exv10w15



 





Exhibit 10.15




Execution Version




AMENDMENT NO. 5




     This Amendment No. 5 dated as of December 31, 2006 (the “Agreement”) is among Stone
Energy Corporation, a Delaware corporation (“Borrower”), the financial institutions party
to the Credit Agreement described below as Banks (“Banks”), and Bank of America, N.A., as
Agent for the Banks (“Agent”) and as Issuing Bank (“Issuing Bank”).



INTRODUCTION




     A. The Borrower, the Banks, the Issuing Bank, and the Agent have entered into the
Credit Agreement dated as of April 30, 2004, as amended by Amendment No. 1 dated as of December 14,
2004, Amendment No. 2 dated as of March 28, 2006, Amendment No. 3 and Waiver dated as of June 16,
2006, and Amendment No. 4 and Waiver dated as of July 12, 2006 (as so amended, the “Credit
Agreement”).



     B. Borrower has requested that the Banks amend the definitions of “EBITDA”, “Net
Income”, and “Tangible Net Worth” in the Credit Agreement.



     THEREFORE, in fulfillment of the foregoing, Borrower, Agent, the Issuing Bank, and the Banks
hereby agree as follows:



     Section 1. Definitions; References. Unless otherwise defined in this
Agreement, each term used in this Agreement which is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement.



     Section 2. Amendment. Effective as of the date specified in Section
5 of this Agreement, the Credit Agreement is amended as follows:



          (a) The definition of “EBITDA” in Section 1.1 of the Credit Agreement shall be
amended to read in its entirety as follows:





     “EBITDA” means, with respect to any Person and for any period of its
determination, the consolidated Net Income of such Person for such period, plus the
consolidated interest expense, income taxes, depreciation, depletion, and
amortization of such Person for such period.



          (b) The definition of “Net Income” in Section 1.1 of the Credit Agreement
shall be amended to read in its entirety as follows:





     “Net Income” means, for any Person and for any period of its
determination, the net income of such Person determined in accordance with GAAP,
excluding, without duplication, the non-cash impact of (a) impairments, (b) full
cost ceiling test write downs, (c) gains or losses on sale of property, (d)
extraordinary items, and (e) accretion expense (in accordance with SFAS No. 143).



          (c) The definition of “Tangible Net Worth” in Section 1.1 of the Credit
Agreement shall be amended to read in its entirety as follows:




 









 









     “Tangible Net Worth” means, for any Person that is a corporation and as
of the date of its determination, the consolidated Net Worth of such Person,
excluding all consolidated intangible assets of such Person, as determined in
accordance with GAAP, and excluding the non-cash impact on retained earnings of (a)
impairments, (b) full cost ceiling test write downs, and (c) gains or losses on sale
of property.



     Section 3. Reaffirmation of Liens.



          (a) The Borrower (i) is party to certain Security Documents securing and supporting
the Borrower’s obligations under the Credit Documents, (ii) represents and warrants that it has no
defenses to the enforcement of the Security Documents and that according to their terms the
Security Documents will continue in full force and effect to secure the Borrower’s obligations
under the Credit Documents, as the same may be amended, supplemented, or otherwise modified, and
(iii) acknowledges, represents, and warrants that the liens and security interests created by the
Security Documents are valid and subsisting and create an Acceptable Security Interest in the
Collateral to secure the Borrower’s obligations under the Credit Documents, as the same may be
amended, supplemented, or otherwise modified.




          (b) The delivery of this Agreement does not indicate or establish a requirement that
any Guaranty or Security Document requires the Borrower’s or any Guarantor’s approval of amendments
to the Credit Agreement.




     Section 4. Representations and Warranties. The Borrower represents and
warrants to the Agent and the Banks that:



          (a) the representations and warranties set forth in the Credit Agreement and in the
other Credit Documents are true and correct in all material respects as of the date of this
Agreement;




          (b) (i) the execution, delivery, and performance of this Agreement are within the
corporate power and authority of the Borrower and have been duly authorized by appropriate
proceedings and (ii) this Agreement constitutes a legal, valid, and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its terms, except as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights
of creditors generally and general principles of equity; and




          (c) as of the effectiveness of this Agreement and after giving effect thereto, no
Default or Event of Default has occurred and is continuing.




     Section 5. Effectiveness. This Agreement shall become effective as of the
date hereof, and the Credit Agreement shall be amended as provided herein, upon the occurrence of
all of the following: (a) the Majority Banks’ and the Borrower’s duly and validly executing
originals of this Agreement and delivery thereof to the Agent, (b) the representations and
warranties in this Agreement being true and correct in all material respects before and after
giving effect to this Agreement, and (c) the Borrower’s having paid all costs, expenses, and fees
which have been invoiced and are payable pursuant to Section 9.4 of the Credit Agreement or
any other written agreement.



     Section 6. Effect on Credit Documents. Except as amended herein, the Credit
Agreement and the Credit Documents remain in full force and effect as originally executed, and
nothing herein shall act as a waiver of any of the Agent’s or Banks’ rights under the Credit
Documents, as amended. This Agreement is a Credit Document for the purposes of the provisions of
the other Credit Documents.



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Without limiting the foregoing, any breach of representations, warranties, and covenants under
this Agreement may be a Default or Event of Default under other Credit Documents.




     Section 7. Choice of Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Texas.



     Section 8. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original.



[The remainder of this page has been left blank intentionally.]






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     THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS, AS DEFINED IN THE CREDIT AGREEMENT,
REPRESENT THE FINAL AGREEMENT AMONG 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.



     EXECUTED as of the date first set forth above.



	 	 	 	 	 
	 	BORROWER:





STONE ENERGY CORPORATION

 	 
	 	By:  	/s/Kenneth H. Beer
 	 
	 	Name:  	Kenneth H. Beer 	 
	 	Title:  	Senior Vice President and Chief Financial
Officer 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                             /s/J. Kent Pierret
 	 
	 	Name:  	J. Kent Pierret 	 
	 	Title:  	Senior Vice President, Chief Accounting

Officer and Treasurer 	 
	 



Signature Page to Amendment No. 5




 









 





	 	 	 	 	 
	 	AGENT AND ISSUING BANK: 





BANK OF AMERICA, N.A., as Agent and Issuing Bank

 	 
	 	By:  	/s/ Ronald E. McKaig
 	 
	 	Name:  	Ronald E. McKaig 	 
	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	BANKS:





BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Ronald E. McKaig
 	 
	 	Name:  	Ronald E. McKaig 	 
	 	Title:  	Senior Vice President 	 
	 



Signature Page to Amendment No. 5




 









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/Jo Linda Papadakis
 	 
	 	Name:  	Jo Linda Papadakis 	 
	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 5




 









 





	 	 	 	 	 
	 	BMO CAPITAL MARKETS FINANCING, INC. F/K/A HARRIS 

NESBITT FINANCING, INC.

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



Signature Page to Amendment No. 5




 









 






	 	 	 	 	 
	 	UNION BANK OF CALIFORNIA, N.A.	 
	 	 	 
	 	By:  	                                              s/Alison Fuqua
 	 
	 	Name:  	Alison Fuqua 	 
	 	Title:  	Investment Banking Officer 	 
	 



Signature Page to Amendment No. 5




 









 





	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION 

 	 
	 	By:  	/s/Justin M. Alexander
 	 
	 	Name:  	Justin M. Alexander 	 
	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 5




 









 





	 	 	 	 	 
	 	BNP PARIBAS

 	 
	 	By:  	/s/ Douglas R. Liftman         /s/ Polly Schott
 	 
	 	Name:  	Douglas R. Liftman              Polly Schott 	 
	 	Title:  	Managing Director                Vice President 	 
	 



Signature Page to Amendment No. 5




 









 





	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC 

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



Signature Page to Amendment No. 5




 









 





	 	 	 	 	 
	 	UFJ BANK LIMITED

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



Signature Page to Amendment No. 5




 









 





	 	 	 	 	 
	 	WHITNEY NATIONAL BANK

 	 
	 	By:  	/s/Trudy W. Nelson
 	 
	 	Name:  	Trudy W. Nelson 	 
	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 5




 









 





	 	 	 	 	 
	 	COMERICA BANK 

 	 
	 	By:  	/s/Josh Strong
 	 
	 	Name:  	Josh Strong 	 
	 	Title:  	Corporate Banking Officer 	 
	 



Signature Page to Amendment No. 5




 









 





	 	 	 	 	 
	 	MIZUHO CORPORATE BANK, LTD.

 	 
	 	By:  	/s/Leon Mo
 	 
	 	Name:  	Leon Mo 	 
	 	Title:  	Senior Vice President 	 
	 



Signature Page to Amendment No. 5




 









 





	 	 	 	 	 
	 	BANK OF SCOTLAND

 	 
	 	By:  	/s/Karen Weich
 	 
	 	Name:  	Karen Weich 	 
	 	Title 	Vice President
 	 
	 



Signature Page to Amendment No. 5




 









 





	 	 	 	 	 
	 	CAPITAL ONE, N.A. 

 	 
	 	By:  	/ s/Paul D. Hein
 	 
	 	Name:  	Paul D. Hein 	 
	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 5




 









 





	 	 	 	 	 
	 	NATIXIS

 	 
	 	By:  	/s/Louis P. Laville, III
 	 
	 	Name:  	Louis P. Laville, III 	 
	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                              /s/Timothy L. Polvado
 	 
	 	Name:  	Timothy L. Polvado 	 
	 	Title:  	Managing Director 	 
	 



Signature Page to Amendment No. 5