Bois D Arc Energy, Inc. Sample Contracts

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FIRST AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT OF BOIS D'ARC ENERGY, LLC
Operating Agreement • October 4th, 2004 • Bois D Arc Energy LLC
COMMON STOCK
Underwriting Agreement • April 1st, 2005 • Bois D Arc Energy LLC • Crude petroleum & natural gas • Florida
FIRST AMENDMENT TO TRANSFER RESTRICTION AGREEMENT OF BOIS D'ARC ENERGY, LLC
Transfer Restriction Agreement • October 4th, 2004 • Bois D Arc Energy LLC
AGREEMENT AND PLAN OF MERGER by and among STONE ENERGY CORPORATION (PARENT) STONE ENERGY OFFSHORE, L.L.C. (MERGER SUB) and BOIS D’ARC ENERGY, INC. (COMPANY) dated as of April 30, 2008
Merger Agreement • May 1st, 2008 • Bois D Arc Energy, Inc. • Crude petroleum & natural gas • Nevada

This Agreement and Plan of Merger (this “Agreement”) dated April 30, 2008, by and among Stone Energy Corporation, a Delaware corporation (“Parent”), Stone Energy Offshore, L.L.C., a Delaware limited liability company and wholly owned Subsidiary of Parent (“Merger Sub”), and Bois d’Arc Energy, Inc., a Nevada corporation (the “Company”). Certain capitalized terms not defined herein are defined in Section 8.5 of this Agreement.

CREDIT AGREEMENT Dated as of May 11, 2005 among BOIS D’ARC ENERGY, INC., as the Borrower, THE BANK OF NOVA SCOTIA, as Administrative Agent and Issuing Bank, CALYON NEW YORK BRANCH, as Syndication Agent AMSOUTH BANK, as Documentation Agent The Other...
Credit Agreement • June 20th, 2005 • Bois D Arc Energy, Inc. • Crude petroleum & natural gas • Texas

This CREDIT AGREEMENT is entered into as of May 11, 2005, among BOIS D’ARC ENERGY, INC., a Nevada corporation (“Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and each individually, a “Lender”), THE BANK OF NOVA SCOTIA, as Administrative Agent and Issuing Bank, CALYON NEW YORK BRANCH, as syndication agent, and AMSOUTH BANK, as documentation agent.

THIRD AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT OF BOIS D’ARC ENERGY, LLC
Operating Agreement • April 13th, 2005 • Bois D Arc Energy LLC • Crude petroleum & natural gas

This Third Amendment to Amended and Restated Operating Agreement of Bois d’Arc Energy, LLC (this “Amendment”) is dated effective as of July 16, 2004. Capitalized terms used herein for which a definition is not provided herein shall have the same meanings as assigned to such terms in the Operating Agreement (as hereinbelow defined).

STOCK PURCHASE AGREEMENT by and between BOIS D’ARC ENERGY, INC. and COMSTOCK RESOURCES, INC.
Stock Purchase Agreement • August 28th, 2006 • Bois D Arc Energy, Inc. • Crude petroleum & natural gas • Texas

This STOCK PURCHASE AGREEMENT, dated as of August 25, 2006 (this “Agreement”), is by and between Bois d’Arc Energy, Inc., a Nevada corporation (“Bois d’Arc”), and Comstock Resources, Inc., a Nevada corporation (“Comstock”).

LEASE AGREEMENT by and between TEXAS TOWER LIMITED and BOIS D’ARC ENERGY LLC dated December 1, 2004
Lease Agreement • April 1st, 2005 • Bois D Arc Energy LLC • Crude petroleum & natural gas • Texas

THIS LEASE AGREEMENT (this “Lease”) is made and entered into by and between TEXAS TOWER LIMITED, a Texas limited partnership (“Landlord”), and BOIS D’ARC ENERGY LLC, a Nevada limited liability company (“Tenant”).

FOURTH AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT OF BOIS D’ARC ENERGY, LLC
Operating Agreement • April 13th, 2005 • Bois D Arc Energy LLC • Crude petroleum & natural gas

This Fourth Amendment to Amended and Restated Operating Agreement of Bois d’Arc Energy, LLC (this “Amendment”) is dated effective as of April 13, 2005. Capitalized terms used herein for which a definition is not provided herein shall have the same meanings as assigned to such terms in the Operating Agreement (as hereinbelow defined).

RESTRICTED STOCK AGREEMENT UNDER THE BOIS D’ARC ENERGY, INC. LONG-TERM INCENTIVE PLAN
Restricted Stock Agreement • June 20th, 2005 • Bois D Arc Energy, Inc. • Crude petroleum & natural gas • Texas

WHEREAS, the Company maintains the Bois d’Arc Energy, Inc. Long-Term Incentive Plan (“Plan”) under which the Company’s Board of Directors (“Board”) may, among other things, award shares of restricted common stock to employees of the Company;

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • June 4th, 2007 • Bois D Arc Energy, Inc. • Crude petroleum & natural gas • Texas

This Change of Control Agreement ("Agreement") executed by and between BOIS D'ARC ENERGY, INC., a Nevada corporation (the "Company") with principal offices in Houston, Texas, and ROLAND O. BURNS ("Employee").

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 10th, 2007 • Bois D Arc Energy, Inc. • Crude petroleum & natural gas • Texas

THIRD AMENDMENT (this “Amendment”), dated as of May 7, 2007, to that certain Credit Agreement dated as of May 11, 2005 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among BOIS D’ARC ENERGY, INC., a Nevada corporation (“Borrower”), the banks and other financial institutions from time to time parties thereto (the “Lenders”), THE BANK OF NOVA SCOTIA, as administrative agent (in such capacity, the “Administrative Agent”), CALYON NEW YORK BRANCH, as syndication agent (in such capacity, the “Syndication Agent”), and REGIONS BANK (successor by merger to AmSouth Bank), as documentation agent (in such capacity, the “Documentation Agent”).

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 7th, 2006 • Bois D Arc Energy, Inc. • Crude petroleum & natural gas • Texas

SECOND AMENDMENT (this “Amendment”), dated as of October 31, 2006 (the “Effective Date”), to the Credit Agreement, dated as of May 11, 2005 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among BOIS D’ARC ENERGY, INC., a Nevada corporation (“Borrower”), the banks and other financial institutions from time to time parties thereto (the “Lenders”), CALYON NEW YORK BRANCH, as syndication agent (in such capacity, the “Syndication Agent”), THE BANK OF NOVA SCOTIA, as administrative agent (in such capacity, the “Administrative Agent”), and AMSOUTH BANK, as documentation agent (in such capacity, the “Documentation Agent”).

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • June 4th, 2007 • Bois D Arc Energy, Inc. • Crude petroleum & natural gas • Texas

This Change of Control Agreement ("Agreement") executed by and between BOIS D'ARC ENERGY, INC., a Nevada corporation (the "Company") with principal offices in Houston, Texas, and M. JAY ALLISON ("Chairman").

SECOND AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT OF BOIS D’ARC ENERGY, LLC
Operating Agreement • April 13th, 2005 • Bois D Arc Energy LLC • Crude petroleum & natural gas

This Second Amendment (this “Amendment”) to the Amended and Restated Operating Agreement of Bois d’Arc Energy, LLC is dated as of January 26, 2005. Capitalized terms used herein for which a definition is not provided herein shall have the same meanings as assigned to such terms in the Operating Agreement (as hereinbelow defined).

OPTION AGREEMENT UNDER THE BOIS D’ARC ENERGY, INC. LONG-TERM INCENTIVE PLAN
Option Agreement • June 20th, 2005 • Bois D Arc Energy, Inc. • Crude petroleum & natural gas

WHEREAS, the Company maintains the Bois d’Arc Energy, Inc. Long-Term Incentive Plan (the “Plan”) providing for the grant to employees of the Company of options to purchase shares of common stock (the “Shares”) of the Company, to attract and retain key executive and managerial employees and to motivate participating employees to achieve long-range goals; and

FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 29th, 2008 • Bois D Arc Energy, Inc. • Crude petroleum & natural gas • Texas

THIS FOURTH AMENDMENT (this “Amendment”), dated as of November 20, 2007, to that certain Credit Agreement dated as of May 11, 2005 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among BOIS D’ARC ENERGY, INC., a Nevada corporation (“Borrower”), the banks and other financial institutions from time to time parties thereto (the “Lenders”), THE BANK OF NOVA SCOTIA, as administrative agent (in such capacity, the “Administrative Agent”), CALYON NEW YORK BRANCH, as syndication agent (in such capacity, the “Syndication Agent”), and REGIONS BANK (successor by merger to AmSouth Bank), as documentation agent (in such capacity, the “Documentation Agent”).

CONSULTING AGREEMENT
Consulting Agreement • February 29th, 2008 • Bois D Arc Energy, Inc. • Crude petroleum & natural gas • Texas

THIS CONSULTING AGREEMENT is made and entered into as of the 30th day of November, 2007, by and between Bois d’Arc Energy, Inc. a Nevada corporation (“BDE”), and Wayne L. Laufer (“Laufer”).

FIFTH AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT OF BOIS D’ARC ENERGY, LLC
Operating Agreement • April 18th, 2005 • Bois D Arc Energy LLC • Crude petroleum & natural gas

This Fifth Amendment to Amended and Restated Operating Agreement of Bois d’Arc Energy, LLC (this “Amendment”) is dated effective as of July 16, 2004. Capitalized terms used herein for which a definition is not provided herein shall have the same meanings as assigned to such terms in the Operating Agreement (as hereinbelow defined).

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 11th, 2006 • Bois D Arc Energy, Inc. • Crude petroleum & natural gas • Texas

FIRST AMENDMENT (this “Amendment”), dated as of May 8, 2006 (the “Effective Date”), to the Credit Agreement, dated as of May 11, 2005 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among BOIS D’ARC ENERGY, INC., a Nevada corporation (“Borrower”), the banks and other financial institutions from time to time parties thereto (the “Lenders”), CALYON NEW YORK BRANCH, as syndication agent (in such capacity, the “Syndication Agent”), THE BANK OF NOVA SCOTIA, as administrative agent (in such capacity, the “Administrative Agent”), and AMSOUTH BANK, as documentation agent (in such capacity, the “Documentation Agent”).

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