STONE ENERGY CORPORATION $475,000,000 7.500% Senior Notes due 2022 UNDERWRITING AGREEMENTUnderwriting Agreement • November 15th, 2013 • Stone Energy Corp • Crude petroleum & natural gas • New York
Stone Energy Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule 1 hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $475,000,000 aggregate principal amount of its 7.500% Senior Notes due 2022 (the “Notes”). The Notes will be guaranteed (collectively, the “Guarantees”) by Stone Energy Offshore, L.L.C., a Delaware limited liability company (the “Notes Guarantor”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities are to be issued under the Indenture, dated January 26, 2010 (the “Original Indenture”), among the Company, the Notes Guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended and supplemented by the Second Supplemental Indenture relating to the Notes (the “Second Supplemental Indenture”), dated as of November 8, 2012 (as defined below), among the Company, the Notes
