AMENDMENT NO. 3 TO THE RIGHTS AGREEMENTRights Agreement • June 30th, 2006 • Energy Partners LTD • Crude petroleum & natural gas • New York
This AMENDMENT NO. 3 (this “Amendment”) to the Rights Agreement (the “Rights Agreement”) dated as of October 15, 1998, between Stone Energy Corporation, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”), as amended by Amendment No. 1 thereto dated as of October 28, 2000, and as amended by Amendment No. 2 thereto dated as of April 23, 2006, is between the Company and the Rights Agent and is entered into as of June 22, 2006. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Rights Agreement.
VOTING AGREEMENT (Parent)Voting Agreement • June 30th, 2006 • Energy Partners LTD • Crude petroleum & natural gas • Delaware
VOTING AGREEMENT (this “Agreement”) dated as of June 22, 2006, by and among Energy Partners, Ltd., a Delaware corporation (“Parent”), Stone Energy Corporation, a Delaware corporation (“Target”), James H. Stone, David H. Welch, Peter K. Barker, Robert A. Bernhard, George R. Christmas, B.J. Duplantis, Raymond B. Gary, John P. Laborde, Richard A Pattarozzi, Kay G. Priestly, and David R. Voelker (each of Messrs. Stone, Welch, Barker, Bernhard, Christmas, Duplantis, Gary, Laborde, Pattarozzi and Voelker, and Ms. Priestly, a “Stockholder” and collectively, the “Stockholders”).
