AMENDMENT NO. 2 TO THE RIGHTS AGREEMENTRights Agreement • May 3rd, 2006 • Plains Exploration & Production Co • Crude petroleum & natural gas • New York
This AMENDMENT NO. 2 (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 ChaseMellon Shareholder Services, L.L.C., 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, is between the Company and the Rights Agent and is entered into as of April 23, 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 • May 3rd, 2006 • Plains Exploration & Production Co • Crude petroleum & natural gas • Delaware
VOTING AGREEMENT (this “Agreement”) dated as of April 23, 2006, by and among Plains Exploration & Production Company, a Delaware corporation (“Parent”), Stone Energy Corporation, a Delaware corporation (“Target”), James H. Stone, David H. Welch, John P. Laborde, Peter K. Barker, George R. Christmas, Richard A Pattarozzi, David R. Voelker, Raymond B. Gary, Robert A. Bernhard and B.J. Duplantis (each of Messrs. Stone, Welch, Laborde, Barker, Christmas, Pattarozzi, Voelker, Gary, Bernhard and Duplantis, a “Stockholder” and collectively, the “Stockholders”).
AGREEMENT AND PLAN OF MERGER By and Among PLAINS EXPLORATION & PRODUCTION COMPANY, PLAINS ACQUISITION CORPORATION and STONE ENERGY CORPORATION Dated as of April 23, 2006Agreement and Plan of Merger • May 3rd, 2006 • Plains Exploration & Production Co • Crude petroleum & natural gas • Delaware
This Agreement and Plan of Merger (this “Agreement”) dated April 23, 2006, by and among Plains Exploration & Production Company, a Delaware corporation (“Parent”), Plains Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub,” and, together with Parent, the “Parent Parties”) and Stone Energy Corporation, a Delaware corporation (“Target”).
