AMENDMENT NO. 1
Exhibit 10.1
Execution Version
Execution Version
AMENDMENT NO. 1
This Amendment No. 1 dated as of April 28, 2009 (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 (the “Credit Agreement”).
B. The Guarantor entered into that certain Guaranty dated as of August 28, 2008.
C. The parties hereto desire to (i) amend the Credit Agreement to modify the definition of
Applicable Margin and to clarify the application of provisions relating to Borrowing Base Assets to
Swap Contracts that are given value in the Borrowing Base and (ii) amend the Guaranty to update a
certain statutory reference.
D. 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 and the Guaranty are amended as follows:
(a) The definition of “Adjusted Base Rate” in Section 1.1 of the Credit Agreement shall be
amended to read in its entirety as follows:
“Adjusted Base Rate” means, for any day, the fluctuating rate per annum of
interest equal to the greater of (a) the Base Rate in effect on such day, (b) the Federal
Funds Rate in effect on such day plus 0.50% and (c) the Eurodollar Rate in effect on such
day for an Interest Period of one month plus 1.00%; provided that for any Advance maintained
as a Base Rate Advance due to the application of Section 2.14(b), the “Adjusted Base Rate”
shall be the greater of clauses (a) or (b) above.
(b) The definition of “Applicable Margin” in Section 1.1 of the Credit Agreement shall be
amended to read in its entirety as follows:
“Applicable Margin” means, for any day, the following percentages based upon
the ratio of (a) the aggregate outstanding amount of Advances plus the Letter of
Credit Exposure to (b) the Borrowing Base as of such day:
| Applicable Margin | ||||||||||||
| Applicable Margin | for | |||||||||||
| Ratio of (Advances + Letter of | for | Eurodollar Rate | Applicable Margin | |||||||||
| Credit Exposure) to (Borrowing Base) | Base Rate Advances | Advances | for Commitment Fees | |||||||||
Less than .30 |
1.250 | % | 2.250 | % | 0.500 | % | ||||||
Greater than or equal to .30 but less than .60 |
1.500 | % | 2.500 | % | 0.500 | % | ||||||
Greater than or equal to .60 but less than .90 |
1.750 | % | 2.750 | % | 0.500 | % | ||||||
Greater than or equal to .90 |
2.000 | % | 3.000 | % | 0.500 | % | ||||||
(c) The definition of “Borrowing Base Assets” in Section 1.1 of the Credit Agreement shall be
amended to read in its entirety as follows:
“Borrowing Base Assets” means, at any time, any assets (including any Swap
Contracts) that are given value in the most recently determined Borrowing Base.
(d) The definition of “Defaulting Bank” in Section 1.1 of the Credit Agreement shall be
amended to read in its entirety as follows:
“Defaulting Bank” means any Bank that (a) has failed to fund any portion of the
Advances or participations in Letter of Credit Obligations required to be funded by it
hereunder within one Business Day of the date required to be funded by it hereunder, (b) has
otherwise failed to pay over to the Agent or any other Bank any other amount required to be
paid by it hereunder within one Business Day of the date when due, unless the subject of a
good faith dispute, or (c) is, or any controlling (as defined in the definition of
“Affiliate”) entity of which is, insolvent or the subject of a bankruptcy, insolvency or
similar proceeding.
(e) Section 2.2(e) of the Credit Agreement shall be amended to read in its entirety as
follows:
Upon any sale, lease, transfer, unwinding, termination, novation or other disposition,
whether or not in the ordinary course of business, by the Borrower or any of its
Subsidiaries of Borrowing Base Assets that (individually or on a cumulative basis with
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all such dispositions consummated since the determination of the most recently
determined Borrowing Base) were given value in the most recently determined Borrowing Base
in excess of 5% of the amount of such Borrowing Base, the Borrowing Base shall automatically
be reduced by (1) with respect to Swap Contracts, the Net Cash Proceeds received by a Credit
Party as a result of unwinding, terminating, or novating such Swap Contracts and (2) with
respect to all Borrowing Base Assets other than Swap Contracts, the present value given to
such assets in the most recent engineering report delivered pursuant to Section
5.6(c), including the applicable stated discount utilized therein.
(f) Section 2.4(b)(v) is hereby amended in its entirety to read as follows:
Illegality. If any Bank shall notify the Agent and the Borrower that the
introduction of or any change in or in the interpretation of any law or regulation makes it
unlawful, or that any central bank or other governmental authority asserts that it is
unlawful for such Bank or its Eurodollar Lending Office to perform its obligations under
this Agreement to maintain or make any Eurodollar Rate Advances hereunder or any
Governmental Authority has imposed material restrictions on the authority of such Bank to
purchase or sell, or to take deposits of, Dollars in the London interbank market, (i) the
Borrower shall, no later than 10:00 a.m. (Dallas, Texas time) (A) if not prohibited by law,
on the last day of the Interest Period for each outstanding Eurodollar Rate Advance made by
such Bank or (B) if required by such notice, on the second Business Day following its
receipt of such notice prepay all of the Eurodollar Rate Advances made by such Bank then
outstanding, (ii) such Bank shall simultaneously make a Base Rate Advance to the Borrower on
such date in an amount equal to the aggregate principal amount of the Eurodollar Rate
Advances prepaid to such Bank, and (iii) the right of the Borrower to select Eurodollar Rate
Advances from such Bank for any subsequent Borrowing shall be suspended until such Bank
gives notice referred to above shall notify the Agent that the circumstances causing such
suspension no longer exist.
(g) Section 2.12(a) is hereby amended in its entirety to read as follows:
Eurodollar Rate Advances. If, due to either (i) the introduction of or any
change (other than any change by way of imposition or increase of reserve requirements
included in the Eurodollar Rate Reserve Percentage) in, or in the interpretation of, any law
or regulation after the date hereof or (ii) the compliance with any guideline or request
from any central bank or other Governmental Authority (whether or not having the force of
law) made after the date hereof, there shall be any increase in the cost to any Bank of
agreeing to make or making, funding, or maintaining Eurodollar Rate Advances (including due
to increased reserve or similar requirements), then the Borrower shall from time to time,
upon demand by such Bank (with a copy of such demand to the Agent), immediately pay to the
Agent for the account of such Bank additional amounts sufficient to compensate such Bank for
such increased cost. A certificate as to the amount of such increased cost and detailing
the calculation of such cost submitted to the Borrower and the Agent by such Bank shall be
conclusive and binding for all purposes, absent manifest error.
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(h) Section 2.12(c) is hereby amended in its entirety to read as follows:
Letters of Credit. If any change in any law or regulation or in the
interpretation thereof after the date hereof by any court or administrative or Governmental
Authority charged with the administration thereof shall either (i) impose, modify, or deem
applicable any reserve, special deposit, or similar requirement against letters of credit
issued by, or assets held by, or deposits in or for the account of, the Issuing Bank or (ii)
impose on the Issuing Bank any other condition regarding the provisions of this Agreement
relating to the Letters of Credit or any Letter of Credit Obligations (including increased
reserve or similar requirements), and the result of any event referred to in the preceding
clause (i) or (ii) shall be to increase the cost to the Issuing Bank of issuing or
maintaining any Letter of Credit (which increase in cost shall be determined by the Issuing
Bank’s reasonable allocation of the aggregate of such cost increases resulting from such
event), then, upon demand by the Issuing Bank, the Borrower shall pay to the Issuing Bank,
from time to time as specified by the Issuing Bank, additional amounts which shall be
sufficient to compensate the Issuing Bank for such increased cost. A certificate as to such
increased cost incurred by the Issuing Bank, as a result of any event mentioned in clause
(i) or (ii) above, and detailing the calculation of such increased costs submitted by the
Issuing Bank to the Borrower, shall be conclusive and binding for all purposes, absent
manifest error.
(i) A new Section 2.12(d) is added to read in its entirety as follows:
Delay in Requests. Failure or delay on the part of any Bank or Issuing Bank to
demand compensation pursuant to the foregoing provisions of this Section shall not
constitute a waiver of such Bank’s or Issuing Bank’s right to demand such compensation,
provided that the Borrower shall not be required to compensate a Bank or Issuing
Bank pursuant to the foregoing provisions of this Section for any increased costs incurred
or reductions suffered more than 180 days prior to the date that such Bank or Issuing Bank,
as the case may be, notifies the Borrower of the change in law or regulation or the
interpretation or application thereof giving rise to such increased costs or reductions and
of such Bank’s or Issuing Bank’s intention to claim compensation therefore (except that, if
the change in law or regulation or the interpretation or application thereof giving rise to
such increased costs or reductions is retroactive, then the 180 day period referred to above
shall be extended to include the period of retroactive effect thereof).
(j) A new Section 2.14 is added to read in its entirety as follows:
Inability to Determine Rates. If the Majority Banks determine that for any
reason in connection with any request for Eurodollar Rate Advances or a conversion to or
continuation thereof that (a) Dollar deposits are not being offered to banks in the London
interbank Eurodollar market for the applicable amount and Interest Period of such Eurodollar
Rate Advances, (b) adequate and reasonable means do not exist for determining the Eurodollar
Rate for any requested Interest Period with respect to such proposed Eurodollar Rate
Advance, or (c) the Eurodollar Rate for any requested Interest Period with respect to such
proposed Eurodollar Rate Advance does not adequately and fairly reflect the cost to such
Banks of funding such Advance, the Agent will promptly so
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notify the Borrower and each Bank. Thereafter, the obligation of the Banks to make
Eurodollar Rate Advances, or effect any conversion thereto or continuation thereof, shall be
suspended until the Agent (upon the instruction of the Majority Banks) revokes such notice.
Upon receipt of such notice, the Borrower may revoke, without premium or penalty, any
pending request for an Advance of, conversion to or continuation of Eurodollar Rate Advances
or, failing that, will be deemed to have converted such request into a request for Advances
bearing interest based upon the Base Rate in the amount specified therein.
(k) Effective as of April 1, 2009, each reference in the Guaranty and in Exhibit C of the
Credit Agreement to “Chapter 34 of the Texas Business and Commerce Code” shall be amended to refer
to “Chapter 43 of the Texas Civil Practice and Remedies Code”.
Section 3. Reaffirmation of Liens.
(a) The Borrower (i) is party to certain Security Documents securing and supporting the
Borrower’s 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 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 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 Guarantor’s 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;
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
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.
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Section 5. Reaffirmation of GuarantyThe Guarantor hereby ratifies, confirms, and
acknowledges that its obligations under the 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, all of the
Obligations (subject to the terms of the Guaranty), as such Obligations may have been amended by
this Agreement. The Guarantor hereby acknowledges that its execution and delivery of this
Agreement does not indicate or establish an approval or consent requirement by the 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 and Guaranty shall be amended as provided herein, upon the
occurrence of all of the following: (a) the Majority Banks’, the Borrower’s, and the Guarantor’s
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, 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 Texas.
Section 9. Counterparts. This Agreement may be signed in any number of counterparts,
each of which shall be an original.
[The remainder of this page has been left blank intentionally.]
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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 |
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| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | President and Chief Executive Officer | |||
| By: | /s/ Xxxxxxx X. Beer | |||
| Name: | Xxxxxxx X. Beer | |||
| Title: | Senior Vice President and Chief Financial Officer |
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| GUARANTOR: STONE ENERGY OFFSHORE, L.L.C. |
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| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | President and Chief Executive Officer | |||
| By: | /s/ Xxxxxxx X. Beer | |||
| Name: | Xxxxxxx X. Beer | |||
| Title: | Senior Vice President and Chief Financial Officer |
|||
[SIGNATURE PAGE TO AMD NO. 1 TO 2nd A&R CREDIT AGREEMENT]
| AGENT AND ISSUING BANK: BANK OF AMERICA, N.A., as Agent and Issuing Bank |
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| By: | /s/ Xxxxxx X. XxXxxx | |||
| Name: | Xxxxxx X. XxXxxx | |||
| Title: | Senior Vice President | |||
| BANKS: BANK OF AMERICA, N.A. |
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| By: | /s/ Xxxxxx X. XxXxxx | |||
| Name: | Xxxxxx X. XxXxxx | |||
| Title: | Senior Vice President | |||
[SIGNATURE PAGE TO AMD NO. 1 TO 2nd A&R CREDIT AGREEMENT]
| BNP PARIBAS |
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| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Managing Director | |||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Director | |||
[SIGNATURE PAGE TO AMD NO. 1 TO 2nd A&R CREDIT AGREEMENT]
| NATIXIS |
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| By: | /s/ Liana Tchernysheva | |||
| Name: | Liana Tchernysheva | |||
| Title: | Director | |||
| By: | /s/ Xxxxx X. Xxxxxxx, III | |||
| Name: | Xxxxx X. Xxxxxxx, III | |||
| Title: | Managing Director | |||
[SIGNATURE PAGE TO AMD NO. 1 TO 2nd A&R CREDIT AGREEMENT]
| THE BANK OF NOVA SCOTIA |
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| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Director | |||
[SIGNATURE PAGE TO AMD NO. 1 TO 2nd A&R CREDIT AGREEMENT]
| CAPITAL ONE, N.A. |
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| By: | /s/ Xxxx X. Xxxx | |||
| Name: | Xxxx X. Xxxx | |||
| Title: | Vice President | |||
[SIGNATURE PAGE TO AMD NO. 1 TO 2nd A&R CREDIT AGREEMENT]
| TORONTO DOMINION (TEXAS) LLC |
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| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Authorized Signatory | |||
[SIGNATURE PAGE TO AMD NO. 1 TO 2nd A&R CREDIT AGREEMENT]
| ALLIED IRISH BANKS p.l.c. |
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| By: | /s/ Xxxx Xxxxxxxx | |||
| Name: | Xxxx Xxxxxxxx | |||
| Title: | Senior Vice President | |||
| By: | /s/ Xxxxxx Xxxx | |||
| Name: | Xxxxxx Xxxx | |||
| Title: | Vice President | |||
[SIGNATURE PAGE TO AMD NO. 1 TO 2nd A&R CREDIT AGREEMENT]
| BARCLAYS BANK PLC |
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| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Vice President | |||
[SIGNATURE PAGE TO AMD NO. 1 TO 2nd A&R CREDIT AGREEMENT]
| REGIONS BANK |
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| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Vice President | |||
[SIGNATURE PAGE TO AMD NO. 1 TO 2nd A&R CREDIT AGREEMENT]
| U.S. BANK NATIONAL ASSOCIATION |
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| By: | /s/ Xxxx X. Xxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President | |||
[SIGNATURE PAGE TO AMD NO. 1 TO 2nd A&R CREDIT AGREEMENT]
| WHITNEY NATIONAL BANK |
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| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxx | |||
| Title: | Officer | |||
[SIGNATURE PAGE TO AMD NO. 1 TO 2nd A&R CREDIT AGREEMENT]
| JPMORGAN CHASE BANK, N.A. |
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| By: | /s/ Jo Xxxxx Xxxxxxxxx | |||
| Name: | Jo Xxxxx Xxxxxxxxx | |||
| Title: | Vice President | |||
[SIGNATURE PAGE TO AMD NO. 1 TO 2nd A&R CREDIT AGREEMENT]
| SUMITOMO MITSUI BANKING CORPORATION |
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| By: | /s/ Xxxxxxxx Xxxxxxxx | |||
| Name: | Xxxxxxxx Xxxxxxxx | |||
| Title: | General Manager | |||
[SIGNATURE PAGE TO AMD NO. 1 TO 2nd A&R CREDIT AGREEMENT]
