exv10w14



 





Exhibit 10.14




Execution Version




AMENDMENT NO. 4 AND WAIVER




     This Amendment No. 4 and Waiver dated as of July 12, 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, and Amendment No. 3 and Waiver dated as of June 16,
2006 (as so amended, the “Credit Agreement”).



     B. Borrower has requested that the Banks (i) amend the Credit Agreement to increase the
sublimit for Letters of Credit issued thereunder to $75,000,000 and (ii) waive any default under
Section 2.6(a)(i)(A) of the Credit Agreement caused by the issuance of Issuing Bank’s Letter of
Credit #3083069 on July 7, 2006 for the Borrower’s account, for the benefit of BP Exploration &
Production, Inc., in the face amount of $34,000,000, and with an expiration date of June 5, 2007
(the “Acquisition L/C”).



     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 6 of this
Agreement, Section 2.6(a)(i)(A) of the Credit Agreement is amended to delete the reference therein
to “$50,000,000” and replace it with a reference to “$75,000,000”.



     Section 3. Waiver. Notwithstanding any provisions in the Credit Agreement and the
other Credit Documents to the contrary, the Banks hereby waive any existing Default or Event of
Default under Section 2.6(a)(i)(A) of the Credit Agreement caused by the issuance of the
Acquisition L/C. This waiver is limited to the extent described herein and shall not be construed
to be a waiver of any other default or condition under or action prohibited by the Credit
Agreement. The Agent and the Banks reserve the right to exercise any rights and remedies available
to them in connection with any future defaults or unmet conditions precedent under the Credit
Agreement or any other provision of any Credit Document.



     Section 4. 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 5. 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 6. 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 shall have 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 7. 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. 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.



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     Section 8. Choice of Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Texas.



     Section 9. 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. 4 and Waiver




 









 





	 	 	 	 	 
	 	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. 4 and Waiver




 









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.

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



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

NESBITT FINANCING, INC.

 	 
	 	By:  	/s/ Mary Lou Allen
 	 
	 	Name:  	Mary Lou Allen 	 
	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 4 and Waiver




 









 





	 	 	 	 	 
	 	UNION BANK OF CALIFORNIA, N.A.

 	 
	 	By:  	/s/Alison Fuqua
 	 
	 	Name:  	Alison Fuqua 	 
	 	Title:  	Investment Banking Officer 	 
	 



Signature Page to Amendment No. 4 and Waiver




 









 





	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:	 	 
	 



Signature Page to Amendment No. 4 and Waiver




 









 





	 	 	 	 	 
	 	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. 4 and Waiver




 









 





	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC

 	 
	 	By:  	/s/Robert E. Poirrier Jr.
 	 
	 	Name:  	Robert E. Poirrier Jr. 	 
	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 4 and Waiver




 









 





	 	 	 	 	 
	 	UFJ BANK LIMITED

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



Signature Page to Amendment No. 4 and Waiver




 









 





	 	 	 	 	 
	 	WHITNEY NATIONAL BANK

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



Signature Page to Amendment No. 4 and Waiver




 









 





	 	 	 	 	 
	 	COMERICA BANK

 	 
	 	By:  	/s/Huma Vadgama
 	 
	 	Name:  	Huma Vadgama 	 
	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 4 and Waiver




 









 





	 	 	 	 	 
	 	MIZUHO CORPORATE BANK, LTD.

 	 
	 	By:  	/s/Takahiko Ueda
 	 
	 	Name:  	Takahiko Ueda 	 
	 	Title:  	Deputy General Manager 	 


Signature Page to Amendment No. 4 and Waiver




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF SCOTLAND

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



Signature Page to Amendment No. 4 and Waiver




 









 





	 	 	 	 	 
	 	HIBERNIA NATIONAL BANK

 	 
	 	By:  	/s/David R. Reid
 	 
	 	Name:  	David R. Reid 	 
	 	Title:  	Senior Vice President 	 
	 



Signature Page to Amendment No. 4 and Waiver




 









 





	 	 	 	 	 
	 	NATEXIS BANQUES POPULAIRES

 	 
	 	By:  	/s/Donovan C. Broussard
 	 
	 	Name:  	Donovan C. Broussard 	 
	 	Title:  	Vice President & Group Manager 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                              /s/Daniel Payer
 	 
	 	Name:  	Daniel Payer 	 
	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 4 and Waiver