 7

(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. 7

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




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CAYLON NEW YORK BRANCH, as a Lender

 	 
	 	By:  	/s/ Page Dillehunt
 	 
	 	Name: 	Page Dillehunt 	 
	 	Title: 	Managing Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Michael D. Willis
 	 
	 	Name: 	Michael D. Willis 	 
	 	Title: 	Director 	 




Signature Page to Amendment No. 7

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




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CITICORP USA, INC., as a Lender

 	 
	 	By:  	/s/ James Reilly
 	 
	 	Name: 	James Reilly 	 
	 	Title: 	Vice President 	 
	 
	 	 	 
	 	By:  	
 	 
	 	Name: 	
 	 
	 	Title: 	
 	 




Signature Page to Amendment No. 7

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




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA, as a Lender

 	 
	 	By:  	/s/ James Forward
 	 
	 	Name: 	James Forward 	 
	 	Title: 	Managing Director 	 




Signature Page to Amendment No. 7

(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. 7

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




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	COMERICA BANK, as a Lender

 	 
	 	By:  	/s/ Matthew Turner
 	 
	 	Name: 	Matthew Turner 	 
	 	Title: 	Corporate Banking Officer 	 




Signature Page to Amendment No. 7

(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. 7

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





 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF SCOTLAND plc, as a Lender

 	 
	 	By:  	/s/ Karen Weich
 	 
	 	Name: 	Karen Weich                                	 
	 	Title: 	Vice President 	 




Signature Page to Amendment No. 7

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





 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CAPITAL ONE, N.A., as a Lender

 	 
	 	By:  	/s/ Paul Hein
 	 
	 	Name: 	Paul Hein                                  	 
	 	Title: 	Vice-President 	 




Signature Page to Amendment No. 7

(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/ Richard L. Hagemann
 	 
	 	Name: 	Richard L. Hagemann 	 
	 	Title: 	First Vice President 	 
	 
	 	 	 
	 	By:  	                                              /s/ Daria A. Pishio
 	 
	 	Name: 	Daria A. Pishio 	 
	 	Title: 	First Vice President 	 




Signature Page to Amendment No. 7

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




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL
 ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ Hank Biedrzycki
 	 
	 	Name: 	Hank Biedrzycki 	 
	 	Title: 	Director 	 




Signature Page to Amendment No. 7

(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. 7

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




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE FROST NATIONAL BANK, as a Lender

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



Signature Page to Amendment No. 7

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