exv10w9



 





Exhibit 10.9




STONE ENERGY CORPORATION




AMENDMENT NO. 1 TO THE FOURTH AMENDED

AND RESTATED CREDIT AGREEMENT




     This Amendment No. 1 dated as of October 31, 2003 (the “Agreement”) is
among Stone Energy Corporation, a Delaware corporation (“Borrower”), the banks
party to the Credit Agreement described below (“Banks”) and Bank of America,
N.A., as Administrative Agent for the Banks (“Administrative Agent”).



INTRODUCTION




     A. Borrower, Administrative Agent, and the Banks are parties to the Fourth
Amended and Restated Credit Agreement dated as of December 20, 2001 (the
“Credit Agreement”).



     B. Borrower has requested that the Banks (i) increase the Borrowing Base
under the Credit Agreement, (ii) extend the maturity of the Credit Agreement,
and (iii) amend certain negative covenants in the Credit Agreement.



     C. In addition, the Banks and Borrower have agreed to amend Exhibit B to
the Credit Agreement.



     THEREFORE, Borrower, Administrative Agent 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. Borrowing Base Increase. In accordance with Section 2.2(b) of
the Credit Agreement, the Banks hereby increase the Borrowing Base under the
Credit Agreement to $350,000,000, effective November 1, 2003.



     Section 3. Amendment. Effective as of the date specified in Section 6 of
this Agreement, the Credit Agreement is amended as follows:



          (a) The definition of “EBITDA” in Section 1.1 of the Credit Agreement is
hereby 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,
excluding extraordinary items and non-cash accretion expense
(in accordance with SFAS No. 143), 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 “Maturity Date” in Section 1.1 of the Credit
Agreement is hereby amended to read in its entirety as follows:




     “Maturity Date” means the earlier of (a) June 20, 2005
and (b) the earlier termination in whole of the Commitments
pursuant to Section 2.1(b) or Article VII.



          (c) In Section 6.1(j) of the Credit Agreement, the reference to the dollar
amount “$5,000,000” is hereby amended to read “$10,000,000”.



          (d) In Section 6.4(b) of the Credit Agreement, the reference to the dollar
amount “$5,000,000” is hereby amended to read “$15,000,000”.



          (e) Exhibit B to the Credit Agreement is hereby deleted and replaced in
full by Exhibit B to this Agreement.



 









 





     Section 4. Amendment Fees. The Borrower promises to pay to
Administrative Agent, for the benefit of each Bank, an amendment fee in an
amount equal to 0.125% of such Bank’s Commitment.



     Section 5. Representations and Warranties.



          (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 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, no Default or Event of
Default has occurred and is continuing.



     Section 6. Effectiveness. This Agreement, including the amendments
contained in Section 3 of this Agreement, shall become effective upon the
occurrence of all of the following: (i) the Majority Banks’ and the Borrower’s
duly and validly executing originals of this Agreement, (ii) the
representations and warranties in this Agreement being true and correct in all
material respects, and (iii) the payment in full by the Borrower of the fees
specified in Section 4 of this Agreement.



     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.