exv4w1






Exhibit 4.1




AMENDMENT NO. 9




     This Amendment No. 9 (“Agreement”) dated as of June 2, 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 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 and Amendment No. 8 and
Consent dated as of March 24, 2009 (as so amended and as the same may be further amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”).



     B. The Parent wishes to issue up to $300,000,000 of new Debt (as defined in the Credit
Agreement). In connection with such issuance, the Borrowers have requested that the Lenders amend
certain provisions of the Credit Agreement.



     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 Terms Defined in 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.



     Section 1.03 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.

AMENDMENTS TO CREDIT AGREEMENT




     Section 2.01 Amendments to Credit Agreement.



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





     "2009 Bond Issuance” means the issuance by the Parent of up to
$300,000,000 of Debt, which Debt (a) shall have (i) a non-default interest rate
that is no higher than 13% per annum (plus a default rate not to exceed 3%), (ii) a
scheduled maturity date that is no earlier than May 15, 2014, (iii) covenants and
restrictions that are no more restrictive in any material respect than those set
forth in this Agreement, the other Loan Documents and the documents evidencing the
2006 and 2007 Bond Issuances, (iv) no restriction on the ability of the Parent or
any of its Subsidiaries to amend, modify or otherwise supplement this Agreement or
the other Loan Documents, (v) no Lien securing such Debt, (vi) no restriction on the
ability of the Parent or any of its Subsidiaries to guarantee the Obligations or
pledge assets as collateral security for the Obligations, and (vii) a bullet
repayment and not provide for scheduled amortization or mandatory prepayments (other
than amortization resulting from any mandatory prepayments required in respect of
such Debt in connection with the occurrence of an event of default under such Debt,
a change in control of the issuer, including a disposition of all or substantially
all of the assets of the Parent and its Subsidiaries, a liquidation or dissolution
of Parent, or any event constituting a Change in Control (as defined herein) or an
asset sale by the issuer or a Subsidiary thereof), (b) shall be issued in its
entirety on or before June 30, 2009, (c) shall not otherwise cause the occurrence of
a Default or Event of Default after giving effect to the issuance of such Debt, (d)
shall not require any payments of cash upon any conversion of such Debt (if such
Debt is convertible), and (e) may be guaranteed by the Subsidiaries of the Parent,
provided that no Lien secures such guarantees and such Subsidiaries are Obligors.




     "Debt Issuances” means the Bond Issuances which closed in 2006 and 2007
and the 2009 Bond Issuance.



          (b) Section 6.02 of the Credit Agreement is amended by replacing the period at the end of
subsection (j) with a semicolon and adding the following new subsection (k) to the end thereof:




     (k) Debt arising pursuant to the 2009 Bond Issuance and any refinancing
thereof; provided that,(i) the aggregate outstanding principal amount of the 2009
Bond Issuance may not exceed $300,000,000, and (ii) the Borrowing Base then in
effect on the date of the closing of the 2009 Bond Issuance shall automatically
reduce by an amount equal to the lesser of (A) $50,000,000 or (B) 25% of the
aggregate principal amount of such issuance (such reduction shall be effective on
the date of the closing of the 2009 Bond Issuance and such reduced Borrowing Base
shall remain in effect until the date the Borrowing Base is otherwise redetermined
pursuant to Section 2.02).



          (c) Section 6.05 of the Credit Agreement is amended by deleting such section in its entirety
and replacing it with the following:





     Section 6.05 Restricted Payments; Bond Payments. No Borrower shall,
nor shall any Borrower permit any of its Subsidiaries to, make any Restricted
Payments except that if (a) no Default or Event of Default has occurred or will
occur after giving



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effect to the making of such Restricted Payment, (b) no default or event of default
will occur under any agreement or instrument relating to Debt of any Obligor
permitted hereunder after giving effect to the making of such Restricted Payment,
and (c) no Borrowing Base deficiency of the type described in Section 2.05(b) shall
exist before or after giving effect to the making of such Restricted Payment, then
(i) the Subsidiaries may make Restricted Payments to a Borrower, (ii) the Parent may
make Restricted Payments to its equity holders in an aggregate amount not to exceed
$25,000,000 in any fiscal year so long as after giving effect to such Restricted
Payment, the sum of the cash and Liquid Investments of the Obligors plus the Unused
Tranche A Commitment Amount equals or exceeds 25% of the Borrowing Base in effect at
the time such Restricted Payment is made, and (iii) at such other times and in such
other amounts as the Required Lenders may consent to in writing. Additionally, no
Borrower may, nor shall any Borrower permit its Subsidiaries to, make any optional
prepayments in respect of Debt arising pursuant to a Debt Issuance except that the
Parent may make (A) optional prepayments in an amount not to exceed 50% of the then
outstanding principal amount of such Debt with proceeds received by Parent from any
offering of its equity securities registered under the Securities Act of 1933, as
amended, provided that such prepayments are made promptly upon the receipt of such
proceeds, and (B) repayment of all or any portion of such Debt with the proceeds of
any Debt Issuance issued by the Parent to refinance such Debt.



ARTICLE III.

REPRESENTATIONS AND WARRANTIES




     Section 3.01 Borrowers Representations and Warranties. Each of the Borrowers
represents and warrants that: (a) its representations and warranties contained in Article IV of the
Credit 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) after giving effect to the terms of this Agreement, 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 3.02 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) after giving effect to the terms of this
Agreement, no Default has occurred and is continuing; (c) the



Page 3









 







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 IV.

CONDITIONS




     This Agreement shall become effective and enforceable against the parties hereto upon the
occurrence of the following conditions precedent:



     Section 4.01 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 4.02 Consent Fee. Upon the 2009 Bond Issuance, the Company shall become
obligated to pay and shall have paid all fees owing in connection with this Agreement to each
Lender in an amount acceptable to each such Lender.



     Section 4.03 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 4.04 No Default. No Default shall have occurred and be continuing as of the
Effective Date.



     Section 4.05 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 V.

MISCELLANEOUS




     Section 5.01 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.



          (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




Page 4









 







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, and acknowledges and agrees that the
Credit Agreement 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 5.02 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), 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 5.03 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 5.04 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 5.05 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 5.06 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 5.07 Entire Agreement. THIS AGREEMENT, THE CREDIT AGREEMENT, THE NOTES, AND
THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH 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.




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[SIGNATURES BEGIN ON NEXT PAGE]




Page 6









 








     EXECUTED effective as of the date first above written.



	 	 	 	 	 	 	 
	 	 	MARINER ENERGY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jesus G. Melendrez	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Jesus G. Melendrez,	 	 
	 

	 	 	 	Senior Vice President — Corporate Development	 	 
	 
	 	 	 	 	 	 
	 	 	MARINER ENERGY RESOURCES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jesus G. Melendrez	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Jesus G. Melendrez,	 	 
	 

	 	 	 	Senior Vice President — Corporate Development	 	 
	 
	 	 	 	 	 	 
	 	 	MARINER LP LLC, a Delaware	 	 
	 	 	limited liability company	 	 
	 	 	     By: Mariner Energy, Inc., its sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jesus G. Melendrez	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Jesus G. Melendrez,	 	 
	 

	 	 	 	Senior Vice President — Corporate Development	 	 
	 
	 	 	 	 	 	 
	 	 	MC BELTWAY 8 LLC, a Delaware limited liability company	 	 
	 	 	     By: Mariner Energy, Inc. as its manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jesus G. Melendrez	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Jesus G. Melendrez,	 	 
	 

	 	 	 	Senior Vice President — Corporate Development	 	 
	 
	 	 	 	 	 	 
	 	 	MARINER GULF OF MEXICO LLC, a Delaware	 	 
	 	 	limited liability company	 	 
	 	 	     By: Mariner Energy, Inc., its sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jesus G. Melendrez	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Jesus G. Melendrez,	 	 
	 

	 	 	 	Senior Vice President — Corporate Development	 	 






Signature Page to Amendment No. 9

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


















 





	 	 	 	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A.,

as Administrative Agent, Issuing Lender, Lender, Joint
Lead Arranger and Sole Book Runner	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Damien G. Meiburger	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Damien G. Meiburger	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 9

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




 









 





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

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 9

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




 









 





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

	 	By:
	 	/s/ James V. Ducote	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	James V. Ducote	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Director	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 9

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




 









 





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

	 	By:
	 	/s/ W. David McCarver IV	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	W. David McCarver IV	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 9

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









 









 











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

	 	By:
	 	/s/ Jo Linda Papadakis	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Jo Linda Pappadakis	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 9

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









 









 











	 	 	 	 	 	 	 
	 	 	CAYLON NEW YORK BRANCH, as a Lender	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Tom Byargeon	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Tom Byargeon	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael D. Willis	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Michael D. Willis	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 9

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





 












 





	 	 	 	 	 
	 	 	CITICORP USA, INC., as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Amy Pincu
	 

	 	 	 	 
	 

	 	Name:
	 	Amy Pincu 
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President 
	 

	 	 	 	 





Signature Page to Amendment No. 9

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




 









 








	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David G. Mills
	 

	 	 	 	 
	 

	 	Name:
	 	David G. Mills 
	 

	 	 	 	 
	 

	 	Title:
	 	Managing Director 
	 

	 	 	 	 





Signature Page to Amendment No. 9

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




 









 








	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Charles Randall
	 

	 	 	 	 
	 

	 	Name:
	 	Charles Randall 
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President 
	 

	 	 	 	 





Signature Page to Amendment No. 9

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




 









 








	 	 	 	 	 
	 	 	COMERICA BANK, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





Signature Page to Amendment No. 9

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




 









 








	 	 	 	 	 
	 	 	NATIXIS, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Donovan C. Broussard
	 

	 	 	 	 
	 

	 	Name:
	 	Donovan C. Broussard 
	 

	 	 	 	 
	 

	 	Title:
	 	Managing Director 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Liana Tchernysheva
	 

	 	 	 	 
	 

	 	Name:
	 	Liana Tchernysheva 
	 

	 	 	 	 
	 

	 	Title:
	 	Director 
	 

	 	 	 	 





Signature Page to Amendment No. 9

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




 









 








	 	 	 	 	 
	 	 	BANK OF SCOTLAND plc, as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	 
	 

	 	 	 	 
	 

	 	Title:
	 	 
	 

	 	 	 	 





Signature Page to Amendment No. 9

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




 









 








	 	 	 	 	 
	 	 	CAPITAL ONE, N.A., as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul D. Hein
	 

	 	 	 	 
	 

	 	Name:
	 	Paul D. Hein 
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President 
	 

	 	 	 	 





Signature Page to Amendment No. 9

(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. 9

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




 









 








	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jay Buckman
	 

	 	 	 	 
	 

	 	Name:
	 	Jay Buckman 
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President 
	 

	 	 	 	 





Signature Page to Amendment No. 9

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




 









 








	 	 	 	 	 
	 	 	AMEGY BANK NATIONAL ASSOCIATION, as a Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	 
	 

	 	 	 	 
	 

	 	Title:
	 	 
	 

	 	 	 	 





Signature Page to Amendment No. 9

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




 









 








	 	 	 	 	 
	 	 	THE FROST NATIONAL BANK, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Thomas H. Dungan
	 

	 	 	 	 
	 

	 	Name:
	 	Thomas H. Dungan 
	 

	 	 	 	 
	 

	 	Title:
	 	Senior Vice President 
	 

	 	 	 	 





Signature Page to Amendment No. 9

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