exv4w9






Exhibit 4.9




 

 








APACHE DEEPWATER LLC




(formerly named ZMZ Acquisitions LLC)




as the Company,




APACHE MEI FINANCE, INC.,




as Co-Issuer,




the Guarantor parties named herein




and




WELLS FARGO BANK, N. A.,




as the Trustee




THIRD SUPPLEMENTAL INDENTURE




Dated as of November 10, 2010




to




INDENTURE




Dated as of April 24, 2006




71/2% Senior Notes due 2013




 

 













 









 






TABLE OF CONTENTS



	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1 Relation to Indenture; Definitions
	 	 	2	 
	SECTION 1.01. Relation to Indenture
	 	 	2	 
	SECTION 1.02. Definitions
	 	 	2	 
	SECTION 1.03. General References
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 2 Assumption of Obligations
	 	 	2	 
	SECTION 2.01. Assumption of Obligations
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 3 Miscellaneous
	 	 	2	 
	SECTION 3.01. Certain Trustee Matters
	 	 	2	 
	SECTION 3.02. Continued Effect
	 	 	2	 
	SECTION 3.03. Governing Law
	 	 	2	 
	SECTION 3.04. Counterparts
	 	 	3	 






 









 






     THIRD SUPPLEMENTAL INDENTURE, dated as of November 10, 2010 (this “Third Supplemental
Indenture”) between APACHE DEEPWATER LLC, a Delaware limited liability company (formerly named
ZMZ Acquisitions LLC) (the “Company”), APACHE MEI FINANCE, INC., a Delaware corporation
(the “Co-Issuer” and, together with the Company, the “Issuers”), the GUARANTORS (as
defined in the Indenture referred to herein), and WELLS FARGO BANK, N. A., as trustee
under the Indenture referred to herein (in such capacity, the “Trustee”).



RECITALS




     WHEREAS, Mariner Energy, Inc., a Delaware corporation (“Mariner”), the Guarantors and
the Trustee are parties to an Indenture, dated as of April 24, 2006 (the “Base Indenture”),
providing for the issuance of Mariner’s 71/2% Senior Notes due 2013 (the
“Notes”) (such Base Indenture, as amended and supplemented from time to time (including
without limitation pursuant to this Third Supplemental Indenture), being referred to herein as the
“Indenture”); and



     WHEREAS, Section 4.1 of the Indenture provides that Mariner will not, directly or indirectly,
merge with or into another Person (as defined in the Indenture) unless, inter alia,
the Person surviving any such merger (if other than Mariner) assumes all the obligations of
Mariner under the Notes, the Indenture and any Registration Rights Agreement (as defined in the
Indenture) pursuant to a supplemental indenture and other agreements reasonably satisfactory to the
Trustee; and



     WHEREAS, immediately prior to the effectiveness of this Third Supplemental Indenture, Mariner
has merged with and into the Company, with the Company being the surviving entity of such merger;
and



     WHEREAS, pursuant to Section 4.1 of the Indenture, the Company desires to assume all the
obligations of Mariner under the Notes and the Indenture pursuant to this Third Supplemental
Indenture; and



     WHEREAS, Section 4.1 of the Indenture provides that a corporate co-issuer of the Notes will be
added to the Indenture by agreements reasonably satisfactory to the Trustee in the event that the
Company is not a corporation; and



     WHEREAS, pursuant to Section 4.1 of the Indenture, Co-Issuer desires to assume all the
obligations of a co-issuer under the Notes and the Indenture pursuant to this Third Supplemental
Indenture; and



     WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee and the Company are authorized
to execute and deliver this Third Supplemental Indenture without consent of any Holder (as defined
in the Indenture); and



     WHEREAS, the execution and delivery of this Third Supplemental Indenture has been duly
authorized by the parties hereto, and all other acts necessary to make this Third Supplemental
Indenture a valid and binding supplement to the Indenture effectively amending the Indenture as set
forth herein have been duly taken; and



     NOW, THEREFORE, in consideration of the premises, agreements and obligations set forth herein
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree, for the equal and proportionate benefit of all
Holders (as defined in the Indenture) of the Notes, as follows:



 









 





ARTICLE 1

Relation to Indenture; Definitions




     SECTION 1.01. Relation to Indenture.



     With respect to the Notes, this Third Supplemental Indenture constitutes an integral part of
the Indenture.



     SECTION 1.02. Definitions.



     For all purposes of this Third Supplemental Indenture, except as otherwise expressly provided
herein, capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned thereto in the Indenture.



     SECTION 1.03. General References.



     All references in this Third Supplemental Indenture to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Third Supplemental Indenture;
and the terms “herein”, “hereof”, “hereunder” and any other word of similar import refers to this
Third Supplemental Indenture.



ARTICLE 2

Assumption of Obligations




     SECTION 2.01. Assumption of Obligations.



     Pursuant to Section 4.1 of the Indenture, the Issuers hereby assume all the obligations of
Mariner under the Notes and the Indenture.



ARTICLE 3

Miscellaneous




     SECTION 3.01. Certain Trustee Matters.



     The recitals contained herein shall be taken as the statements of the Issuers and the
Guarantors, and the Trustee assumes no responsibility for their correctness.



     The Trustee makes no representations as to the validity or sufficiency of this Third
Supplemental Indenture or the proper authorization or due execution thereof by the Issuers or the
Guarantors.



     SECTION 3.02. Continued Effect.



     Except as expressly supplemented and amended by this Third Supplemental Indenture, the
Indenture (as supplemented and amended to date) shall continue in full force and effect in
accordance with the provisions thereof, and the Indenture (as so supplemented and amended, and as
further supplemented and amended by this Third Supplemental Indenture) is in all respects hereby
ratified and confirmed. This Third Supplemental Indenture and all its provisions shall be deemed a
part of the Indenture in the manner and to the extent herein and therein provided.



     SECTION 3.03. Governing Law.



     This Third Supplemental Indenture shall be governed by, and construed in accordance with, the
laws of the State of New York.



2









 





     SECTION 3.04. Counterparts.



     This instrument may be executed in any number of counterparts, each of which shall be deemed
to be an original, but all such counterparts shall together constitute but one and the same
instrument.



(Signature Pages Follow)





3











 





     IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to
be duly executed and delivered, all as of the day and year first above written.



	 	 	 	 	 
	 	COMPANY:



APACHE DEEPWATER LLC (formerly named ZMZ 
Acquisitions LLC)

 	 
	 	By:  	/s/ Matthew W. Dundrea	 
	 	 	Name:  	Matthew W. Dundrea 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	CO-ISSUER:



APACHE MEI FINANCE, INC.

 	 
	 	By:  	/s/ Matthew W. Dundrea	 
	 	 	Name:  	Matthew W. Dundrea 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	 

GUARANTORS:



MARINER LP LLC

 	 
	 	By:  	/s/ Matthew W. Dundrea	 
	 	 	Name:  	Matthew W. Dundrea 	 
	 	 	Title:  	Vice President and Treasurer of Apache
Deepwater LLC, sole member and successor by merger to
Mariner Energy, Inc. 	 
	 
	 	MARINER ENERGY RESOURCES, INC.

 	 
	 	By:  	/s/ Matthew W. Dundrea	 
	 	 	Name:  	Matthew W. Dundrea 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	MC BELTWAY 8 LLC

 	 
	 	By:  	/s/ Matthew W. Dundrea	 
	 	 	Name:  	Matthew W. Dundrea 	 
	 	 	Title:  	Vice President and Treasurer of Apache
Deepwater LLC, sole member and successor by merger to
Mariner Energy, Inc. 	 


SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE 

 









 






	 	 	 	 	 



	 	 	 	 	 
	 	MARINER GULF OF MEXICO LLC

 	 
	 	By:  	Apache Deepwater LLC, its sole member
 	 
	 
	 	By:  	/s/ Matthew W. Dundrea	 
	 	 	Name:  	Matthew W. Dundrea  	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	EDGE PETROLEUM EXPLORATION COMPANY

 	 
	 	By:  	/s/ Matthew W. Dundrea	 
	 	 	Name:  	Matthew W. Dundrea  	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	MILLER EXPLORATION COMPANY

 	 
	 	By:  	/s/ Matthew W. Dundrea	 
	 	 	Name:  	Matthew W. Dundrea  	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	EDGE PETROLEUM OPERATING COMPANY, INC.

 	 
	 	By:  	/s/ Matthew W. Dundrea	 
	 	 	Name:  	Matthew W. Dundrea  	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	EDGE PETROLEUM PRODUCTION COMPANY

 	 
	 	By:  	/s/ Matthew W. Dundrea	 
	 	 	Name:  	Matthew W. Dundrea  	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	MILLER OIL CORPORATION

 	 
	 	By:  	/s/ Matthew W. Dundrea	 
	 	 	Name:  	Matthew W. Dundrea  	 
	 	 	Title:  	Vice President and Treasurer 	 



SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE 

 









 






	 	 	 	 	 



	 	 	 	 	 
	 	TRUSTEE:



WELLS FARGO BANK, N. A.,

as Trustee

 	 
	 	By:  	/s/ Patrick Giordano	 
	 	 	Authorized Signatory 	 



SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE