MARINER ENERGY, INC. 8% Senior Notes due 2017 Underwriting AgreementMariner Energy Inc • April 26th, 2007 • Crude petroleum & natural gas • New York
Mariner Energy, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $300,000,000 principal amount of its 8% Senior Notes due 2017 (the “Notes”). The Notes will be issued pursuant to an Indenture to be dated as of April 30, 2007 (the “Indenture”) between the Company, the Guarantors (defined below) and Wells Fargo Bank, N.A., as trustee (the “Trustee”). The Company’s obligations under the Notes, including the due and punctual payment of interest on the Notes, will be unconditionally guaranteed (the “Guarantees”) by Mariner Energy Resources, Inc., a Delaware corporation, Mariner LP LLC, a Delaware limited liability company, and Mariner Energy Texas LP, a Delaware limited partnership, (together the “Guarantors”). As used herein, the term “Securities” shall include the Guarantees, unless the context otherwise requires.
