EX-10.1


 Exhibit 10.1 

SECOND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT 

This SECOND AMENDMENT (this “Second Amendment”) to the Restructuring Support Agreement, dated as of October 20,
2016 and as amended by that certain First Amendment to Restructuring Support Agreement, dated as of November 4, 2016 (the “First Amendment”), by and among (i) the Stone Parties (as defined therein) and (ii) the
Consenting Noteholders (as defined therein) (together with the schedules, annexes and exhibits (including the term sheet) attached thereto, as amended by the First Amendment, the “Restructuring Support Agreement”), is being
entered into as of November 9, 2016, by and among (i) the Stone Parties (as defined in the Restructuring Support Agreement) and (ii) the undersigned Consenting Noteholders (as defined in the Restructuring Support Agreement). This
Second Amendment collectively refers to the Stone Parties and the Consenting Noteholders as the “Parties” and each individually as a “Party.” Capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Restructuring Support Agreement. 
 WHEREAS, the Parties desire to further amend the terms of
the Restructuring Support Agreement to further extend the deadline for commencement of the solicitation in respect of the Plan as set forth on Schedule 1 from November 10, 2016, to November 15, 2016 (collectively, the “Proposed
Amendment”); 
 WHEREAS, pursuant to Section 28 of the Restructuring Support Agreement, the Proposed Amendment
requires the prior written consent of the Stone Parties and the Required Consenting Noteholders; and 
 WHEREAS, the undersigned
Consenting Noteholders, taken as a whole, satisfy the definition of Required Consenting Noteholders as it applies to the Proposed Amendment. 

NOW, THEREFORE, in consideration of the promises, mutual covenants, and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties, intending to be legally bound, hereby agrees as follows: 
  

	 	1.	Amendment to Schedule 1. The first paragraph (paragraph (a)) of Schedule 1 of the Restructuring Support Agreement be, and it hereby is, amended and restated in its entirety to read: 


“the Stone Parties shall commence the solicitation in respect of the Plan, no later than November 15, 2016;” 

 

	 	2.	Miscellaneous. 

  

	 	a.	 Sections 15 (Fees and Expenses), 16 (Consents and Acknowledgments), 18 (Survival of Agreement), 19 (Settlement),
20 (Relationship Among Parties), 21 (Specific Performance), 22 (Governing Law and Consent to Jurisdiction and Venue), 23 (WAIVER OF RIGHT TO TRIAL BY JURY), 24 (Successors and Assigns), 25 (No Third-Party Beneficiaries), 26 (Notices), 28
(Amendments), 29 (Reservation of Rights), 30 (Counterparts), 31 (Public Disclosure), 32 (Creditors’ Committee), 33 (Severability), 35 (Time Periods), 









	 	
36 (Headings), 37 (Interpretation) and 38 (Remedies Cumulative; No Waiver) be, and each of them hereby is, incorporated by reference, mutatis mutandis, as if such provisions were set forth fully
herein. 

  

	 	b.	This Second Amendment, together with the Restructuring Support Agreement, as amended hereby, constitute the complete and exclusive statement of agreement among the Stone Parties and the Consenting Noteholders with
respect to the subject matter hereof and thereof, and supersede all prior written and oral statements by and among the Stone Parties and the Consenting Noteholders or any of them. 


 

	 	c.	Except as specifically amended hereby, the Restructuring Support Agreement shall remain in full force and effect. 


[Signature pages follow] 

  
 2 







 IN WITNESS WHEREOF, the Parties have executed this Second Amendment as of the date set
forth above. 
  

			
	STONE ENERGY CORPORATION,
	a Delaware corporation
		
	By:	 	/s/ Kenneth H. Beer
		 	Kenneth H. Beer, Executive Vice President and Chief Financial Officer
	
	STONE ENERGY OFFSHORE, L.L.C.,
	a Delaware limited liability company, by
	
	Stone Energy Corporation, its sole member
		
	By:	 	/s/ Kenneth H. Beer
		 	Kenneth H. Beer, Executive Vice President and Chief Financial Officer
	
	STONE ENERGY HOLDING, L.L.C.,
	a Delaware limited liability company, by
	
	Stone Energy Corporation, it sole member
		
	By:	 	/s/ Kenneth H. Beer
		 	Kenneth H. Beer, Executive Vice President and Chief Financial Officer



  
 [Signature Page to Second
Amendment to Restructuring Support Agreement – Stone Parties]