Exhibit 10.1
AMENDMENT AND RESTATEMENT NO. 2
This Amendment and Restatement No. 2 dated as of May 3, 1999
("Agreement") is among Stone Energy Corporation, a Delaware corporation
("Borrower"), the banks party to the Credit Agreement described below ("Banks"),
and NationsBank, N.A., successor by merger to 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, as amended
pursuant to that certain Amendment and Restatement No. 1 dated as of March 31,
1998 (the "Credit Agreement").
B. The Borrower has requested that the Banks agree to amend the
tangible net worth covenant 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) Subsection (a) of Section 2.02 is amended in its
entirety to read as follows:
(a) The Borrowing Base as of May 7, 1999 has been
set by the Majority Banks and acknowledged
by the Borrower as $127,500,000.
(b) Section 6.14 of the Credit Agreement,
Tangible Net Worth, is amended in its entirety
to read as follows:
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Section 6.14. Tangible Net Worth. The Borrower shall
not permit the consolidated Tangible Net Worth of the
Borrower to be less than the sum of (a)
$95,000,000.00, plus (b) an amount equal to 50% of
the cumulative consolidated quarterly Net Income of
the Borrower from January 1, 1999, through the end of
the Borrower's most recently ended fiscal quarter,
but excluding consolidated Net Income for any fiscal
quarter in which consolidated Net Income is not
positive, plus (c) an amount equal to 100% of the net
cash proceeds from any sale of stock or other equity
interests in the Borrower since January 1, 1999.
Section 3. 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 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 4. 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) 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; and
(d) the Borrower shall have paid all amounts and expenses
required to be paid in connection with this Agreement and the amendments
evidenced hereby.
Section 5. 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 6. Choice of Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Texas.
Section 7. 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.
EXECUTED as of the date first above written.
BORROWER:
STONE ENERGY CORPORATION
By:/s/ D. Peter Canty
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Name: D. Peter Canty
Title: President
By:/s/ Michael L. Finch
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Name: Michael L. Finch
Title: Executive Vice-President
AGENT:
NATIONSBANK, N.A.
By:/s/ Mary Louise Allen
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Name: Mary Louise Allen
Title: Vice-President
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BANKS:
NATIONSBANK, N.A.
By:/s/ Mary Louise Allen
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Name: Mary Louise Allen
Title: Vice-President
BANKBOSTON, N.A.
By:/s/ George W. Passela
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Name: George W. Passela
Title: Managing Director
BANK ONE, LOUISIANA
SUCCESSOR BY MERGER TO
FIRST NATIONAL BANK OF COMMERCE
By:/s/ Jo Linda Papadakis
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Name: Jo Linda Papadakis
Title: Vice-President
HIBERNIA NATIONAL BANK
By:/s/ David R. Reid
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Name: David R. Reid
Title: Senior Vice-President