EX-10.3



 Exhibit 10.3 

FOURTH SUPPLEMENTAL INDENTURE 

FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 7, 2015, among SEO A LLC, a Delaware
limited liability company, and SEO B LLC, a Delaware limited liability company (each a “New Subsidiary Guarantor” and, together, the “New Subsidiary Guarantors”), each a subsidiary of Stone Energy
Corporation, a Delaware corporation (the “Company”), the Company, the existing Subsidiary Guarantor (as defined in the Indenture referred to herein) and The Bank of New York Mellon Trust Company, N.A., as trustee under the
Indenture referred to herein (the “Trustee”). The New Subsidiary Guarantors and the existing Subsidiary Guarantor are sometimes referred to collectively herein as the “Subsidiary Guarantors”, or individually
as a “Subsidiary Guarantor.” 
 W I T N E S S E T H 

WHEREAS, the Company and the existing Subsidiary Guarantor have heretofore executed and delivered to the Trustee an indenture, dated as of
January 26, 2010, and a Second Supplemental Indenture (herein so called), dated as of November 8, 2012, relating to the 7.500% Senior Notes due 2022 (the “Securities”) of the Company; 

WHEREAS, Section 1117 of the Second Supplemental Indenture obligates the Company to cause certain Restricted Subsidiaries to become
Subsidiary Guarantors by executing a supplemental indenture as provided in such Section; and 
 WHEREAS, pursuant to Section 1001 of
the Second Supplemental Indenture, the Company, the Subsidiary Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture without the consent of any Holder; 

NOW THEREFORE, to comply with the provisions of the Second Supplemental Indenture and in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantors, the existing Subsidiary Guarantor, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the
Securities as follows: 
 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to
them in the Second Supplemental Indenture. 
 2. AGREEMENT TO GUARANTEE. Each New Subsidiary Guarantor hereby agrees, jointly and
severally, with all other Subsidiary Guarantors, to fully and unconditionally Guarantee to each Holder and to the Trustee the Obligations, to the extent set forth in Article Sixteen of the Second Supplemental Indenture and subject to the
provisions thereof. The obligations of the Subsidiary Guarantors to the Holders of Securities and to the Trustee pursuant to the Subsidiary Guarantees and the Indenture are expressly set forth in Article Sixteen of the Second Supplemental
Indenture and reference is hereby made to such Article for the precise terms of the Subsidiary Guarantees. 
 3. NEW YORK LAW TO
GOVERN. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE AND ENFORCE THIS SUPPLEMENTAL INDENTURE. 

4. 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. This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument. 

5. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 

6. RECITALS AND THE EFFECT OF THIS SUPPLEMENTAL INDENTURE. The recitals contained herein shall be taken as statements of the New Subsidiary
Guarantors, the Company and the existing Subsidiary Guarantor, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. Except as
specifically supplemented above, the Indenture, the Notes, and the Subsidiary Guarantees are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. 







 7. THE TRUSTEE. Except as otherwise expressly provided herein, no duties, responsibilities
or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the
Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. 

[Signature Page Follows.] 







 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written. 
  

			
	STONE ENERGY CORPORATION
		
	    By:	 	 /s/ David H. Welch

	    Name:	 	David H. Welch
	    Title:	 	Chairman, President and Chief Executive Officer
		
	    By:	 	 /s/ Kenneth H. Beer

	    Name:	 	Kenneth H. Beer
	    Title:	 	Executive Vice President and Chief Financial Officer
	
	STONE ENERGY OFFSHORE, L.L.C.
	Through its sole member,
	STONE ENERGY CORPORATION
		
	    By:	 	 /s/ David H. Welch

	    Name:	 	David H. Welch
	    Title:	 	Chairman, President and Chief Executive Officer
		
	    By:	 	 /s/ Kenneth H. Beer

	    Name:	 	Kenneth H. Beer
	    Title:	 	Executive Vice President and Chief Financial Officer


 Signature Page to Fourth Supplemental Indenture 







 
			
	SEO A LLC, as a Subsidiary Guarantor,
	Through its sole member,
	STONE ENERGY CORPORATION
		
	    By:	 	 /s/ David H. Welch

	    Name:	 	David H. Welch
	    Title:	 	Chairman, President and Chief Executive Officer
		
	    By:	 	 /s/ Kenneth H. Beer

	    Name:	 	Kenneth H. Beer
	    Title:	 	Executive Vice President and Chief Financial Officer
	
	SEO B LLC, as a Subsidiary Guarantor,
	Through its sole member,
	STONE ENERGY CORPORATION
		
	    By:	 	 /s/ David H. Welch

	    Name:	 	David H. Welch
	    Title:	 	Chairman, President and Chief Executive Officer
		
	    By:	 	 /s/ Kenneth H. Beer

	    Name:	 	Kenneth H. Beer
	    Title:	 	Executive Vice President and Chief Financial Officer


 Signature Page to Fourth Supplemental Indenture 







 
			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
	as Trustee
		
	    By:	 	 /s/ Jonathan Glover

	    Name:	 	Jonathan Glover
	    Title:	 	Vice President


 Signature Page to Fourth Supplemental Indenture