exv4w3






Exhibit 4.3




SECOND SUPPLEMENTAL INDENTURE




          This Supplemental Indenture, dated as of February 10, 2010 (this “Second Supplemental
Indenture” or “Note Guarantee”), among Edge Petroleum Exploration Company
(“EPEC”), Miller Exploration Company (“Miller”), Edge Petroleum Operating Company,
Inc. (“EPOC”), Edge Petroleum Production Company (“EPPC”), Miller Oil Corporation
(“Miller Oil”, and together with EPEC, Miller, EPOC and EPPC, the “New
Guarantors”), Mariner Energy, Inc. (together with its successors and assigns, the
“Company”) and Wells Fargo Bank, N.A. as Trustee under the Indenture referred to below.




W I T N E S S E T H:




          WHEREAS, the Company, certain of its Domestic Subsidiaries (the “Guarantors”) and the
Trustee have heretofore executed and delivered an Indenture dated as of June 10, 2009 (as
supplemented by the First Supplemental Indenture and as otherwise amended, supplemented, waived or
otherwise modified with respect to the Notes, the “Indenture”), supplemented by a First
Supplemental Indenture dated as of June 10, 2009 (as amended, supplemented, waived or otherwise
modified, the “First Supplemental Indenture”), providing for the initial issuance of an
aggregate principal amount of $300.0 million of 113/4% Senior Notes due 2016 of the Company (the
“Notes”);




          WHEREAS, Section 4.10 of the First Supplemental Indenture provides that the Company is
required to cause Restricted Subsidiaries, to the extent set forth in the Indenture, to execute and
deliver to the Trustee a Note Guarantee pursuant to which such Guarantor will unconditionally
Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of
the principal of, premium, interest and Special Interest, if any, on the Notes on a senior basis;
and




          WHEREAS, pursuant to Section 9.01 of the First Supplemental Indenture, the Trustee and
the Company are authorized to execute and deliver this Second Supplemental Indenture to amend the
Indenture, without the consent of any Holder,




          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Company and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:




ARTICLE I

Definitions




          SECTION 1.1 Defined Terms. As used in this Note Guarantee, terms defined in the
Indenture or in the preamble or recital hereto are used herein as therein defined. The words
“herein,” “hereof’ and “hereby” and other words of similar import used in this Second Supplemental
Indenture refer to this Second Supplemental Indenture as a whole and not to any particular section
hereof.






 









 








ARTICLE II

Agreement to be Bound, Note Guarantee




          SECTION 2.1 Agreement to be Bound. Each New Guarantor hereby becomes a party to the
Indenture as a Guarantor and as such will have all of the rights and be subject to all of the
obligations and agreements of a Guarantor under the Indenture. Each New Guarantor agrees to be
bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the
obligations and agreements of a Guarantor under the Indenture.




          SECTION 2.2 Note Guarantee. Each New Guarantor hereby fully, unconditionally and
irrevocably Guarantees, as primary obligor and not merely as surety, jointly and severally with
each Guarantor, to each Holder of the Notes and the Trustee, the full and punctual payment when
due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations pursuant
to Article 10 of the First Supplemental Indenture on a senior basis.




ARTICLE III

Miscellaneous



          SECTION 3.1 Notices. All notices and other communications to the New Guarantors shall
be given as provided in the Indenture to the applicable New Guarantor, at its address set forth
below, with a copy to the Company as provided in the Indenture for notices to the Company.



c/o Mariner Energy, Inc.

One BriarLake Plaza, Suite 2000

2000 West Sam Houston Parkway South

Houston, Texas 77042

Attention: General Counsel




          SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended or shall be
construed to give any Person, firm or corporation, other than the Holders and the Trustee, any
legal or equitable right, remedy or claim under or in respect of this Second Supplemental
Indenture, the First Supplemental Indenture or the Indenture or any provision herein or therein
contained.




          SECTION 3.3 Governing Law. This Second Supplemental Indenture shall be governed by,
and construed in accordance with, the laws of the State of New York.




          SECTION 3.4 Severability Clause. In case any provision in this Second Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby and such provision
shall be ineffective only to the extent of such invalidity, illegality or unenforceability.




          SECTION 3.5 Ratification of Indenture; Second Supplemental Indenture Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain in full force and






 









 








effect. This Second Supplemental Indenture shall form a part of the Indenture for all
purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be
bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of
this Second Supplemental Indenture.




          SECTION 3.6 Counterparts. The parties hereto may sign one or more copies of this
Second Supplemental Indenture in counterparts, all of which together shall constitute one and the
same agreement.




          SECTION 3.7 Headings. The headings of the Articles and the sections in this Note
Guarantee are for convenience of reference only and shall not be deemed to alter or affect the
meaning or interpretation of any provisions hereof.




[SIGNATURE PAGE FOLLOWS]







 









 








          IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly executed as of the date first above written.




	 	 	 	 	 
	 	EDGE PETROLEUM EXPLORATION
COMPANY, as a Guarantor

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

a Guarantor

 	 
	 	By:  	/s/ Jesus G. Melandrez
 	 
	 	Name:  	Jesus G. Melandrez 	 
	 	Title:  	Senior Vice President, Chief

Commercial Officer, Acting Chief

Financial Officer and Treasurer 	 
	 
	 	EDGE PETROLEUM OPERATING 
COMPANY, as a Guarantor

 	 
	 	By:  	/s/ Jesus G. Melandrez
 	 
	 	Name:  	Jesus G. Melandrez 	 
	 	Title:  	Senior Vice President, Chief

Commercial Officer, Acting Chief

Financial Officer and Treasurer 	 
	 
	 	EDGE PETROLEUM PRODUCTION 
COMPANY, as a Guarantor

 	 
	 	By:  	/s/ Jesus G. Melandrez
 	 
	 	Name:  	Jesus G. Melandrez 	 
	 	Title:  	Senior Vice President, Chief

Commercial Officer, Acting Chief

Financial Officer and Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	MILLER OIL CORPORATION, as a

Guarantor

 	 
	 	By:  	/s/ Jesus G. Melandrez
 	 
	 	Name:  	Jesus G. Melandrez 	 
	 	Title:  	Senior Vice President, Chief

Commercial Officer, Acting Chief

Financial Officer and Treasurer 	 
	 
	 	WELLS FARGO BANK, N.A., as Trustee

 	 
	 	By:  	/s/ Patrick T. Giordano
 	 
	 	Name:  	Patrick T. Giordano 	 
	 	Title:  	Vice President 	 
	 
	 	MARINER ENERGY, INC.

 	 
	 	By:  	/s/ Jesus G. Melandrez
 	 
	 	Name:  	Jesus G. Melandrez 	 
	 	Title:  	Senior Vice President, Chief

Commercial Officer, Acting Chief

Financial Officer and Treasurer