[Bank of America, N.A. Letterhead]
May 19, 2000
Mariner Energy, Inc.
000 XxxxXxxx Xxxx Xxxx., Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Gentlemen:
Reference is made to that certain Xxxxxxx and Restated Credit Agreement
dated June 28, 1999 among Mariner Energy, Inc., a Delaware corporation
("Borrower"), Bank of America, N.A. (fka NationsBank, N.A.), a national banking
association, as Administrative Agent (the "Agent") and Bank of America, N.A.
(fka NationsBank, N.A.), as amended by that certain First Amendment to Amended
and Restated Credit Agreement dated December 31, 1999, among Borrower, Agent,
Toronto Dominion (Texas), Inc., as Co-Agent ("Co-Agent") and the financial
institutions listed on Schedule 1 thereto (the "Banks"). Said Amended and
Restated Credit Agreement, as amended by said First Amendment to Amended and
Restated Credit Agreement, is referred to herein as the "Credit Agreement".
Capitalized terms used herein but not otherwise defined herein shall have the
respective meanings given thereto in the Credit Agreement.
Pursuant to the provisions, procedures and standards set forth in Section
4.2 of the Credit Agreement, Agent has determined that, from and after the date
of this letter until a new Borrowing Base has been approved in accordance with
the requirements of the Credit Agreement, the Borrowing Base shall be
$70,000,000.00. Agent has received the approval by all Banks of the change in
the Borrowing Base described herein.
Except for the change in the Borrowing Base described herein, the Credit
Agreement shall remain unchanged, and the terms, conditions and covenants of the
Credit Agreement shall continue and be binding upon Borrower, Agent, Co-Agent
and the Banks.
THE CREDIT AGREEMENT, AS MODIFIED BY THIS LETTER, REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
To evidence your agreement to the foregoing, please execute in the space
designated below.
BANK OF AMERICA, N.A., as Administrative Agent
/s/ Xxxxx X. Xxxxxx
---------------------------------
Xxxxx X. Xxxxxx
Vice President
ACKNOWLEDGED AND AGREED TO:
MARINER ENERGY, INC.
/s/ Xxxxx X. Xxxx
---------------------------------
Name: Xxxxx X. Xxxx
Title: VP of Finance & CFO
