THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS CONTAINED IN THIS SECTION. AS USED IN THIS SECTION, "SPECIAL
DAMAGES" INCLUDES ALL SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES
(REGARDLESS OF HOW NAMED), BUT DOES NOT INCLUDE ANY PAYMENT OR FUNDS WHICH ANY
PARTY HERETO HAS EXPRESSLY PROMISED TO PAY OR DELIVER TO ANY OTHER PARTY HERETO.
(e) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN 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.
[Remainder of page intentionally left blank; signatures follow.]
[EXHIBIT C TO CREDIT AGREEMENT]
EXECUTED as of the date first above written.
STONE ENERGY OFFSHORE, L.L.C.
Through its sole member,
STONE ENERGY CORPORATION
By:
Name:
David H. Welch
Title:
President and Chief
Executive Officer
By:
Name:
Kenneth H. Beer
Title:
Executive Vice President and Chief Financial Officer
[EXHIBIT C TO CREDIT AGREEMENT]
EXHIBIT D
FORM OF NOTE
$[_______]
[date]
For value received, the undersigned Stone Energy Corporation, a Delaware
corporation ("Borrower"), hereby promises to pay to [
] ("Bank") or
registered assigns the principal amount of [ ] and [ ]/100 Dollars ($[
])
or, if less, the aggregate outstanding principal amount of each Advance (as
defined in the Credit Agreement referred to below) made by the Bank to the
Borrower, together with accrued but unpaid interest on the principal amount of
each such Advance from the date of such Advance until such principal amount is
paid in full, at such interest rates, and at such times, as are specified in the
Credit Agreement.
This Note ("Note") is one of the Notes referred to in, and is entitled to
the benefits of, and is subject to the terms of, the Third Amended and Restated
Credit Agreement dated as of April 26, 2011 (as the same may be modified from
time to time, the "Credit Agreement"), among the Borrower, the banks named
therein ("Banks"), and Bank of America, N.A., as administrative agent for the
Banks ("Agent"). Capitalized terms used herein but not defined herein shall have
the meanings specified by the