Attached files
file | filename |
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8-K - FORM 8-K - STONE ENERGY CORP | h69257e8vk.htm |
EX-99.2 - EX-99.2 - STONE ENERGY CORP | h69257exv99w2.htm |
EX-99.1 - EX-99.1 - STONE ENERGY CORP | h69257exv99w1.htm |
EX-99.3 - EX-99.3 - STONE ENERGY CORP | h69257exv99w3.htm |
Exhibit 4.1
Execution Version
Execution Version
AMENDMENT NO. 2
This Amendment No. 2 dated as of January 11, 2010 (this Agreement) is among Stone
Energy Corporation, a Delaware corporation (Borrower), Stone Energy Offshore, L.L.C., a
Delaware limited liability company (Guarantor), the financial institutions party to the
Credit Agreement described below as Banks (Banks), and Bank of America, N.A., as Agent
for the Banks (Agent) and as Issuing Bank (Issuing Bank).
INTRODUCTION
A. The Borrower, the Banks, the Issuing Bank, and the Agent have entered into the Second
Amended and Restated Credit Agreement dated as of August 28, 2008, as amended by Amendment No. 1
dated as of April 29, 2009 (as so amended, the Credit Agreement).
B. The Guarantor entered into that certain Guaranty dated as of August 28, 2008, as amended by
Amendment No. 1 dated as of April 29, 2009 (as so amended, the Stone Offshore Guaranty).
C. The Borrower plans to issue up to $300,000,000 in unsecured senior notes due 2017 pursuant
to the Indenture to be entered into by the Borrower, the Guarantor, and The Bank of New York Mellon
Trust Company, N.A, as Trustee (the 2010 Indenture).
D. The parties hereto desire to amend the Credit Agreement to permit the issuance of up to
$300,000,000 in unsecured senior notes pursuant to the 2010 Indenture.
E. The Guarantor wishes to reaffirm its guarantee of the Obligations as amended by this
Agreement.
THEREFORE, in fulfillment of the foregoing, the Borrower, the Guarantor, the Agent, the
Issuing Bank, 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. Amendment. Upon the satisfaction of the conditions specified in
Section 6 of this Agreement, and, unless otherwise specified, effective as of the date set
forth above, the Credit Agreement is amended as follows:
(a) A new definition of 2010 Indenture shall be added in Section 1.1 of the Credit Agreement
to read in its entirety as follows:
2010 Indenture means the Indenture to be entered into by the
Borrower, the Guarantor, and The Bank of New York Mellon Trust Company, N.A., as
Trustee, relating to the issuance of unsecured senior notes due 2017.
(b) Section 2.2(a) of the Credit Agreement shall be amended to read in its entirety as
follows:
(a) The Borrowing Base has been set by the Banks and acknowledged by the
Borrower as $425,000,000 as of the date of this Agreement. On the date of any
issuance of Debt under the 2010 Indenture, the Borrowing Base shall be reduced
automatically by an amount equal to 40% of the excess, if any, of (A) all Debt
outstanding under the 2010 Indenture after giving effect to such issuance over (B)
$200,000,000. The automatic reduction described in this Section 2.2(a)
shall not be deemed to take the place of regularly scheduled or other
redeterminations of the Borrowing Base in accordance with this Section 2.2.
(c) The references in Section 6.3 of the Credit Agreement to the 2001 Indenture and the 2004
Indenture shall be deleted and replaced with references to the 2001 Indenture, the 2004 Indenture
and the 2010 Indenture.
(d) Schedule 6.2 of the Credit Agreement shall be replaced with Schedule 6.2 attached hereto.
Section 3. Reaffirmation of Liens.
(a) Each of the Borrower and the Guarantor (i) is party to certain Security Documents securing
and supporting the Borrowers and Guarantors obligations under the Credit Documents, (ii)
represents and warrants that it has no defenses to the enforcement of the Security Documents and
that according to their terms the Security Documents will continue in full force and effect to
secure the Borrowers and Guarantors obligations under the Credit Documents, as the same may be
amended, supplemented, or otherwise modified, and (iii) acknowledges, represents, and warrants that
the liens and security interests created by the Security Documents are valid and subsisting and
create an Acceptable Security Interest in the Collateral to secure the Borrowers and Guarantors
obligations under the Credit Documents, as the same may be amended, supplemented, or otherwise
modified.
(b) The delivery of this Agreement does not indicate or establish a requirement that any
Guaranty or Security Document requires the Borrowers or any Guarantors approval of amendments to
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
(except to the extent such representations and warranties relate to an earlier date, in which case
such representations and warranties shall be true and correct in all material respects as of such
earlier date); provided that such materiality qualifier shall not apply if such representation or
warranty is already subject to a materiality qualifier in the Credit Agreement or such other Credit
Document;
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(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
against the Borrower 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 and after giving effect thereto, no Default or
Event of Default has occurred and is continuing.
Section 5. Reaffirmation of Guaranty. The Guarantor hereby ratifies, confirms, and
acknowledges that its obligations under the Stone Offshore Guaranty are in full force and effect
and that the Guarantor continues to unconditionally and irrevocably guarantee the full and punctual
payment, when due, whether at stated maturity or earlier by acceleration or otherwise, of all of
the Obligations (subject to the terms of the Stone Offshore Guaranty), as such Obligations may have
been amended by this Agreement. The Guarantor hereby acknowledges that its execution and delivery
of this Agreement do not indicate or establish an approval or consent requirement by the Guarantor
under the Stone Offshore Guaranty in connection with the execution and delivery of amendments,
modifications or waivers to the Credit Agreement, the Notes or any of the other Credit Documents.
Section 6. Effectiveness. This Agreement shall become effective as of the date
hereof, and the Credit Agreement shall be amended as provided herein, upon the occurrence of all of
the following: (a) the Majority Banks, the Borrowers, and the Guarantors duly and validly
executing originals of this Agreement and delivery thereof to the Agent, (b) the representations
and warranties in this Agreement being true and correct in all material respects before and after
giving effect to this Agreement, (c) the Borrowers having made a prepayment of Advances, and if
the Advances have been repaid in full, made deposits into the Cash Collateral Account to provide
cash collateral for the Letter of Credit Exposure, in an aggregate amount equal to the amount of
any Borrowing Base Deficiency that would exist immediately after giving effect to the reduction of
the Borrowing Base specified in Section 2(c) of this Agreement, and (d) the Borrowers
having paid all costs, expenses, and fees which have been invoiced and are payable pursuant to
Section 9.4 of the Credit Agreement or any other written agreement.
Section 7. Effect on Credit Documents. Except as amended herein, the Credit Agreement
and the Credit Documents remain in full force and effect as originally executed, and nothing herein
shall act as a waiver of any of the Agents or Banks rights under the Credit Documents, as
amended. 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 8. Choice of Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Texas.
Section 9. Counterparts. This Agreement may be signed in any number of counterparts,
each of which shall be an original.
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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 BETWEEN THE PARTIES.
EXECUTED as of the date first set forth above.
BORROWER: | ||||||
STONE ENERGY CORPORATION | ||||||
By: Name: |
/s/ David H. Welch
|
|||||
Title: | President and Chief Executive Officer | |||||
By: Name: |
/s/ Kenneth H. Beer
|
|||||
Title: | Senior Vice President and Chief Financial Officer |
|||||
GUARANTOR: | ||||||
STONE ENERGY OFFSHORE, L.L.C. | ||||||
By: Name: |
/s/ David H. Welch
|
|||||
Title: | President and Chief Executive Officer | |||||
By: Name: |
/s/ Kenneth H. Beer
|
|||||
Title: | Senior Vice President and Chief Financial Officer |
AGENT AND ISSUING BANK: | ||||||
BANK OF AMERICA, N.A., as Agent and Issuing Bank | ||||||
By: Name: |
/s/ Ronald E. McKaig
|
|||||
Title: | Senior Vice President | |||||
BANKS: | ||||||
BANK OF AMERICA, N.A. | ||||||
By: Name: |
/s/ Ronald E. McKaig
|
|||||
Title: | Senior Vice President |
BNP PARIBAS | ||||||
By: Name: |
/s/ Douglas R. Liftman
|
|||||
Title: | Managing Director | |||||
By: Name: |
/s/ Edward Pak
|
|||||
Title: | Vice President |
NATIXIS | ||||||
By: Name: |
/s/ Donovan C. Broussard
|
|||||
Title: | Managing Director | |||||
By: Name: |
/s/ Louis P. Laville, III
|
|||||
Title: | Managing Director |
THE BANK OF NOVA SCOTIA | ||||||
By: Name: |
/s/ David Mills
|
|||||
Title: | Managing Director |
CAPITAL ONE, N.A. | ||||||
By: Name: |
/s/ Paul D. Hein
|
|||||
Title: | Vice President |
TORONTO DOMINION (TEXAS) LLC | ||||||
By: Name: |
/s/ Debbi L. Brito
|
|||||
Title: | Authorized Signatory |
ALLIED IRISH BANKS p.l.c. | ||||||
By: Name: |
/s/ Edward M. Fenk
|
|||||
Title: | Vice President | |||||
By: Name: |
/s/ James Giordano
|
|||||
Title: | Assistant Vice President |
BARCLAYS BANK PLC | ||||||
By: Name: |
/s/ Ann E. Sutton
|
|||||
Title: | Vice President |
REGIONS BANK | ||||||
By: Name: |
/s/ William A. Philipp
|
|||||
Title: | Vice President |
U.S. BANK NATIONAL ASSOCIATION | ||||||
By: Name: |
/s/ Daria Mahoney
|
|||||
Title: | Vice President |
WHITNEY NATIONAL BANK | ||||||
By: Name: |
/s/ Will Jochetz
|
|||||
Title: | Lending Officer |
JPMORGAN CHASE BANK, N.A. | ||||||
By: Name: |
/s/ Jo Linda Papadakis
|
|||||
Title: | Vice President |
SUMITOMO MITSUI BANKING CORPORATION | ||||||
By: Name: |
/s/ Masakazu Hasegawa
|
|||||
Title: | General Manager |
SCHEDULE 6.2
PERMITTED EXISTING DEBT
1. Prior to the date that is 45 days after the initial issuance of Debt under the 2010 Indenture,
$200 million of unsecured Debt related to the 2001 issuance of 8.25% senior subordinated notes due
2011 pursuant to the 2001 Indenture.
2. $200 million of unsecured Debt related to the 2004 issuance of 6.75% senior subordinated notes
due 2014 pursuant to the 2004 Indenture.
3. Up to $300 million of unsecured Debt related to the 2010 issuance of senior notes due 2017
pursuant to the 2010 Indenture.