exv4w1






Exhibit 4.1




     Execution Version



AMENDMENT NO. 11




     This Amendment No. 11 (“Agreement”) dated as of April 8, 2010 (“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, N.A. (f/k/a 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, Master Assignment, Agreement and Amendment No. 6
dated as of June 2, 2008, Amendment No. 7 dated as of December 12, 2008, Amendment No. 8 and
Consent dated as of March 24, 2009, Amendment No. 9 dated as of June 15, 2009 and Amendment No. 10
dated as of August 25, 2009 (as so amended and as the same may be further amended, restated,
supplemented or otherwise modified from time to time, 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.



     B. The Borrowers, the Administrative Agent and the Lenders wish to, subject to the terms and
conditions of this Agreement, (i) redetermine the amount of the Borrowing Base and (ii) amend 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 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 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.

BORROWING BASE




     Section 2.01 Redetermination of Borrowing Base. Subject to the terms of this
Agreement, the parties hereto agree that, as of the Effective Date, the Borrowing Base shall be
equal to $950,000,000 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.

AMENDMENT




     Section 3.01 Section 1.01 is hereby amended as follows:



          (a) The following new defined term “2010 Bond Issuance” is added in alphabetical
order:





     “2010 Bond Issuance” means the issuance by the Parent of up to
$400,000,000 of Debt, which Debt (a) shall have (i) a non-default interest rate that
is no higher than 13% per annum (plus a default rate not to exceed 3%), (ii) a
scheduled maturity date that is no earlier than March 2, 2015, (iii) covenants and
restrictions that are no more restrictive in any material respect than those set
forth in this Agreement, the other Loan Documents and the documents evidencing the
Bond Issuances which closed in 2006 and 2007 and the 2009 Bond Issuance, (iv) no
restriction on the ability of the Parent or any of its Subsidiaries to amend, modify
or otherwise supplement this Agreement or the other Loan Documents, (v) no Lien
securing such Debt, (vi) no restriction on the ability of the Parent or any of its
Subsidiaries to guarantee the Obligations or pledge assets as collateral security
for the Obligations, and (vii) a bullet repayment and not provide for scheduled
amortization or mandatory prepayments (other than amortization resulting from any
mandatory prepayments required in respect of such Debt in connection with the
occurrence of an event of default under such Debt, a change in control of the
issuer, including a disposition of all or substantially all of the assets of the
Parent and its Subsidiaries, a liquidation or dissolution of Parent, or any event
constituting a Change in Control (as defined herein) or an asset sale by the issuer
or a Subsidiary thereof), (b) shall be issued in its entirety on or before December
31, 2010, (c) shall not otherwise cause the occurrence of a Default or Event of
Default after giving effect to the issuance of such Debt, (d) shall not require any
payments of cash upon any conversion of such Debt (if such Debt is convertible), and
(e) may be guaranteed by the Subsidiaries of the Parent, provided that no Lien
secures such guarantees and such Subsidiaries are Obligors.



          (b) The defined term “Debt Issuances” is deleted in its entirety and replaced with
the following:





     “Debt Issuances” means the Bond Issuances which closed in 2006 and
2007, the 2009 Bond Issuance and the 2010 Bond Issuance.



          (c) The defined term “Proven Reserves” is deleted in its entirety and replaced with
the following:





     “Proven Reserves” means, at any particular time, the estimated quantities of
Hydrocarbons which geological and engineering data demonstrate with reasonable certainty to
be recoverable in future years from known reservoirs attributable to Oil and Gas Properties



2









 







included or to be included in the Borrowing Base under economic and operating
conditions specified in the latest Engineering Report to the Administrative Agent.



     Section 3.02 Subsections 2.02(b)(i) and 2.02(b)(ii) are hereby deleted in their
entirety and replaced with the following:




     (i) The Borrower Representative shall deliver to the Administrative Agent and
each of the Lenders on or before each January 31st an Independent
Engineering Report dated effective as of the immediately preceding December
31st, and such other information as may be reasonably requested by any
Lender with respect to the Oil and Gas Properties included or to be included in the
Borrowing Base. The Administrative Agent shall promptly, and in any event within 30
days after the Administrative Agent and the Lenders’ receipt of such Independent
Engineering Report and other information, deliver to each Lender the Administrative
Agent’s recommendation for the redetermined Borrowing Base. The Administrative
Agent and the Lenders shall promptly, and in any event within 15 days after the
Lenders’ receipt of the Administrative Agent’s recommendation, redetermine the
Borrowing Base in accordance with Section 2.02(d), and the Administrative Agent
shall promptly notify the Borrower Representative in writing of the amount of the
Borrowing Base as so redetermined.




     (ii) The Borrower Representative shall deliver to the Administrative Agent and
each Lender on or before each July 31st an Internal Engineering Report
dated effective as of the immediately preceding July 1st, and such other
information as may be reasonably requested by the Administrative Agent or any Lender
with respect to the Oil and Gas Properties included or to be included in the
Borrowing Base. The Administrative Agent shall promptly, and in any event within 30
days after the Administrative Agent and the Lenders’ receipt of such Internal
Engineering Report and other information, deliver to each Lender the Administrative
Agent’s recommendation for the redetermined Borrowing Base. The Administrative
Agent and the Lenders shall promptly, and in any event within 15 days after the
Lenders’ receipt of the Administrative Agent’s recommendation, redetermine the
Borrowing Base in accordance with Section 2.02(d), and the Administrative Agent
shall promptly notify the Borrower Representative in writing of the amount of the
Borrowing Base as so redetermined.



     Section 3.03 The first and second sentence of Subsection 2.02(c) of the Credit
Agreement are hereby deleted in their entirety and replaced with the following:




     In addition to the Borrowing Base redeterminations provided for in Section
2.02(b) and 2.02(e), (i) the Administrative Agent and the Lenders in their sole
discretion may, or at the request of the Borrower Representative shall, based on
such information as the Administrative Agent and the Lenders deem relevant (but in
accordance with Section 2.02(d)), make one additional redetermination of the
Borrowing Base during any period between scheduled redeterminations; (ii) the
Lenders may request an additional redetermination in connection with any sale or
proposed sale or disposition of Oil and Gas Properties of any Obligor or any
Subsidiary of an Obligor having a market value which, when taken together with the
market value of all other sales or other dispositions of Oil and Gas Properties of
any Obligor or any Subsidiary of an Obligor occurring since the date of the most
recent redetermination, equals or exceeds 5% of the Borrowing Base then in effect;
provided that, such request shall not constitute nor be construed as a consent to
any sale or proposed sale that would not be permitted under the terms of this
Agreement; (iii) the Lenders may request an additional redetermination if the net
aggregate amount of gas imbalances with respect to the Oil and Gas Properties of the



3









 







Parent and its Subsidiaries exceeds $50,000,000 at any time; provided that,
such request shall not constitute nor be construed as a consent to or a waiver of
any Default or Event of Default occurring as a result of any such gas imbalance; and
(iv) the Lenders may request an additional redetermination at any time any Hedge
Contract is novated, assigned, terminated or unwound prior to the end of its
original, nominal term if, as of the effective date of such novation, assignment,
termination or unwind, the subject Hedge Contract has more than six months remaining
in its original, nominal term. The party requesting the redetermination under the
foregoing clauses (i), (ii), (iii) or (iv) shall give the other party at least 10
days’ prior written notice that a redetermination of the Borrowing Base pursuant to
this paragraph (c) is to be performed.



     Section 3.04 Section 5.06 of the Credit Agreement is hereby amended by (1) deleting
“and” at the end of clause (n), (2) changing clause (o) to clause (p), and (3) inserting the
following new clause (o) in appropriate order:




     (o) Notice Regarding Early Termination of Hedge Contracts. As soon as
possible and in any event within three (3) Business Days after any Borrower or any
Subsidiary of a Borrower learns of the occurrence of any novation, assignment, early
termination or other unwind of any Hedge Contract of any Obligor prior to the end of
its original, nominal term, a statement of a Responsible Officer of the Borrower
Representative describing such novation, assignment, early termination or unwind;
provided, however, that such notice requirement shall only apply in respect of a
Hedge Contract that has more than six months remaining in its original nominal term
as of the effective date of any such novation, assignment, early termination or
other unwind; and



     Section 3.05 Section 6.02 of the Credit Agreement is hereby amended by deleting the
“and” at the end of clause (m), by replacing the “.” at the end of clause (n) with “; and”, and by
adding the following new clause (o) to the end thereof:




     (o) Debt arising pursuant to the 2010 Bond Issuance and any refinancing
thereof; provided that,(i) the aggregate outstanding principal amount of the 2010
Bond Issuance may not exceed $400,000,000, and (ii) the Borrowing Base then in
effect on the date of the closing of the 2010 Bond Issuance shall automatically
reduce by an amount equal to 25% of the aggregate principal amount of such issuance
(such reduction shall be effective on the date of the closing of the 2010 Bond
Issuance and such reduced Borrowing Base shall remain in effect until the date the
Borrowing Base is otherwise redetermined pursuant to Section 2.02).



     Section 3.06 Section 6.17 of the Credit Agreement is hereby deleted in its entirety
and replaced with the following:




     Section 6.17 Maximum Debt Ratio. The Parent shall not permit the
ratio, as of the last day of each fiscal quarter of the Parent, of (a) the
consolidated Debt of the Parent as of such fiscal quarter end to (b) consolidated
EBITDA of the Parent for the four-fiscal quarter period then ended, to be greater
than 3.50 to 1.00.



     Section 3.07 Section 7.01 of the Credit Agreement is hereby amended by deleting
clause (c)(i) in its entirety and replacing it with the following:




     (i) perform or observe any covenant contained in Section 5.02(a), Section
5.06(f) or (o), Section 5.11, Section 5.13, or Article VI of this Agreement or



4









 





     Section 3.08 The Credit Agreement is hereby further amended by deleting Exhibit B
attached thereto and replacing it with the Exhibit B attached hereto.



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 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 were true and correct
as of such 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 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 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 were true and correct as of such date; (b) 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 V.

CONDITIONS




     This Agreement shall become effective and enforceable against the parties hereto upon the
occurrence of the following conditions precedent:



     Section 5.01 Documents. The Administrative Agent shall have received
multiple original counterparts, as requested by the Administrative Agent, of this Agreement duly
and validly executed and



5









 




delivered by duly authorized officers of the Borrowers, the Guarantors, the Administrative
Agent, and the Lenders.




     Section 5.02 No Default. No Default shall have occurred and be continuing.



     Section 5.03 Representations. 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.



     Section 5.04 Payment of Fees. The Borrowers shall have paid (a) to the
Administrative Agent a borrowing base increase fee in the amount of $1,451,569 to be allocated by
the Administrative Agent to certain of the Lenders as determined by the Administrative Agent and
the Borrowers, and (b) all costs and expenses that have been invoiced and are payable pursuant to
Section 10.04 of the Credit Agreement. The borrowing base increase fee provided for in clause (a)
of this Section 5.04 shall be in lieu of, and not as an addition to, the borrowing base fee
provided for Section 2.08(d) of the Credit Agreement.



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
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, Administrative Agent, Issuing Lender, and
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 consent 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.







6









 








     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 Agreement, and its execution and deliver of this 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 6.03 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 6.04 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 6.05 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 6.06 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 6.07 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]



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     EXECUTED effective as of the date first above written.



	 	 	 	 	 
	 	MARINER ENERGY, INC.

 	 
	 	By:  	/s/ Scott D. Josey
 	 
	 	 	Scott D. Josey, 	 
	 	 	Chief Executive Officer and President 	 
	 
	 	MARINER ENERGY RESOURCES, INC.

 	 
	 	By:  	/s/ Scott D. Josey
 	 
	 	 	Scott D. Josey, 	 
	 	 	Chief Executive Officer and President 	 
	 
	 	MARINER LP LLC, a Delaware

limited liability company



By: Mariner Energy, Inc., its sole member

 	 
	 	By:  	/s/ Scott D. Josey
 	 
	 	 	Scott D. Josey, 	 
	 	 	Chief Executive Officer and President 	 
	 
	 	MC BELTWAY 8 LLC, a Delaware limited liability

company



By: Mariner Energy, Inc. as its manager

 	 
	 	By:  	/s/ Scott D. Josey
 	 
	 	 	Scott D. Josey, 	 
	 	 	Chief Executive Officer and President 	 
	 
	 	MARINER GULF OF MEXICO LLC, a Delaware

limited liability company



By: Mariner Energy, Inc., its sole member

 	 
	 	By:  	/s/ Scott D. Josey
 	 
	 	 	Scott D. Josey, 	 
	 	 	Chief Executive Officer and President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	EDGE PETROLEUM EXPLORATION COMPANY

 	 
	 	By:  	/s/ Scott D. Josey
 	 
	 	 	Scott D. Josey, 	 
	 	 	Chief Executive Officer and President 	 
	 
	 	EDGE PETROLEUM OPERATING COMPANY, INC.

 	 
	 	By:  	/s/ Scott D. Josey
 	 
	 	 	Scott D. Josey, 	 
	 	 	Chief Executive Officer and President 	 
	 
	 	EDGE PETROLEUM PRODUCTION COMPANY

 	 
	 	By:  	/s/ Scott D. Josey
 	 
	 	 	Scott D. Josey, 	 
	 	 	Chief Executive Officer and President 	 
	 
	 	MILLER EXPLORATION COMPANY

 	 
	 	By:  	/s/ Scott D. Josey
 	 
	 	 	Scott D. Josey, 	 
	 	 	Chief Executive Officer and President 	 
	 
	 	MILLER OIL CORPORATION

 	 
	 	By:  	/s/ Scott D. Josey
 	 
	 	 	Scott D. Josey, 	 
	 	 	Chief Executive Officer and President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	UNION BANK, N.A. (f/k/a 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 	 
	 




 











 





	 	 	 	 	 
	 	BNP PARIBAS, as a Lender, Joint Lead Arranger

and Syndication Agent

 	 
	 	By:  	/s/ Edward Pak
 	 
	 	 	Name:  	Edward Pak 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                                              /s/ Richard Hawthorne
 	 
	 	 	Name:  	Richard Hawthorne 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	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 	 



 









 






	 	 	 	 	 



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

 	 
	 	By:  	/s/ Spencer Stasney
 	 
	 	 	Name:  	Spencer Stasney 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	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 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Credit Agricole Corporate and Investment Bank (f.k.a.

CALYON NEW YORK BRANCH), as a Lender

 	 
	 	By:  	/s/ Mark A. Roche
 	 
	 	 	Name:  	Mark A. Roche 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Sharada Manne
 	 
	 	 	Name:  	Sharada Manne 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CITIBANK, N.A., as a Lender

 	 
	 	By:  	/s/ John F. Miller
 	 
	 	 	Name:  	John F. Miller 	 
	 	 	Title:  	Attorney-In-Fact 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA, as a Lender

 	 
	 	By:  	/s/ David G. Mills
 	 
	 	 	Name:  	David G. Mills 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as a Lender

 	 
	 	By:  	/s/ Shannan Townsend
 	 
	 	 	Name:  	Shannan Townsend 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	NATIXIS, as a Lender

 	 
	 	By:  	/s/ Donovan C. Broussard
 	 
	 	 	Donovan C. Broussard 	 
	 	 	Managing Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Louis P. Laville, III
 	 
	 	 	Louis P. Laville, III 	 
	 	 	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF SCOTLAND plc, as a Lender

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CAPITAL ONE, N.A., as a Lender

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	AMEGY BANK NATIONAL ASSOCIATION, as a Lender

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




 












 





	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND plc, as a Lender

 	 
	 	By:  	/s/ Phillip Ballard
 	 
	 	 	Name:  	Phillip Ballard 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, as a Lender

 	 
	 	By:  	/s/ Christen A. Lacey
 	 
	 	 	Name:  	Christen A. Lacey 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	REGIONS BANK, as a Lender

 	 
	 	By:  	/s/ Kelly L. Elmore III
 	 
	 	 	Name:  	Kelly L. Elmore III 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BARCLAYS BANK plc, as a Lender

 	 
	 	By:  	/s/ Sam Yoo
 	 
	 	 	Name:  	Sam Yoo 	 
	 	 	Title:  	Assistant Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender

 	 
	 	By:  	/s/ Nupur Kumar
 	 
	 	 	Name:  	Nupur Kumar 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                                              /s/ Lynne-Marie Paquette
 	 
	 	 	Name:  	Lynne-Marie Paquette 	 
	 	 	Title:  	Associate 	 



 









 






	 	 	 	 	 



EXHIBIT B

TO AMENDED AND RESTATED CREDIT AGREEMENT




FORM OF COMPLIANCE CERTIFICATE



FOR THE PERIOD FROM 
                    
, 200__ TO                     
, 200__




     This certificate dated as of                                         ,                      is prepare
d pursuant to the Amended and
Restated Credit Agreement dated as of March 2, 2006 (as amended, supplemented, restated or
otherwise modified from time to time, the “Credit Agreement”) among MARINER ENERGY, INC., a
Delaware corporation (the “Parent”), MARINER ENERGY RESOURCES, Inc., a Delaware corporation (“MER”
and together with the Parent, collectively, the “Borrowers” and individually, a “Borrower”), the
lenders party thereto from time to time (the “Lenders”), and UNION BANK OF CALIFORNIA, N.A., as
administrative agent for such Lenders (in such capacity, the “Administrative Agent”) and as issuing
lender. Unless otherwise defined in this certificate, capitalized terms that are defined in the
Credit Agreement shall have the meanings assigned to them by the Credit Agreement.



     Each of the undersigned hereby certifies (a) that no Default or Event of Default has occurred
or is continuing, (b) that all of the representations and warranties made by the Borrowers in the
Credit Agreement and the other Loan Documents are true and correct in all material respects as if
made on this date, except with respect to those representations and warranties that speak as of a
certain date, which representations and warranties were true and correct as of such date, and (c)
that (1) as of the date hereof with respect to Section I below, and (2) as of the last day of the
previous fiscal quarter for Sections II and III below, the following statements, amounts, and
calculations were true and correct:



	 	 	 	 	 	 	 

	I.	 	Current Ratio—Section 6.16.	 	 
	 
	 	 	 	 	 	 
	 

	 	(a)
	 	Current Assets1
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	(b)
	 	Current Liabilities2
	 	$                    
	 
	 	 	 	 	 	 
	 	 	Current Ratio = (a) to (b)	 	 
	 
	 	 	 	 	 	 
	 	 	Minimum Current Ratio:	 	1.00 to 1.00
	 
	 	 	 	 	 	 
	 	 	Current Ratio as of                     :	 	___ to ___
	 
	 	 	 	 	 	 
	 	 	COMPLIANCE?	 	YES     NO








 




			
	1	 	As provided in Section 6.16 of the Credit
Agreement, for purposes of this calculation, “current assets” shall include, as
of the date of calculation, “current assets” shall include, as of the date of
calculation, the Unused Tranche A Commitment Amount and shall exclude, as of
the date of calculation, (A) the current portion of deferred tax assets,
(B) any assets representing a valuation account arising from the application of
SFAS 133 and 143, and (C) any cash deposited with or at the request of a
counterparty to any Hedge Contract.
	 
	2	 	As provided in Section 6.16 of the Credit
Agreement, for purposes of this calculation, “current liabilities” shall
exclude, as of the date of calculation, (A) the current portion of Debt
existing under the Credit Agreement, (B) any liabilities representing a
valuation account arising from the application of SFAS 133 and 143, and (C) the
current portion of deferred tax obligations.





Exhibit B — Form of Compliance Certificate




 









 








	 	 	 	 	 	 	 

	III.	 	Maximum Debt Ratio—Section 6.17.	 	 
	 
	 	 	 	 	 	 
	 

	 	(a)
	 	Consolidated Debt of Parent
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	(b)
	 	Consolidated EBITDA3 of
Parent
	 	$                    
	 
	 	 	 	 	 	 
	 	 	Debt Ratio = (a) to (b)	 	 
	 
	 	 	 	 	 	 
	 	 	Maximum Debt Ratio:	 	3.50 to 1.00
	 
	 	 	 	 	 	 
	 	 	Debt Ratio as of                     	 	___ to ___
	 
	 	 	 	 	 	 
	 	 	COMPLIANCE?	 	YES     NO






[SIGNATURE PAGE FOLLOWS]






 




			
	3	 	Calculated for the four-fiscal quarter period
then ended.





Exhibit B — Form of Compliance Certificate




 









 








     IN WITNESS THEREOF, I have hereto signed my name to this Compliance Certificate as of
                                        , 20___.



	 	 	 	 	 
	 	MARINER ENERGY, INC.,

a Delaware corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MARINER ENERGY RESOURCES, INC.,

a Delaware corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit B — Form of Compliance Certificate