exv4w1






Exhibit 4.1




EXECUTION VERSION




AMENDMENT NO. 10




     This Amendment No. 10 (“Agreement”) dated as of August 25, 2009 (“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, and Amendment No. 9 dated as of June 15, 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 Parent has notified the Administrative Agent in writing that it wishes to form a new,
wholly-owned subsidiary as a corporation under the laws of the province of British Columbia, Canada
(the “Canadian Subsidiary”).



     C. Section 5.08 of the Credit Agreement requires that each Borrower and Subsidiary grant
certain Acceptable Security Interests to the Administrative Agent, and Section 5.10 requires
Borrowers to deliver certain title opinions reflecting that the Administrative Agent has an
Acceptable Security Interest in certain Oil and Gas Properties.



     D. Section 6.03(a) of the Credit Agreement prohibits any Borrower or Subsidiary from certain
arrangements that restrict Liens on its Property to secure the Obligations.



     E. Section 6.04(b) of the Credit Agreement prohibits certain Property dispositions.



     F. Section 6.10 of the Credit Agreement restricts a Borrower from permitting its Subsidiaries
to operate or carry on business in any jurisdiction other than the United States.



     G. Section 6.15 of the Credit Agreement requires that a Borrower give the Administrative Agent
prior written notice of the creation of a new Subsidiary, that such new Subsidiary execute and
deliver a Guaranty and at the Administrative Agent’s request, Security Instruments, and that a
holder of Equity Interest of such new Subsidiary execute and deliver a Pledge Agreement.



     H. In connection with the formation of the Canadian Subsidiary, the Borrowers have requested
that the Lenders consent to the formation of the Canadian Subsidiary, waive certain requirements
under Sections 5.08, 5.10, 6.03(a), 6.04(b) and 6.15, and amend the restriction in Section 6.10.



     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.

WAIVER




     The Lenders hereby agree, subject to the terms and conditions of this Agreement, to waive (a)
the requirements in Sections 5.08, 5.10 and 6.15(b) of the Credit Agreement that the Canadian
Subsidiary execute and deliver a Guaranty and Security Instruments or pertaining to the existence
of an Acceptable Security Interest in Property of the Canadian Subsidiary, (b) the application of
Sections 6.03(a) and 6.04(b) to the Canadian Subsidiary, and (c) the requirement in Section 6.15(c)
that the Parent execute and deliver a Pledge Agreement pledging its Equity Interest in the Canadian
Subsidiary; provided that, the Parent must execute and deliver a Pledge Agreement pledging
65% of its Equity Interest in the Canadian Subsidiary (the “Canadian Pledge Agreement”).
The waiver by the Lenders described in this Article 2 is limited to the extent described above and,
except for the waivers expressly described above, shall not otherwise be construed to be a
permanent waiver of Sections 5.08, 5.10, 6.03, 6.04 and 6.15 of the Credit Agreement or any other
terms, provisions, covenants, warranties or agreements contained in any Loan Document that do not
conflict with the waivers given in this Article 2.



ARTICLE III.

AMENDMENT




     Section 3.01 Section 1.01 of the Credit Agreement is hereby amended by adding the following
new defined terms in alphabetical order:




     “Canadian Subsidiary” means a wholly-owned subsidiary of Parent formed as a
corporation under the laws of the province of British Columbia, Canada.




     “Non-Obligor Entity” means the Canadian Subsidiary which is not an Obligor.



Page 2









 





     Section 3.02 Section 6.02 of the Credit Agreement is hereby amended by deleting the “and” at
the end of clause (j), by replacing the “.” at the end of clause (k) with “;”, and by adding the
following new clauses (l), (m) and (n) to the end thereof:




     (l) Debt owing by the Canadian Subsidiary to an Obligor pursuant to Section 6.06(l);




     (m) Debt owing by an Obligor to the Canadian Subsidiary which together with the amount
of investments, loans and advances permitted by Section 6.06(l), does not in the aggregate
exceed $25,000,000 outstanding at any time;




     (n) Guaranties by an Obligor incurred on behalf of the Canadian Subsidiary, which
together with the amount of investments, loans and advances permitted by Section 6.06(l),
does not in the aggregate exceed $25,000,000 outstanding at any time.



     Section 3.03 Section 6.06 of the Credit Agreement is hereby amended by deleting the “and” at
the end of clause (j), by replacing the “.” at the end of clause (k) with “; and”, and by adding
the following new clause (l) to the end thereof:




     (l) investments, loans and advances to a Non-Obligor Entity, which together with the
amount of Debt permitted by Sections 6.02(m) and 6.02(n), does not in the aggregate exceed
$25,000,000 outstanding at any time.



     Section 3.04 Section 6.10 of the Credit Agreement is hereby amended by deleting the second
sentence and replacing it with the following new sentence:




     No Borrower shall, nor shall any Borrower permit any of its Subsidiaries to, operate
or carry on business in any jurisdiction other than the United States, including the Gulf
of Mexico, except that the Canadian Subsidiary is permitted to operate and carry on
business in Canada.



     Section 3.05 Article VI of the Credit Agreement is hereby amended by adding the following new
Section 6.19:




     Section 6.19 Non-Obligor Entities. Notwithstanding anything to the contrary
contained herein except Sections 6.02(m), 6.02(n) and 6.06(l), including any provision of
this Article VI other than Sections 6.02(m), 6.02(n) and 6.06(l), no Borrower shall, nor
shall it permit any of its Subsidiaries, other than any Non-Obligor Entity, to, (a) create,
assume, incur or suffer to exist any Lien on or in respect of any of its Property for the
benefit of any Non-Obligor Entity, (b) sell, assign, pledge, or otherwise transfer any of
its Properties to any Non-Obligor Entity except for software and other licenses and transfer
of immaterial rights and property that are used in the ordinary course of business to assist
in the operation or administration of the Canadian Subsidiary, or (c) make or permit to
exist any loans, advances, or capital contributions to, or make any investment in, or
purchase or commit to purchase any stock or other securities or evidences of indebtedness of
or interests in, any Non-Obligor Entity or in any Properties of any Non-Obligor Entity other
than the Debt permitted by Sections 6.02(m) and 6.02(n) and the investments, loans and
advances permitted by Section 6.06(l).



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



Page 3









 







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



     Section 5.02 Payment of Fees. The Borrowers shall have paid all costs and expenses
that have been invoiced and are payable pursuant to Section 10.04 of the Credit Agreement.



     Section 5.03 No Default. No Default shall have occurred and be continuing.



Page 4









 





     Section 5.04 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.



ARTICLE VI.

COVENANTS




     Section 6.01 Documents. Within thirty (30) Business Days of the formation of the
Canadian Subsidiary, the Borrowers agree to deliver, or to cause the Canadian Subsidiary to
deliver, the following documents:



          (a) The Administrative Agent shall have received multiple original counterparts, as requested
by the Administrative Agent, of the Canadian Pledge Agreement duly and validly executed and
delivered by duly authorized officers of the Parent and the Administrative Agent.



          (b) The Administrative Agent shall have received stock or, to the extent applicable under the
Canadian Subsidiary’s organizational documents, membership or partnership interest certificates
required in connection with the Canadian Pledge Agreement and stock powers executed in blank for
each such stock certificate endorsed in blank to the Administrative Agent.



          (c) The Administrative Agent shall have received a favorable opinion of the Borrowers’ local
counsel in the province of British Columbia, Canada in form and substance reasonably satisfactory
to the Administrative Agent and the Lenders and covering such matters as the Administrative Agent
may reasonably request.



          (d) The Administrative Agent shall have received copies, certified by a Responsible Officer of
the Parent of (i) a certificate stating that the resolutions of the board of directors of the
Parent certified to the Administrative Agent on January 31, 2008 are in full force and effect
without modification or amendment, (ii) the certificate of incorporation and the bylaws or similar
governing documents of the Canadian Subsidiary and (iii) all other documents evidencing other
necessary corporate action and governmental approvals required by law, if any, with respect to the
Canadian Pledge Agreement and the formation of the Canadian Subsidiary.



     Section 6.02 Effect on Permitted Investments and Debt. Notwithstanding anything
contained in this Agreement, until the Borrowers have delivered, or caused the Canadian Subsidiary
to deliver, all documents required by Section 6.01 of this Agreement, the amount of investments,
loans and advances otherwise permitted by Section 6.06(l) of the Credit Agreement, together with
the Debt permitted by Sections 6.02(m) and 6.02(n) of the Credit Agreement shall not in the
aggregate exceed $5,000,000 outstanding at any time.



     Section 6.03 Event of Default. Failure to comply with Section 6.01 of this Agreement
shall constitute an Event of Default under the Credit Agreement.



ARTICLE VII.

MISCELLANEOUS




     Section 7.01 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.



Page 5









 





          (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.



     Section 7.02 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 7.03 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 7.04 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 7.05 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 7.06 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 7.07 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



Page 6









 







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]




Page 7









 





     EXECUTED effective as of the date first above written.



	 	 	 	 	 	 	 
	 	 	MARINER ENERGY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John H. Karnes
 

John H. Karnes,
	 	 
	 

	 	 	 	Senior Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	MARINER ENERGY RESOURCES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John H. Karnes
 

John H. Karnes,
	 	 
	 

	 	 	 	Senior Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	MARINER LP LLC, a Delaware
limited liability company	 	 
	 

	 	 	 	By: Mariner Energy, Inc., its sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John H. Karnes
 

John H. Karnes,
	 	 
	 

	 	 	 	Senior Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	MC BELTWAY 8 LLC, a Delaware limited liability company	 	 
	 

	 	 	 	By: Mariner Energy, Inc. as its manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John H. Karnes
 

John H. Karnes,
	 	 
	 

	 	 	 	Senior Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	MARINER GULF OF MEXICO LLC, a Delaware
limited liability company	 	 
	 

	 	 	 	By: Mariner Energy, Inc., its sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John H. Karnes
 

John H. Karnes,
	 	 
	 

	 	 	 	Senior Vice President and Chief Financial Officer	 	 






Signature Page to Amendment No. 10

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)




 









 








	 	 	 	 	 	 	 
	 	 	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:

Name:
	 	/s/ Damien G. Meiburger
 

Damien G. Meiburger
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






Signature Page to Amendment No. 10

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)




 









 








	 	 	 	 	 	 	 
	 	 	BNP PARIBAS, as a Lender, Joint Lead Arranger and
Syndication Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Douglas R. Liftman
 

Douglas R. Liftman
	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Polly Schott
 

Polly Schott
	 	 
	 

	 	Title:
	 	Director	 	 






Signature Page to Amendment No. 10

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)




 









 








	 	 	 	 	 	 	 
	 	 	BMO CAPITAL MARKETS FINANCING, INC., as a Lender and as
a Co-Documentation Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ James V. Ducote
 

James V. Ducote
	 	 
	 

	 	Title:
	 	Director	 	 






Signature Page to Amendment No. 10

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)




 









 








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

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 

	 	 
	 

	 	 	 	 

	 	 






Signature Page to Amendment No. 10

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)




 









 








	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A. , as a Lender and as a
Co-Documentation Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Michael A. Kamauf
 

Michael A. Kamauf
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to Amendment No. 10

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)




 









 








	 	 	 	 	 	 	 
	 	 	CAYLON NEW YORK BRANCH, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Tom Byargeon
 

Tom Byargeon
	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Michael Willis
 

Michael Willis
	 	 
	 

	 	Title:
	 	Managing Director	 	 






Signature Page to Amendment No. 10

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)




 









 








	 	 	 	 	 	 	 
	 	 	CITICORP USA, INC., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ James F. Reilly, Jr.
 

James F. Reilly, Jr.
	 	 
	 

	 	Title:
	 	Attorney-in-Fact	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 
	 	 
	 

	 	 	 	 
	 	 






Signature Page to Amendment No. 10

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)




 









 








	 	 	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ David G. Mills
 

David G. Mills
	 	 
	 

	 	Title:
	 	Managing Director	 	 






Signature Page to Amendment No. 10

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)




 









 








	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Charles W. Randall
 

Charles W. Randall
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to Amendment No. 10

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)




 









 








	 	 	 	 	 	 	 
	 	 	COMERICA BANK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Gregory D. Smith
 

Gregory D. Smith
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






Signature Page to Amendment No. 10

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)




 









 








	 	 	 	 	 	 	 
	 	 	NATIXIS, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Donovan C. Broussard
 

Donovan C. Broussard
	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Louis P. Laville, III
 

Louis P. Laville, III
	 	 
	 

	 	Title:
	 	Managing Director	 	 






Signature Page to Amendment No. 10

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)




 









 








	 	 	 	 	 	 	 
	 	 	BANK OF SCOTLAND PLC, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Julia R. Franklin
 

Julia R. Franklin
	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 






Signature Page to Amendment No. 10

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)




 









 








	 	 	 	 	 	 	 
	 	 	CAPITAL ONE, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Paul D. Hein
 

Paul D. Hein
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to Amendment No. 10

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)




 









 








	 	 	 	 	 	 	 
	 	 	DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK


FRANKFURT AM MAIN, NEW YORK BRANCH, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 
	 	 
	 
	 	 	 	 
	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 
	 	 
	 

	 	 	 	 
	 	 






Signature Page to Amendment No. 10

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)




 









 








	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Charles W. Randall
 

Charles W. Randall
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to Amendment No. 10

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)




 









 








	 	 	 	 	 	 	 
	 	 	AMEGY BANK NATIONAL ASSOCIATION, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Kenneth R. Batson, III
 

Kenneth R. Batson, III
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to Amendment No. 10

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)




 









 








	 	 	 	 	 	 	 
	 	 	THE FROST NATIONAL BANK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Thomas H. Dungan
 

Thomas H. Dungan
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






Signature Page to Amendment No. 10

(Mariner Energy, Inc. and Mariner Energy Resources, Inc.)