AMENDMENT NO. 1 AND CONSENTAmendment No. 1 and Consent • April 13th, 2006 • Mariner Energy 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. Mariner Energy Resources, Inc. One BriarLake Plaza, Suite 2000 2000 West Sam Houston Parkway South Houston, Texas 77042Merger Agreement • April 13th, 2006 • Mariner Energy 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.
