EX-10.1


 Exhibit 10.1 

Execution Version 

SUPPLEMENTAL INDENTURE NO. 1 

SUPPLEMENTAL INDENTURE NO. 1, dated as of April 3, 2018 (this “Supplemental Indenture”), by and between Stone Energy
Corporation, a Delaware corporation (the “Issuer”), Stone Energy Offshore, L.L.C., as subsidiary guarantor (the “Subsidiary Guarantor”), and The Bank of New York Mellon Trust Company, N.A., as trustee (in such
capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”). 
 W I T N E S S
E T H 
 WHEREAS, the Issuer, the Subsidiary Guarantor, the Trustee and the Collateral Agent are party to that certain Indenture, dated as
of February 28, 2017 (the “Indenture”), providing for the issuance of the Issuer’s 7.500% Senior Secured Notes due 2022 (the “Notes”); 

WHEREAS, Section 1002 of the Indenture provides, inter alia, that, in certain circumstances, the Issuer, the Subsidiary Guarantor,
the Trustee and the Collateral Agent may amend the Indenture, the Notes and the other Note Documents with the consent of the Holders of not less than a majority in principal amount of the Outstanding Notes (the “Requisite
Consents”); 
 WHEREAS, Talos Production LLC, a Delaware limited liability company (“Talos Production”), and Talos
Production Finance Inc., a Delaware corporation (“Talos Finance” and, together with Talos Production, the “Talos Issuers”), have distributed an Offer to Exchange and Consent Solicitation Statement, dated
March 20, 2018 (the “Statement”), and an accompanying Consent and Letter of Transmittal to the holders of the Notes in connection with the offer to exchange the outstanding Notes and the concurrent solicitation (the
“Consent Solicitation”) of consents by the Holders of the Notes embodied in and evidenced by instruments signed by Holders (or agents thereof duly appointed in writing) by electronic transmission transmitted through the facilities
of the Depository (the “Consents”) to certain proposed amendments to the Indenture as further described in the Statement (the “Proposed Amendments”); 

WHEREAS, the aggregate principal amount of the Outstanding Notes (such term excluding Notes owned by controlling persons specified in the
definition thereof in the Indenture for purposes of determining whether Holders of the requisite principal amount of Notes have given any consent as of any date) on the date hereof is $87,562,157; 

WHEREAS, the Holders of approximately $75,500,000 (or 86%) (i.e., not less than a majority) in aggregate principal amount of the Outstanding
Notes) have validly delivered and not validly withdrawn Consents to the adoption of all of the Proposed Amendments effected by this Supplemental Indenture in accordance with the provisions of the Indenture, such amount of Consents having been
certified in writing by Global Bondholder Services Corporation, the exchange agent for the Consent Solicitation; and such Consents have been delivered to the Trustee and Collateral Agent; 

WHEREAS, having received the Requisite Consents, pursuant to Section 1002 of the Indenture, the Issuer desires to amend the Indenture,
the Notes and the other Note Documents (the “Amendment”); 

  
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 WHEREAS, in accordance with Section 1003 of the Indenture, the Issuer has delivered to the
Trustee and Collateral Agent an Officers’ Certificate and an Opinion of Counsel with respect to this Supplemental Indenture on the date hereof; and 

WHEREAS, pursuant to Sections 1002 and 1003 of the Indenture, the Trustee and Collateral Agent are authorized to execute and deliver this
Supplemental Indenture. 
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of
which is hereby acknowledged, in order to effect the Amendment, the parties mutually covenant and agree as follows: 
 ARTICLE I 

Defined Terms 

Section 1.1 Capitalized Terms. Capitalized terms used herein without being defined herein shall have the meanings assigned to them
in the Indenture. 
 ARTICLE II 

Amendments to Article 2—Definitions and Other Provisions of General Application 

Section 2.1 Section 201 of the Indenture is hereby amended by deleting from such section the following defined terms: Acquired
Indebtedness, Additional Assets, Asset Disposition, Asset Disposition Offer, Asset Disposition Offer Amount, Asset Disposition Offer Period, Asset Disposition Purchase Date, Asset Swap, Beneficial Owner, Borrowing Base, Cash Equivalents, Change of
Control, Consolidated Coverage Ratio, Consolidated EBITDA, Consolidated Income Tax Expense, Consolidated Interest Expense, Consolidated Net Income, Excluded Accounts, Grantors, Indebtedness, Investment Grade Rating, Investment Grade Rating Event,
Moody’s, Net Available Cash, Permitted Acquisition Indebtedness, Permitted Business Investment, Permitted Holder, Permitted Investment, Permitted Prior Liens, Rating Agency, Reporting Failure, Restricted Investment, S&P, Sale/Leaseback
Transaction, Subordinated Obligations, Voting Stock and any other defined terms references to which in the Indenture as amended by this Supplemental Indenture, have been eliminated as a result of the Proposed Amendments effected by this Supplemental
Indenture. 
 ARTICLE III 

Amendments to Article 6—Remedies 

Section 3.1 Section 601(3) of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below: 

“(3) [Intentionally omitted];”. 

Section 3.2 Section 601(4) of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below: 

“(4) [Intentionally omitted];”. 

  
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 Section 3.3 Section 601(5) of the Indenture is hereby deleted and amended and restated to
read in its entirety as set forth below: 
 “(5) [Intentionally omitted];”. 

Section 3.4 Section 601(6) of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below: 

“(6) [Intentionally omitted];”. 

Section 3.5 Section 601(7) of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below: 

“(7) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an
involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect of the Company, under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of
the Company, or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60
consecutive days; or”. 
 Section 3.6 Section 601(8) of the Indenture is hereby deleted and amended and restated to read in its
entirety as set forth below: 
 “(8) the commencement by the Company of a voluntary case or proceeding under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company or in an
involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition
or answer or consent seeking reorganization or relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts
generally as they become due, or the taking of corporate action by the Company in furtherance of any such action; or”. 

Section 3.7 Section 601(9) of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below: 

“(9) [Intentionally omitted];”. 

  
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 Section 3.8 Section 601(10) of the Indenture is hereby deleted and amended and restated to
read in its entirety as set forth below: 
 “(10) [Intentionally omitted];”. 

Section 3.1 Section 601(11) of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below: 

“(11) [Intentionally omitted];”. 

ARTICLE IV 
 Amendments
to Article 8—Holders’ Lists and Reports by Trustee and Company 
 Section 4.1 Section 804 of the Indenture is hereby
deleted and amended and restated to read in its entirety as set forth below: 
 “Section 804. [Intentionally omitted].”. 

ARTICLE V 
 Amendments to
Article 9—Consolidation, Merger, Conveyance, Transfer or Lease 
 Section 5.1 Section 901(3) of the Indenture is hereby
deleted and amended and restated to read in its entirety as set forth below: 
 “(3) [Intentionally omitted];”. 

ARTICLE VI 
 Amendments
to Article 11—Covenants 
 Section 6.1 Section 1107 of the Indenture is hereby deleted and amended and restated to read in its
entirety as set forth below: 
 “Section 1107. [Intentionally omitted].”. 

Section 6.2 Section 1110 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below: 

“Section 1110. [Intentionally omitted].”. 

Section 6.3 Section 1111 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below: 

“Section 1111. [Intentionally omitted].”. 

Section 6.4 Section 1112 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below: 

“Section 1112. [Intentionally omitted].”. 

  
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 Section 6.5 Section 1113 of the Indenture is hereby deleted and amended and restated to read
in its entirety as set forth below: 
 “Section 1113. [Intentionally omitted].”. 

Section 6.6 Section 1114 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below: 

“Section 1114. [Intentionally omitted].”. 

Section 6.7 Section 1115 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below: 

“Section 1115. [Intentionally omitted].”. 

Section 6.8 Section 1116 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below: 

“Section 1116. [Intentionally omitted].”. 

Section 6.9 Section 1117 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below: 

“Section 1117. [Intentionally omitted].”. 

Section 6.10 Section 1119 of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below: 

“Section 1119. [Intentionally omitted].”. 

ARTICLE VII 

Effectiveness 

Section 7.1 Effectiveness. This Supplemental Indenture shall be effective and binding immediately upon its execution and delivery
by the Company, the Subsidiary Guarantor, the Trustee and the Collateral Agent, and thereupon this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Note and Note Guarantee heretofore or hereafter authenticated
and delivered under the Indenture shall be bound hereby. Except as modified and amended by this Supplemental Indenture, all provisions of the Indenture shall remain in full force and effect. Notwithstanding the foregoing, the provisions of Articles
II through VI hereof shall not become operative until immediately prior to the delivery of, as the case may be, the Total Consideration (as defined in the Statement) or the Exchange Consideration (as defined in the Statement) on the Settlement Date
(as defined in the Statement). 

  
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 ARTICLE VIII 

Miscellaneous 

Section 8.1 Incorporation. All provisions of this Supplemental Indenture shall be deemed to be incorporated in, and made a part
of, the Indenture, and the Indenture, as amended and supplemented by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument. 

Section 8.2 Third Parties. Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the
parties hereto and their successors under the Indenture and the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under the Indenture. 

Section 8.3 Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK. 
 Section 8.4 Conflict with Trust Indenture Act. If any provision of this Supplemental Indenture limits, qualifies
or conflicts with any provision of the Trust Indenture Act that may not be so limited, qualified or conflicted with, such provision of the Trust Indenture Act shall control. If any provision of this Supplemental Indenture modifies or excludes any
provision of the Trust Indenture Act that may be so modified or excluded, such provision of the Trust Indenture Act shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be. 

Section 8.5 Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or electronic (including in “.pdf” or “tif” format) transmissions shall
constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or
electronically (including in “.pdf” or “tif” format) shall be deemed to be their original signatures for all purposes. 

Section 8.6 Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the
construction hereof. 
 Section 8.7 The Trustee and Collateral Agent. The Trustee and Collateral Agent shall not be responsible
in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer. 

Section 8.8 Successors. All agreements of the Issuer in this Supplemental Indenture shall bind its successors, except as otherwise
provided in this Supplemental Indenture. All agreements of the Trustee and Collateral Agent in this Supplemental Indenture shall bind their successors. 

  
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 Section 8.9 Severability Clause. In case any provision in this Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

[Remainder of page intentionally left blank.] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 1 to be
duly executed as of the date first written above. 
  

			
	ISSUER
	
	STONE ENERGY CORPORATION
		
	By:	 	 /s/ Kenneth H. Beer

	Name:	 	Kenneth H. Beer
	Title:	 	Executive Vice President and Chief Financial Officer
	
	SUBSIDIARY GUARANTOR
	
	STONE ENERGY OFFSHORE, L.L.C.
		
	By:	 	 /s/ Kenneth H. Beer

	Name:	 	Kenneth H. Beer
	Title:	 	Executive Vice President and Chief Financial Officer
	
	TRUSTEE 
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., not in its individual capacity but solely as Trustee
		
	By:	 	 /s/ R. Tarnas

	Name:	 	R. Tarnas
	Title:	 	Vice President
	
	COLLATERAL AGENT 
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., not in its individual capacity but solely as Collateral Agent
		
	By:	 	 /s/ R. Tarnas

	Name:	 	R. Tarnas
	Title:	 	Vice President


 [Signature Page to Supplemental Indenture No. 1]