AMENDMENT AND RESTATEMENT NO. 1
This Amendment and Restatement No. 1 dated as of March 31, 1998
("Agreement") is among Stone Energy Corporation, a Delaware corporation
("Borrower"), the banks party to the Credit Agreement described below ("Banks"),
and NationsBank of Texas, N.A., as Agent for the Banks ("Agent").
INTRODUCTION
A. The Borrower, the Agent, and the Banks are parties to the Third
Amended and Restated Credit Agreement dated as of July 30, 1997 (the "Credit
Agreement").
B. The Borrower has requested that the Banks agree to increase the
commitments under the Credit Agreement and to make certain other amendments to
the Credit Agreement.
THEREFORE, the Borrower, the Agent, and the Banks hereby agree as
follows:
Section 1. Definitions; References. Unless otherwise defined in this
Agreement, terms used in this Agreement which are defined in the Credit
Agreement shall have the meanings assigned to such terms in the Credit
Agreement.
Section 2. Amendments.
(a) In Section 1.01:
(i) the definition of Applicable Margin is amended in its entirety to read
as follows:
"Applicable Margin" means, for any day, the following
percentages based upon the ratio of (a) the aggregate
outstanding amount of Revolving Advances plus the Letter of
Credit Exposure to (b) the Borrowing Base as of such day:
Ratio of Outstanding
Revolving Advances Applicable Margin Applicable Margin Applicable Margin
to Borrowing Base Base Rate Advances Eurodollar Advances Commitment Fees
- -------------------- ------------------ ------------------- ----------------
<.60 0.00% 0.75% 0.25%
>=.60 and >.80 0.00% 1.00% 0.30%
>=.80 0.00% 1.25% 0.375%
(ii) the definition of "Revolving Maturity Date" is amended by
substituting "July 30, 2001" for "July 30, 2000".
(b) Paragraph (a) of Section 2.02 is amended in its entirety to read as
follows:
(a) The Borrowing Base as of March 31, 1998 has been set by
the Majority Banks and acknowledged by the Borrower as $120,000,000.
(c) Paragraph (a)(i) of Section 2.07 is amended in its entirety to read
as follows:
(i) The Borrower agrees to pay to the Agent for the account of
each Bank a commitment fee per annum equal to the Applicable Margin for
commitment fees in effect from time to time on the average daily amount
by which such Bank's Pro Rata Share of the Borrowing Base exceeds the
sum of such Bank's outstanding Revolving Advances and such Bank's Pro
Rata Share of the Letter of Credit Exposure, from March 31, 1998 until
the Revolving Maturity Date.
Section 3. Increase in Revolving Commitments. The Borrower, the Agent,
and the Banks hereby agree that the Revolving Commitments of the Banks under the
Credit Agreement shall be modified to reflect the Revolving Commitments for the
Banks set forth on the attached Schedule 1 and upon the effectiveness of this
Agreement pursuant to Section 5 below, each such Bank's Revolving Commitment
shall be the Revolving Commitment set forth on the attached Schedule 1 (such
Revolving Commitment being subject to further amendment, reduction or
termination pursuant to the terms of the Credit Agreement).
Section 4. Representations and Warranties. The Borrower represents and
warrants to the Agent and the Banks that:
(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, the
replacement promissory notes referred to below, and the reaffirmation of
guaranties referred to below are within
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the corporate power and authority of the Borrower and its Subsidiaries, as
applicable, and have been duly authorized by appropriate proceedings and (ii)
each of this Agreement, the replacement promissory notes and the Guaranties
constitutes a legal, valid, and binding obligation of the Borrower and its
Subsidiaries, as applicable, 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 5.Effectiveness. This Agreement shall become effective as of the
date of this Agreement, and the Credit Agreement shall be amended as provided in
this Agreement upon the occurrence of the following conditions precedent:
(a) the Borrower, the Agent, and the Banks shall have delivered duly
and validly executed originals of this Agreement to the Agent;
(b) the representations and warranties in this Agreement shall be true
and correct in all material respects;
(c) the Borrower shall have executed and delivered an original
Revolving Note to each of the Banks whose Commitment increased under the terms
of this Agreement in the maximum principal amount of such Bank's Commitment
after such increase;
(d) the Borrower and its Subsidiaries shall have delivered an opinion
of their counsel in form and substance satisfactory to the Agent and the Banks;
(e) each of the Borrower and its Subsidiaries shall have delivered a
certificate of its Secretary or Assistant Secretary certifying its certificate
of incorporation, bylaws, resolutions and incumbency and in form and substance
satisfactory to the Agent and the Banks;
(f) each of the Guarantors shall have duly and validly executed
reaffirmations of their respective Guaranties in form and substance satisfactory
to the Agent and the Banks and delivered them to the Agent; and
(g) the Borrower shall have paid all amounts and expenses required to
be paid in connection with this Agreement and the amendments evidenced hereby.
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Section 6. Effect on Loan Documents.
(a) Except as amended herein, the Credit Agreement and the Credit
Documents remain in full force and effect as originally executed. Nothing herein
shall act as a waiver of any of the Agents' or Banks' rights under the Credit
Documents, as amended, including the waiver of any Default or Event of Default,
however denominated.
(b) This Agreement is a Credit Document for the purposes of the
provisions of the other Credit Documents. Without limiting the foregoing, any
breach of representations, warranties, and covenants under this Agreement may be
a Default or Event of Default under other Credit Documents.
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.
PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, A
LOAN AGREEMENT IN WHICH THE AMOUNT INVOLVED IN THE LOAN AGREEMENT EXCEEDS
$50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE LOAN AGREEMENT IS IN WRITING AND
SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY'S AUTHORIZED REPRESENTATIVE.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO
THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN LOAN
AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY
AND MERGED INTO THE LOAN AGREEMENT. THIS WRITTEN AGREEMENT AND THE CREDIT
DOCUMENTS, AS DEFINED IN THE CREDIT AGREEMENT, REPRESENT THE FINAL AGREEMENT
AMONG 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 AMONG THE PARTIES.
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EXECUTED as of the date first above written.
BORROWER:
STONE ENERGY CORPORATION
By: /s/ D. Peter Canty
------------------
Name: D. Peter Canty
Title: President
By: /s/ Michael L. Finch
----------------------
Name: Michael L. Finch
Title: Executive Vice President
AGENT:
NATIONSBANK OF TEXAS, N.A.
By: /s/ Paul A. Squires
---------------------
Paul A. Squires
Senior Vice President
BANKS:
NATIONSBANK OF TEXAS, N.A.
By: /s/ Paul A. Squires
---------------------
Paul A. Squires
Senior Vice President
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BANKBOSTON, N.A.
By: /s/ Terrence Ronan
---------------------
Name: Terrence Ronan
Title: Vice President
FIRST NATIONAL BANK OF COMMERCE
By: /s/ David R. Reid
---------------------
Name: David R. Reid
Title: Senior Vice President
HIBERNIA NATIONAL BANK
By: /s/ Colleen McEvoy
-------------------
Name: Colleen McEvoy
Title: Vice President
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SCHEDULE 1
Revolving Commitments
1. NationsBank of Texas, N.A. $56,250,000
2. BankBoston, N.A.. $37,500,000
3. First National Bank of Commerce $28,125,000
4. Hibernia National Bank $28,125,000
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$150,000,000
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