AMENDMENT NO. 1 TO CREDIT AGREEMENT
Exhibit 10.1
Execution Version
AMENDMENT NO. 1 TO CREDIT AGREEMENT
This Amendment No. 1 to Credit Agreement dated as of May 1, 2015 (this “Agreement”) is among Stone Energy Corporation, a Delaware corporation (the “Borrower”), Stone Energy Offshore, LLC, a Delaware limited liability company (“Offshore”), SEO A L.L.C., a Delaware limited liability company (“SEO A”), SEO B LLC, a Delaware limited liability company (“SEO B” and, together with Offshore and SEO A, each a “Guarantor” and, collectively, the “Guarantors”), the financial institutions party to the Credit Agreement described below as Banks (the “Banks”), and Bank of America, N.A., as Agent for the Banks (the “Agent”) and as Issuing Bank (the “Issuing Bank”).
INTRODUCTION
A. The Borrower, the Banks, the Issuing Bank, and the Agent have entered into the Fourth Amended and Restated Credit Agreement dated as of June 24, 2014 (as amended, restated, amended and restated or otherwise modified, the “Credit Agreement”).
B. The Borrower wishes to amend, and the Majority Banks have agreed to amend, the Credit Agreement on the terms and subject to the conditions set forth below.
C. The Guarantors are parties to that certain Second Amended and Restated Guaranty dated as of June 24, 2014 (as amended, restated, amended and restated or otherwise modified, the “Guaranty”).
D. Each Guarantor wishes to reaffirm its guarantee of the Obligations as amended by this Agreement.
THEREFORE, in fulfillment of the foregoing, the Borrower, each 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. Amendments. 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) Section 6.1(q) of the Credit Agreement is amended to replace the number “$5,000,000” with the number “$25,000,000”.
Section 3. Reaffirmation of Liens.
(a) Each of the Borrower and each Guarantor (i) is party to certain Security Documents securing and supporting the Borrower’s 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 Borrower’s 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 Borrower’s 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 Borrower’s or any Guarantors’ approval of amendments to the Credit Agreement.
Section 4. Representations and Warranties. Each of the Borrower and each Guarantor 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;
(b) (i) the execution, delivery, and performance of this Agreement are within the corporate or limited liability company power, as appropriate, and authority of the Borrower and each Guarantor and have been duly authorized by appropriate proceedings and (ii) this Agreement constitutes a legal, valid, and binding obligation of the Borrower and each Guarantor, enforceable against the Borrower and each Guarantor 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. Each Guarantor hereby ratifies, confirms, and acknowledges that its obligations under the Guaranty are in full force and effect and that such 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 Guaranty), as such Obligations may have been amended by this Agreement. Each Guarantor hereby acknowledges that its execution and delivery of this Agreement do not indicate or establish an approval or consent requirement by any Guarantor under the 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 Borrower’s, and the Guarantors’ duly and validly executing originals of this Agreement and delivery thereof to the Agent; (b) the
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representations and warranties in this Agreement being true and correct in all material respects before and after giving effect to this Agreement; and (c) the Borrower’s 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 Agent’s 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 New York.
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: | /s/ Xxxxx X. Xxxxx | |
| Name: | Xxxxx X. Xxxxx | |
| Title: | Chairman, President and Chief Executive Officer | |
| By: | /s/ Xxxxxxx X. Beer | |
| Name: | Xxxxxxx X. Beer | |
| Title: | Executive Vice President and Chief Financial Officer | |
| GUARANTORS: | ||
| STONE ENERGY OFFSHORE, L.L.C. | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: | Xxxxx X. Xxxxx | |
| Title: | Chairman, President and Chief Executive Officer | |
| By: | /s/ Xxxxxxx X. Beer | |
| Name: | Xxxxxxx X. Beer | |
| Title: | Executive Vice President and Chief Financial Officer | |
[SIGNATURE PAGE TO AMD NO. 1 TO 4th A&R CREDIT AGREEMENT]
| SEO A LLC | ||
| Through its sole member, | ||
| STONE ENERGY CORPORATION | ||
| By: |
/s/ Xxxxx X. Xxxxx | |
| Name: |
Xxxxx X. Xxxxx | |
| Title: |
Chairman, President and Chief Executive Officer | |
| By: |
/s/ Xxxxxxx X. Beer | |
| Name: |
Xxxxxxx X. Beer | |
| Title: |
Executive Vice President and Chief Financial Officer | |
| SEO B LLC | ||
| Through its sole member, | ||
| STONE ENERGY CORPORATION | ||
| By: |
/s/ Xxxxx X. Xxxxx | |
| Name: |
Xxxxx X. Xxxxx | |
| Title: |
Chairman, President and Chief Executive Officer | |
| By: |
/s/ Xxxxxxx X. Beer | |
| Name: |
Xxxxxxx X. Beer | |
| Title: | Executive Vice President and Chief Financial Officer | |
[SIGNATURE PAGE TO AMD NO. 1 TO 4th A&R CREDIT AGREEMENT]
| AGENT AND ISSUING BANK: | ||
| BANK OF AMERICA, N.A., as Agent and Issuing Bank | ||
| By: |
/s/ XxXxxxx X. Xxxxx | |
| Name: |
XxXxxxx X. Xxxxx | |
| Title: |
Assistant Vice President | |
| BANKS: | ||
| BANK OF AMERICA, N.A. | ||
| By: |
/s/ Xxxxxx X. XxXxxx | |
| Name: |
Xxxxxx X. XxXxxx | |
| Title: |
Managing Director | |
[SIGNATURE PAGE TO AMD NO. 1 TO 4th A&R CREDIT AGREEMENT]
| XXXXX FARGO BANK, NATIONAL ASSOCIATION | ||
| By: |
/s/ Xxxxx Xxxxxx | |
| Name: |
Xxxxx Xxxxxx | |
| Title: |
Director | |
[SIGNATURE PAGE TO AMD NO. 1 TO 4th A&R CREDIT AGREEMENT]
| NATIXIS, NEW YORK BRANCH | ||
| By: | /s/ Xxxxx X. Xxxxxxx, III | |
| Name: | Xxxxx X. Xxxxxxx, III | |
| Title: | Managing Director | |
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: | Xxxxxx Xxxxxx | |
| Title: | Managing Director | |
[SIGNATURE PAGE TO AMD NO. 1 TO 4th A&R CREDIT AGREEMENT]
| THE BANK OF NOVA SCOTIA | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Director | |
[SIGNATURE PAGE TO AMD NO. 1 TO 4th A&R CREDIT AGREEMENT]
| CAPITAL ONE, N.A. | ||
| By: |
/s/ Xxxxxxxxxxx Xxxx | |
| Name: |
Xxxxxxxxxxx Xxxx | |
| Title: |
Vice President | |
[SIGNATURE PAGE TO AMD NO. 1 TO 4th A&R CREDIT AGREEMENT]
| TORONTO DOMINION (NEW YORK) LLC | ||
| By: | Xxxxx Xxxxxxxxx | |
| Name: | Xxxxx Xxxxxxxxx | |
| Title: | Authorized Signatory | |
[SIGNATURE PAGE TO AMD NO. 1 TO 4th A&R CREDIT AGREEMENT]
| BARCLAYS BANK PLC | ||
| By: | /s/ Xxx Xxxxx | |
| Name: | Xxx Xxxxx | |
| Title: | Assistant Vice President | |
[SIGNATURE PAGE TO AMD NO. 1 TO 4th A&R CREDIT AGREEMENT]
| REGIONS BANK | ||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxx | |
| Title: | Senior Vice President | |
[SIGNATURE PAGE TO AMD NO. 1 TO 4th A&R CREDIT AGREEMENT]
| U.S. BANK NATIONAL ASSOCIATION | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Vice President | |
[SIGNATURE PAGE TO AMD NO. 1 TO 4th A&R CREDIT AGREEMENT]
| WHITNEY BANK | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: | Xxxxxxx Xxxxxxx | |
| Title: | Vice President | |
[SIGNATURE PAGE TO AMD NO. 1 TO 4th A&R CREDIT AGREEMENT]
| IBERIABANK | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: | Xxxx Xxxxxxx | |
| Title: | Senior Vice President | |
[SIGNATURE PAGE TO AMD NO. 1 TO 4th A&R CREDIT AGREEMENT]
| SUMITOMO MITSUI BANKING CORPORATION | ||
| By: | /s/ Xxxxx X. Xxxxxxxxx | |
| Name: | Xxxxx X. Xxxxxxxxx | |
| Title: | Managing Director | |
[SIGNATURE PAGE TO AMD NO. 1 TO 4th A&R CREDIT AGREEMENT]
