exv4w11






Exhibit 4.11




FIRST SUPPLEMENTAL INDENTURE




          This Supplemental Indenture, dated as of May 2, 2008 (this “Supplemental Indenture” or
“Note Guarantee”), among Mariner Gulf of Mexico LLC (“MGOM”), MC Beltway 8 LLC
(“MC Beltway”, and together with MGOM, 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 April 24, 2006 (as
amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the
initial issuance of an aggregate principal amount of $300.0 million of 71/2% Senior Notes due 2013 of
the Company (the “Notes”);




          WHEREAS, Section 3.10 of the 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 9.1 of the Indenture, the Trustee and the Company are
authorized to execute and deliver this 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 Supplemental
Indenture refer to this 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 X of the 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.



Mariner Gulf of Mexico LLC or MC Beltway 8 LLC

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 Supplemental Indenture or the
Indenture or any provision herein or therein contained.




          SECTION 3.3 Governing Law. This 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 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; 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
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 Supplemental Indenture.







 









 








          SECTION 3.6 Counterparts. The parties hereto may sign one or more copies of this
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.






 









 








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




	 	 	 	 	 	 	 

	 	 	MARINER GULF OF MEXICO LLC,

as a Guarantor	 	 
	 
	 	 	 	 	 	 
	 	 	     By: Mariner Energy, Inc., its sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ John H. Karnes
 

John H. Karnes,
	 	 
	 

	 	Title:
	 	Senior Vice President, Chief Financial	 	 
	 

	 	 	 	Officer and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	MC BELTWAY 8 LLC,

as a Guarantor	 	 
	 
	 	 	 	 	 	 
	 	 	     By: Mariner Energy, Inc., as its manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ John H. Karnes
 

John H. Karnes,
	 	 
	 

	 	Title:
	 	Senior Vice President, Chief Financial	 	 
	 

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

	 	By:

Name:
	 	/s/ Patrick T. Giordano
 

Patrick T. Giordano
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	MARINER ENERGY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ John H. Karnes
 

John H. Karnes,
	 	 
	 

	 	Title:
	 	Senior Vice President, Chief Financial	 	 
	 

	 	 	 	Officer and Treasurer