. . EXHIBIT 10.5 NON-QUALIFIED STOCK OPTION AGREEMENT MARINER ENERGY, INC. STOCK INCENTIVE PLAN Optionee: ______________ Date of Grant: March 11, 2005 NQO Number: ______________ 1. Grant of Options. Mariner Energy, Inc. (the "Company") hereby grants...Non-Qualified Stock Option Agreement • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas • Texas
. . EXHIBIT 10.12 RESTRICTED STOCK AGREEMENT MARINER ENERGY, INC. EQUITY PARTICIPATION PLANRestricted Stock Agreement • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas • Texas
EXHIBIT 10.17 EMPLOYMENT AGREEMENT This Employment Agreement ("AGREEMENT") is made and entered into as of February 7, 2005 (the "EFFECTIVE DATE"), by and between MARINER ENERGY, INC., a Delaware corporation (hereafter "COMPANY"), and MICHIEL C. VAN...Employment Agreement • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas • Texas
EXHIBIT 4.5 CREDIT AGREEMENT dated as of March 2, 2004Credit Agreement • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas • Texas
EXHIBIT 10.24 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of March 11, 2005, by and among Mariner Energy, Inc., a Delaware corporation (together with any successor entity thereto, the...Registration Rights Agreement • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas • New York
. . EXHIBIT 10.13 RESTRICTED STOCK AGREEMENT MARINER ENERGY, INC. EQUITY PARTICIPATION PLANRestricted Stock Agreement • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas • Texas
ARTICLE II. WAIVER AND CONSENTWaiver and Consent • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas • Texas
ARTICLE III. AMENDMENT TO CREDIT AGREEMENTAmendment No. 2 and Consent • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas • Texas
Restricted Stock Agreement MARINER ENERGY, INC. AMENDED AND RESTATED STOCK INCENTIVE PLANRestricted Stock Agreement • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas • Texas
RECITALSIndemnification Agreement • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas • Delaware
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas • Texas
This Amended and Restated Employment Agreement (“Agreement”) is made and entered into June 8, 2006 (the “Effective Date”), by and among Mariner Energy, Inc., a Delaware corporation (“MEI”), Mariner Energy Resources, Inc., a Delaware corporation (“MERI”) (MEI and MERI may be separately referred to as an “Employer” or collectively referred to as the “Employers”), and Judd Hansen (“Executive”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 2, 2006 Among MARINER ENERGY, INC. AND MARINER ENERGY RESOURCES, INC. as Borrowers, THE LENDERS PARTY HERETO FROM TIME TO TIME as Lenders, UNION BANK OF CALIFORNIA, N.A. as Administrative Agent...Credit Agreement • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas • Texas
This Amended and Restated Credit Agreement dated as of March 2, 2006 is among Mariner Energy, Inc., a Delaware corporation (the “Parent”), Mariner Energy Resources, Inc., a Delaware corporation formerly known as Forest Energy Resources, Inc. and SML Wellhead Corporation (“MER” and together with the Parent, collectively, the “Borrowers” and individually, a “Borrower”), the Lenders (as defined below), and Union Bank of California, N.A., as administrative agent for such Lenders and as issuing lender for such Lenders.
NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas • Delaware
AGREEMENT (this “Agreement”) made as of March 2, 2006 (the “Effective Date”), between MARINER ENERGY, INC., a Delaware corporation (the “Company”), and (“Employee”).
Restricted Stock Agreement MARINER ENERGY, INC. AMENDED AND RESTATED STOCK INCENTIVE PLANRestricted Stock Agreement • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas • Texas
EMPLOYMENT AGREEMENTEmployment Agreement • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas • Texas
This Employment Agreement (“Agreement”) is made and entered into as of February 7, 2005 (the “Effective Date”), by and between Mariner Energy, Inc., a Delaware corporation (hereafter “Company”), and Ricky G. Lester (hereafter “Executive”).
MARINER ENERGY, INC. THE GUARANTORS PARTIES HERETO, AND WELLS FARGO BANK, N.A., AS TRUSTEE 7 1/2 % Senior Notes due 2013 INDENTURE Dated as of April 24, 2006Indenture • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas • Texas
INDENTURE dated as of April 24, 2006, among MARINER ENERGY, INC., a Delaware corporation (the “Company”), the GUARANTORS (as defined herein) and WELLS FARGO BANK, N.A., a national banking association, as trustee (the “Trustee”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas • Texas
This Amendment to Employment Agreement (this “Amendment”) is made and entered into as of June 8, 2006 (the “Effective Date”), by and between Mariner Energy, Inc., a Delaware corporation (the “Company”), and Michiel C. van den Bold (“Executive”).
AMENDMENT NO. 4Credit Agreement • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas • Texas
This Amendment No. 4 (“Agreement”) dated as of July 14, 2005 (“Effective Date”) is among Mariner Energy, Inc., a Delaware corporation (the “Borrower”), Mariner LP LLC, Mariner Energy Texas LP, and the Lenders (as defined below), and Union Bank of California, N.A., as administrative agent for such Lenders (in such capacity, the “Administrative Agent”) and as issuing lender for such Lenders (in such capacity, the “Issuing Lender”).
AMENDMENT NO. 5Credit Agreement • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas • Texas
Restricted Stock Agreement MARINER ENERGY, INC. AMENDED AND RESTATED STOCK INCENTIVE PLANRestricted Stock Agreement • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas • Texas
ARTICLE III. AMENDMENT TO CREDIT AGREEMENTAmendment No. 1 and Assignment Agreement • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas • Texas
MARINER ENERGY, INC. 71/2% Senior Notes due 2013 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas • New York
Mariner Energy, Inc., a Delaware corporation (the “Issuer”), propose to issue and sell to certain initial purchasers (collectively, the “Initial Purchasers”) named in that certain Purchase Agreement, dated April 19, 2006 (the “Purchase Agreement”), among the Issuer, the Guarantors (as defined below) and Lehman Brothers Inc. and J.P. Morgan Securities Inc., on behalf of the Initial Purchasers, upon the terms set forth therein, $300,000,000 aggregate principal amount of the Issuer’s 71/2% Senior Notes due 2013 (the “Securities”) to be issued pursuant to an indenture, dated as of the date hereof (the “Indenture”), among the Issuer, the Guarantors and Wells Fargo Bank, N.A., as trustee, which Securities will be unconditionally guaranteed on a senior unsecured basis by each of the Guarantors.
CONSULTING AGREEMENTConsulting Agreement • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas
This CONSULTING AGREEMENT to be effective as of August 16, 2006 (this “Agreement”), is executed by MARINER ENERGY, INC. (the “Company”), 2000 West Sam Houston Parkway South, Suite 2000, Houston, Texas 77042, and Ricky G. Lester (the “Consultant”). In consideration of the mutual promises set forth herein, it is agreed by and between the Company and the Consultant:
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas • Texas
This Amendment to Employment Agreement (this “Amendment”) is made and entered into as of June 8, 2006 (the “Effective Date”), by and between Mariner Energy, Inc., a Delaware corporation (the “Company”), and Teresa Bushman (“Executive”).
AMENDMENT NO. 1 AND CONSENTAmendment No. 1 and Consent • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas • Texas
This Amendment No. 1 and Consent (“Agreement”) dated as of April 7, 2006 (“Effective Date”) is among Mariner Energy, Inc., a Delaware corporation (the “Parent”), Mariner Energy Resources, Inc., a Delaware corporation (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 for such Lenders (in such capacity, the “Administrative Agent”) and as issuing lender for such Lenders (in such capacity, the “Issuing Lender”).
Mariner Energy, Inc. MEI Sub, Inc. 2101 CityWest Boulevard Building 4, Suite 900 Houston, Texas 77042Letter Agreement • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas • Delaware
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”) dated as of September 9, 2005, as amended, among Forest Oil Corporation (“Forest”), Forest Energy Resources, Inc. (“Spinco”), Mariner Energy, Inc. (the “Company”) and MEI Sub, Inc. (“Merger Sub,” and together with Forest, Spinco and the Company, the “Parties”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement. The Parties are entering into this letter agreement (this “Letter Agreement”) to amend the Transaction Agreements as described below.
MARINER ENERGY, INC. 71/2% Senior Notes due 2013 PURCHASE AGREEMENTPurchase Agreement • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas • New York
Lehman Brothers Inc. J.P. Morgan Securities Inc. BNP Paribas Securities Corp. Harris Nesbitt Corp. Raymond James & Associates, Inc. Wedbush Morgan Securities Inc.
ARTICLE III. AMENDMENT TO CREDIT AGREEMENTAmendment No. 3 and Consent • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas • Texas
AMENDMENT NO. 6, WAIVER AND AGREEMENTAmendment No. 6, Waiver and Agreement • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas • Texas
This Amendment No. 6, Waiver and Agreement (“Agreement”) dated as of January 20, 2006 (“Effective Date”) is among Mariner Energy, Inc., a Delaware corporation (the “Borrower”), Mariner LP LLC, a Delaware limited liability company (“Mariner LLC”), Mariner Energy Texas LP, a Delaware limited partnership (“Mariner LP,” and together with Mariner LLC, collectively referred to herein as the “Guarantors”), the Lenders (as defined below), and Union Bank of California, N.A., as administrative agent for such Lenders (in such capacity, the “Administrative Agent”) and as issuing lender for such Lenders (in such capacity, the “Issuing Lender”).
Mariner Energy, Inc. Mariner Energy Resources, Inc. One BriarLake Plaza, Suite 2000 2000 West Sam Houston Parkway South Houston, Texas 77042Letter Agreement • September 19th, 2006 • Mariner Energy Resources, Inc. • Crude petroleum & natural gas
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”) dated as of September 9, 2005, as amended, among Forest Oil Corporation (“Forest”), Mariner Energy Resources, Inc. (“Spinco”), Mariner Energy, Inc. (the “Company”), and MEI Sub, Inc. (now merged into Spinco). Forest, Spinco, and the Company are together referred to herein as the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement. The Parties are entering into this letter agreement (this “Letter Agreement”) to amend the Transaction Agreements as described below.
