exv4w4






Exhibit 4.4




     THIRD
SUPPLEMENTAL INDENTURE, dated as of May 20, 2010 (this “Third Supplemental
Indenture”) among MARINER ENERGY, INC., a Delaware corporation (the “Company”), 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, the Company, the Guarantors and the Trustee are parties to an Indenture, dated as of
June 10, 2009 (the “Base Indenture”), as supplemented by the First Supplemental Indenture
thereto dated as of June 10, 2009 (the “First Supplemental Indenture”), as further
supplemented by the Second Supplemental Indenture thereto dated as of February 10, 2010 (the
“Second Supplemental Indenture”), providing for the issuance of the Company’s 113/4% Senior Notes due
2016 (the “Notes”) (such Base Indenture, as amended and supplemented from time to time
(including without limitation pursuant to the First Supplemental Indenture, the Second Supplemental
Indenture and this Third Supplemental Indenture), being referred to herein as the
“Indenture”); and



     WHEREAS, clause (6) of Section 9.01 of the First Supplemental Indenture provides that the
Company, the Guarantors and the Trustee may amend or supplement the Indenture (including the First
Supplemental Indenture) without notice to or consent of any Holder (as defined in the Indenture) in
order to conform the text of the First Supplemental Indenture to any provision of the “Description
of Senior Notes” contained in the Prospectus (as defined in the Indenture) relating to the Notes;
and



     WHEREAS, the Company, the Guarantors and the Trustee wish to amend Section 3.01(d) of the
First Supplemental Indenture in order to conform said Section to the corresponding provision of the
“Description of Senior Notes” contained in the Prospectus; and



     WHEREAS, pursuant to Section 9.01 of the First Supplemental Indenture, the Trustee is
authorized to execute and deliver this Third Supplemental 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 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,” “hereo,f” “hereunder” and any other word of similar import refers to this
Third Supplemental Indenture.



ARTICLE 2

Amendment




     SECTION 2.01. Amendment to Section 3.01(d) of First Supplemental Indenture..



     Section 3.01(d) of the First Supplemental Indenture is hereby amended by deleting therefrom
the words “(including any Additional Notes) issued after the Issue Date” and inserting “(including
any Additional Notes issued after the Issue Date)” in lieu thereof.



ARTICLE 3

Miscellaneous




     SECTION 3.01. Certain Trustee Matters.



     The recitals contained herein shall be taken as the statements of the Company 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 Company 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.



     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)




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     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:



MARINER ENERGY, INC.

 	 
	 	By:  	/s/
Jesus G. Melendrez	 
	 	 	Jesus G. Melendrez, 	 
	 	 	Senior Vice President, Chief Commercial Officer,
Acting Chief Financial Officer and Treasurer 	 
	 
	 	GUARANTORS:



MARINER LP LLC

 	 
	 	By:  	Mariner Energy, Inc., its sole member
 	 
	 	 	 
	 	By:  	/s/
Jesus G. Melendrez	 
	 	 	Jesus G. Melendrez, 	 
	 	 	Senior Vice President, Chief Commercial Officer,
Acting Chief Financial Officer and Treasurer 	 
	 
	 	MARINER ENERGY RESOURCES, INC.

 	 
	 	By:  	/s/ Jesus G. Melendrez	 
	 	 	Jesus G. Melendrez, 	 
	 	 	Senior Vice President, Chief Commercial Officer,
Acting Chief Financial Officer and Treasurer 	 
	 
	 	MC BELTWAY 8 LLC

 	 
	 	By:  	Mariner Energy, Inc., as its Manager
 	 
	 	 	 
	 	By:  	/s/ Jesus G. Melendrez 	 
	 	 	Jesus G. Melendrez, 	 
	 	 	Senior Vice President, Chief Commercial Officer,
Acting Chief Financial Officer and Treasurer 	 
	 
	 	MARINER GULF OF MEXICO LLC

 	 
	 	By:  	Mariner Energy, Inc., its sole member
 	 
	 	 	 
	 	By:  	/s/ Jesus G. Melendrez 	 
	 	 	Jesus G. Melendrez, 	 
	 	 	Senior Vice President, Chief Commercial Officer,
Acting Chief Financial Officer and Treasurer 	 
	 



SIGNATURE PAGE TO THIRD SUPPLEMENTAL INDENTURE





 









 








	 	 	 	 	 
	 	EDGE PETROLEUM EXPLORATION COMPANY

 	 
	 	By:  	/s/ Jesus G. Melendrez	 
	 	 	Jesus G. Melendrez, 	 
	 	 	Senior Vice President, Chief Commercial Officer,
Acting Chief Financial Officer and Treasurer 	 
	 
	 	MILLER EXPLORATION COMPANY

 	 
	 	By:  	/s/ Jesus G. Melendrez	 
	 	 	Jesus G. Melendrez, 	 
	 	 	Senior Vice President, Chief Commercial Officer,
Acting Chief Financial Officer and Treasurer 	 
	 
	 	EDGE PETROLEUM OPERATING COMPANY, INC.

 	 
	 	By:  	/s/ Jesus G. Melendrez	 
	 	 	Jesus G. Melendrez, 	 
	 	 	Senior Vice President, Chief Commercial Officer,
Acting Chief Financial Officer and Treasurer 	 
	 
	 	EDGE PETROLEUM PRODUCTION COMPANY

 	 
	 	By:  	/s/ Jesus G. Melendrez	 
	 	 	Jesus G. Melendrez, 	 
	 	 	Senior Vice President, Chief Commercial Officer,
Acting Chief Financial Officer and Treasurer 	 
	 
	 	MILLER OIL CORPORATION

 	 
	 	By:  	/s/ Jesus G. Melendrez	 
	 	 	Jesus G. Melendrez, 	 
	 	 	Senior Vice President, Chief Commercial Officer,
Acting Chief Financial Officer and Treasurer 	 
	 
	 	TRUSTEE:



WELLS FARGO BANK, N. A.,

as Trustee

 	 
	 	By:  	/s/ Patrick Giordano 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




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