e8vk

0000950129-06-006493.txt : 20060621 0000950129-06-006493.hdr.sgml : 20060621 20060621131058 ACCESSION NUMBER: 0000950129-06-006493 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060616 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060621 DATE AS OF CHANGE: 20060621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STONE ENERGY CORP CENTRAL INDEX KEY: 0000904080 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 721235413 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12074 FILM NUMBER: 06916940 BUSINESS ADDRESS: STREET 1: 625 E KALISTE SALOOM RD CITY: LAFAYETTE STATE: LA ZIP: 70508 BUSINESS PHONE: 3182370410 MAIL ADDRESS: STREET 1: 625 E KALISTLE SALOOM RD CITY: LAFAYETTE STATE: LA ZIP: 70508 8-K 1 h37247ae8vk.htm STONE ENERGY CORPORATION e8vk

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

June 16, 2006
Date of report (Date of earliest event reported)

STONE ENERGY CORPORATION

(Exact Name of Registrant as Specified in Charter)


Delaware	1-12074	72-1235413

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


625 E. Kaliste Saloom Road Lafayette, Louisiana		70508

(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (337) 237-0410

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On June 16, 2006, we entered into an amendment of our $300 million Credit Agreement among Stone Energy Corporation, as Borrower, Bank of America, N.A., as administrative agent, and the financial institutions named therein. The amendment allows for the issuance of up to $250 million of unsecured senior notes and a re-determination of our borrowing base under the Credit Agreement. The amendment is effective as of June 19, 2006.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description of the amendment to the Credit Agreement described under Item 1.01 is incorporated into this Item 2.03 by reference. In addition, the amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


10.1		Amendment No. 3 and Waiver dated as of June 16, 2006 among Stone Energy Corporation, the banks party to the Credit Agreement and Bank of America, N.A., as Agent for the Banks.

-2-

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Stone Energy Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	STONE ENERGY CORPORATION
Date: June 21, 2006	By:	/s/ J. Kent Pierret
		J. Kent Pierret
		Senior Vice President, Chief Accounting Officer and Treasurer

-3-

EXHIBIT INDEX


Exhibit
Number		Description

10.1		Amendment No. 3 and Waiver dated as of June 16, 2006 among Stone Energy Corporation, the banks party to the Credit Agreement and Bank of America, N.A., as Agent for the Banks.

-4-

EX-10.1 2 h37247aexv10w1.htm AMEND. #3 AND WAIVER TO CREDIT AGREEMENT exv10w1

Exhibit 10.1

AMENDMENT NO. 3 AND WAIVER

This Amendment No. 3 and Waiver dated as of June 16, 2006 (the “Agreement”) is among Stone Energy Corporation, a Delaware corporation (“Borrower”), the banks party to the Credit Agreement described below (“Banks”) and Bank of America, N.A., as Agent for the Banks (“Agent”).

INTRODUCTION

A. The Borrower, the Banks, and the Agent have entered into the Credit Agreement dated as of April 30, 2004, as amended by Amendment No. 1 dated as of December 14, 2004 and Amendment No. 2 dated as of March 28, 2006 (as so amended, the “Credit Agreement”).

B. Borrower has requested that the Banks (i) amend the Credit Agreement to permit the issuance of up to $250,000,000 of unsecured senior notes (the “Senior Notes”) by the Borrower, (ii) on the terms set forth herein, redetermine the Borrowing Base in connection with the Borrower’s issuance of the Senior Notes and its potential acquisition of an incremental 66.7% working interest in the Mississippi Canyon 109 field and an incremental 8.3% working interest in the Mississippi Canyon 108 field, for a purchase price not to exceed $190.5 million from BP Exploration & Production Inc. (the “Acquisition”) pursuant to a Purchase and Sale Agreement for Preferential Right Holder (the “Purchase Agreement”), and (iii) waive any notice required in connection with a prepayment of Advances to correct a Borrowing Base deficiency caused by the Borrowing Base redetermination set forth in Section 3(a) below.

THEREFORE, in fulfillment of the foregoing, Borrower, Agent, 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. Effective as of the date specified in Section 7 of this Agreement, the Credit Agreement is amended as follows:

(a) Section 1.1 of the Credit Agreement is hereby amended to insert the following definitions therein, in alphabetical order:

“2006 Indenture” means the Indenture dated as of June, 2006 between the Borrower and JPMorgan Chase Bank, N.A., as Trustee, relating to the issuance of up to $250 million of floating-rate unsecured senior notes due 2010.

“Amendment No. 3” means Amendment No. 3 to this Agreement, dated as of June 16, 2006.

(b) Section 2.2(e) of the Credit Agreement is hereby amended to delete clause (ii) of such Section.

(d) Asset Sales. If, after giving effect to the sale, transfer or other disposition of any of the Borrower’s or any of its Subsidiaries’ Oil and Gas Properties, the aggregate outstanding amount of Advances plus the Letter of Credit Exposure exceeds the Borrowing Base, the Borrower shall repay the Advances by an amount equal to such Borrowing Base deficiency, upon receipt of the proceeds of such sale, transfer, or other disposition, whether at closing of such sale, transfer, or other disposition or thereafter. Each prepayment pursuant to this Section 2.4(d) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.11 as a result of such prepayment being made on such date.

(d) Section 6.2 of the Credit Agreement is hereby amended to delete clause (f) thereof and replace it with the following new clause (f):

(f) up to $250 million of unsecured indebtedness related to the issuance of senior notes pursuant to the 2006 Indenture; provided that (i) such notes are due no earlier than June 1, 2010 (other than by reason of an unscheduled mandatory prepayment in connection with a Merger (as defined in the 2006 Indenture), a Change of Control (as defined in the 2006 Indenture), or the receipt and failure to reinvest proceeds of an Asset Sale (as defined in the 2006 Indenture), provided that the terms of the 2006 Indenture that require a mandatory prepayment with unreinvested proceeds of an Asset Sale shall not be more restrictive in any material respect than those contained in the 2001 Indenture or the 2004 Indenture)); (ii) the initial rate of interest applicable to such indebtedness shall not be higher than 10% per annum; and (iii) the terms of the 2006 Indenture are no more restrictive in any material respect (in the opinion of the Administrative Agent) on the Borrower than those of the 2001 Indenture and the 2004 Indenture, as in effect on the date of Amendment No. 1;

(e) Section 6.3 of the Credit Agreement is hereby amended by replacing the parenthetical in line two with the following parenthetical: “(other than a Credit Document, the 2001 Indenture, the 2004 Indenture, and the 2006 Indenture)”.

(f) Section 6.3 of the Credit Agreement is further amended by adding the following proviso to the end of such Section:

; provided that the 2001 Indenture, the 2004 Indenture, and the 2006 Indenture shall not limit the creation or existence of any Lien securing the Obligations or contain limitations on Restricted Payments made by any Subsidiary to the Borrower or any other Subsidiary that are more restrictive than the limitations in Section 6.5 of this Agreement.

-2-

Section 3. Borrowing Base Redetermination. In accordance with Section 2.2 of the Credit Agreement, the Banks hereby redetermine the Borrowing Base under the Credit Agreement as follows:

(a) if the Senior Notes are issued prior to the consummation of the Acquisition, then the Borrowing Base shall be $250,000,000, effective upon the issuance of the Senior Notes, and if, upon such redetermination, the aggregate outstanding amount of Advances plus the Letter of Credit Exposure exceeds the redetermined Borrowing Base, the Borrower shall, on the date of such redetermination, make a prepayment of Advances in the amount of such excess; and

(b) after the issuance of the Senior Notes and the consummation of the Acquisition, the Borrowing Base shall be $325,000,000, effective upon the later to occur of the issuance of the Senior Notes and the consummation of the Acquisition.

Section 4. Waiver. Notwithstanding any provisions in the Credit Agreement and the other Credit Documents to the contrary, the Banks hereby waive any notice required in connection with a prepayment to correct a Borrowing Base deficiency caused by the redetermination described in Section 3(a) above. This waiver is limited to the extent described herein and shall not be construed to be a waiver of any other default or condition under or action prohibited by the Credit Agreement. The Agent and the Banks reserve the right to exercise any rights and remedies available to them in connection with any future defaults or unmet conditions precedent under the Credit Agreement or any other provision of any Credit Document.

Section 5. 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 6. Representations and Warranties. The Borrower represents and warrants to the Agent and the Banks that:

-3-

(a) as of the date of the most recently delivered engineering report, the Mortgaged Property Value was equal to or exceeded 80% of the Oil and Gas Property Value as set forth in such engineering report;

(b) after giving effect to the Acquisition, the Mortgaged Property Value is equal to or exceeds 80% of the Oil and Gas Property Value, calculated immediately after the consummation of the Acquisition rather than as of the date of the most recent engineering report;

(c) 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;

(d) (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

(e) as of the effectiveness of this Agreement and after giving effect thereto, no Default or Event of Default has occurred and is continuing.

Section 7. 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’ and the Borrower’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 shall have 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 8. Post-Closing Covenants.

(a) Promptly after the issuance of the Senior Notes, the Borrower shall deliver to the Agent a certified copy of the executed 2006 Indenture, together with all exhibits and schedules thereto.

(b) Promptly after the signing of the final Purchase Agreement, the Borrower shall deliver to the Agent a certified copy of the executed Purchase Agreement, together with all exhibits and schedules thereto. If the Purchase Agreement is amended prior to the consummation of the Acquisition, the Borrower shall deliver to the Agent a certified copy of each such executed amendment, promptly after the signing of such Amendment.

Section 9. 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.

-4-

Section 10. Choice of Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas.

Section 11. 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.]

-5-

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/ David H. Welch
	Name:	David H. Welch
	Title:	President and Chief Executive Officer


By:	/s/ Kenneth H. Beer
	Name:	Kenneth H. Beer
	Title:	Senior Vice President and Chief Financial Officer