8-K

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

August 27, 2008
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 August 28, 2008, Stone Energy Corporation, a Delaware corporation (“Stone”), entered into an amended and restated revolving credit facility totaling $700 million through a syndicate of banks led by Bank of America, N.A. and Banc of America Securities LLC. The credit facility matures on July 1, 2011. The facility is required to be guaranteed by all of the material direct and indirect subsidiaries of Stone. As of August 28, 2008, the facility is guaranteed by Stone Energy Offshore, L.L.C., a Delaware limited liability company and a wholly owned subsidiary of Stone (“Stone Offshore”).

     Stone’s availability under the credit facility will be governed by a borrowing base which is currently set at $700 million. The determination of the future borrowing base will be made by the lenders taking into consideration the estimated value of the oil and gas properties of Stone and its direct and indirect material subsidiaries in accordance with the lenders’ customary practices for oil and gas loans. This process involves reviewing estimated proved reserves and their valuation of such properties. The borrowing base is redetermined semi-annually each May 1 and November 1 and the available borrowing amount could be increased or decreased as a result of such redeterminations. In addition, the borrowing base may be redetermined up to two additional times in any calendar year if requested by lenders holding 66²/₃% of the outstanding loans and commitments under the credit facility, and may be redetermined up to two additional times in any calendar year if requested by Stone. Finally, the borrowing base may be redetermined from time to time upon the occurrence of a material adverse change as defined in the credit facility.

              The credit facility is collateralized by substantially all of Stone’s, Stone Offshore’s and their material subsidiaries’ assets. Stone and Stone Offshore are required to mortgage, and grant a security interest in, their oil and gas reserves representing at least 80% of the discounted present value of the future net income of Stone, Stone Offshore and their material subsidiaries oil and gas reserves reviewed in determining the borrowing base.

     At Stone’s option, loans under the credit facility will bear interest at a rate based on the adjusted London Interbank Offering Rate plus an applicable margin, or a rate based on the prime rate or Federal funds rate plus an applicable margin. The credit facility provides for optional and mandatory prepayments, affirmative and negative covenants, and interest coverage ratio and leverage ratio maintenance covenants.

     Stone intends to file the amended and restated credit facility as an exhibit to its next quarterly report on Form 10-Q.

Item 2.01. Completion of Acquisition or Disposition of Assets.

     On August 28, 2008, Stone announced that it had completed the previously announced acquisition of Bois d’Arc Energy, Inc. (“Bois d’Arc”). Pursuant to the terms and conditions of the Agreement and Plan of Merger dated as of April 30, 2008, among Stone, Stone Offshore and Bois d’Arc (the “Merger Agreement”), Bois d’Arc was merged with and into Stone Offshore, with Stone Offshore surviving the merger as a wholly owned subsidiary of Stone.

     Pursuant to the Merger Agreement, Stone paid total merger consideration of approximately $935 million in cash and issued approximately 11.3 million shares of its common stock for the acquisition. In the merger, each issued and outstanding share of Bois d’Arc common stock was converted into (i) 0.165 shares of common stock of Stone, and (ii) $13.65 per share in cash, without interest.  The merger is structured to qualify as a reorganization for U.S. federal income tax purposes, such that each Bois d’Arc stockholder generally should be subject to U.S. federal income tax only on the cash it receives in the merger. A copy of the Merger Agreement has been filed with the Securities and Exchange Commission (“SEC”) as Exhibit 2.1 to Stone’s Current Report on Form 8-K filed with the SEC on April 30, 2008 and as Annex A to Stone’s Registration Statement on Form S-4 (File No. 333-151509) and is incorporated into this Item 2.01 by reference.

     The source of funds for the cash component of the merger consideration included approximately $510 million of cash on hand and borrowings of $425 million under Stone’s amended and restated credit facility.

     Concurrently with the execution of the merger agreement, Stone entered into stockholder agreements (the “Stockholder Agreements”) with each of Comstock Resources, Inc. (“Comstock”), Wayne and Gayle Laufer and Gary Blackie. As of such date, Comstock, Mr. and Mrs. Laufer and Mr. Blackie beneficially owned an aggregate of approximately 67% of the total issued and outstanding shares of Bois d’Arc common stock.

     In addition, in its stockholder agreement, Comstock agreed to a one-year lock-up with respect to any securities of Stone that it will own upon completion of the merger, including the shares of Stone common stock that it received in the merger. Comstock owns about 13% of the total outstanding Stone common stock, which it received pursuant to the merger. Comstock also agreed to certain restrictions on transfer of any securities of Stone that it will own upon completion of the merger during the period beginning upon the expiration of the one-year lock-up and the earlier of three years after the effective date of the merger and such time as Comstock owns less than 5% of the outstanding voting securities of Stone. In addition, for the period beginning upon the effective date of the merger and until the earlier of three years after the effective date of the merger or such time as Comstock owns less than 5% of the outstanding voting securities of Stone, Comstock agreed not to acquire, agree to acquire or make any proposal to acquire any additional shares of Stone common stock or other securities or property of Stone or to enter into extraordinary transactions with Stone or seek to influence the management or control of Stone.

     As consideration for Comstock’s agreement to be bound by these restrictions, Stone granted Comstock certain registration rights for the shares of Stone common stock that Comstock will receive in the merger. Pursuant to these registration rights, Comstock may elect to participate in any underwritten offering conducted by Stone during the one year lock-up period, subject to customary cut-back rights of the underwriters, and Stone will use its commercially reasonable efforts to cause a registration statement for the resale from time to time by Comstock of such shares of Stone common stock to become effective as of the expiration of the one year lock-up period and to be continuously effective thereafter until the earlier of (i) the time that Comstock has sold all of the shares of Stone common stock received in the merger, (ii) the time that Comstock is able to sell all shares of Stone common stock received in the merger and still held by it without restriction under Rule 144(b)(i) under the Securities Act and (iii) the date that is three years following the effective date of the merger.

     The Stockholder Agreements terminated on the effective date of the merger, August 28, 2008. However, the lock-up and other restrictions and registration rights contained in the Comstock stockholder agreement described above will remain in effect after the effective date of the merger for the periods described above. The Stockholder Agreements were previously filed with the SEC as Exhibits 2.2, 2.3 and 2.4 to Stone’s Current Report on Form 8-K filed on May 6, 2008.

     Concurrently with the execution of the Merger Agreement on April 30, 2008, Stone entered into a Participation Agreement (the “Participation Agreement”) with Gary Blackie, William Holman and Gregory Martin (the “Principals”). Pursuant to the Participation Agreement, the Principals agreed to develop oil and gas prospects exclusively for Stone through a new entity to be formed by the Principals. These individuals have formed Bois d’Arc Exploration LLC (“BDX”), which has assumed their obligations under the Participation Agreement. Under the Participation Agreement, Stone agreed to advance to BDX up to $3,000,000 for the purpose of enabling BDX to acquire seismic data; however, depending on the number of prospects accepted by Stone under the Participation Agreement, Stone may receive a return of up to $1,500,000 of these seismic data costs. Stone has also agreed to pay up to one half of BDX’s general and administrative expenses actually incurred by BDX, in an amount not to exceed $135,000 per month. Stone and BDX have agreed to pay their respective share of all leasehold acquisition costs relating to any prospect. The Participation Agreement commences on the effective time of the merger, and, unless extended or otherwise terminated in accordance with the Participation Agreement, continues until December 31, 2011. The Participation Agreement was previously filed with the SEC as Exhibit 2.5 to Stone’s Current Report on Form 8-K filed on May 6, 2008.

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

Amended and Restated Credit Facility.

     The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated in this Item 2.03 by reference.

First Supplemental Indenture Regarding the Stone 2011 Notes.

     On August 28, 2008 Stone, Stone Offshore and The Bank of New York Mellon Trust Company, NA (“BNY Mellon”), as successor in interest to JPMorgan Chase Bank, National Association (“JPMorgan”), as trustee, entered into a First Supplemental Indenture dated as of August 28, 2008 (the “First Supplemental Indenture”). The First Supplemental Indenture supplements the Indenture dated December 10, 2001 (the “2011 Indenture”) between Stone and JPMorgan, as trustee, which governs the terms of Stone’s 8 1/4% Senior Subordinated Notes due 2011 (the “2011 Notes”). The 2011 Notes are now guaranteed by Stone Offshore on an unsecured senior subordinated basis. The description of the provisions of the First Supplemental Indenture set forth above is qualified in its entirety by reference to the full and complete terms set forth in the First Supplemental Indenture, which is filed as Exhibit 4.1 hereto and is incorporated into this report by reference.

First Supplemental Indenture Regarding the Stone 2014 Notes.

     On August 28, 2008 Stone, Stone Offshore and BNY Mellon, as successor in interest to JPMorgan, as trustee, entered into a First Supplemental Indenture dated as of August 28, 2008 (the “First Supplemental Indenture”). The First Supplemental Indenture supplements the Indenture dated December 15, 2004 (the “2014 Indenture”) between Stone and JPMorgan, as trustee, which governs the terms of Stone’s 6 3/4% Senior Subordinated Notes due 2014 (the “2014 Notes”). The 2014 Notes are now guaranteed by Stone Offshore on an unsecured senior subordinated basis. The description of the provisions of the First Supplemental Indenture set forth above is qualified in its entirety by reference to the full and complete terms set forth in the First Supplemental Indenture, which is filed as Exhibit 4.2 hereto and is incorporated into this report by reference.

Item 7.01. Regulation FD Disclosure.

Results of Special Meeting of Stone Stockholders.

     On August 27, 2008, Stone announced that at a special meeting of stockholders held on August 27, 2008, in Lafayette, Louisiana, its stockholders approved the issuance of additional shares of Stone common stock pursuant to the Merger Agreement. A copy of the Stone press release announcing the approval of the issuance of additional shares of Stone common stock at the Stone special meeting is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Results of Special Meeting of Bois d’Arc Stockholders.

     On August 27, 2008, Bois d’Arc announced that, at a special meeting of the Bois d’Arc stockholders held on August 27, 2008 in Houston, Texas, its stockholders approved and adopted the Merger Agreement. In the merger, each issued and outstanding share of Bois d’Arc common stock was converted into (i) 0.165 shares of common stock of Stone, and (ii) $13.65 per share in cash, without interest.  A copy of the Bois d’Arc press release announcing the approval of the merger at the Bois d’Arc special meeting is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Completion of Bois d’Arc Acquisition

     On August 28, 2008, Stone issued a press release announcing that it had completed the previously announced acquisition of Bois d’Arc. Stone also announced that it had reached an agreement with its commercial

banks to amend and restate its credit facility in connection with the Bois d’Arc acquisition. The initial borrowing base will be $700 million. The full text of the press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K.

     These materials are not a substitute for the registration statement that was filed with the SEC in connection with Stone’s proposed acquisition of Bois d’Arc, or the joint proxy statement/prospectus that was mailed to shareholders on or about July 25, 2008. Investors and security holders of Stone and Bois d’Arc are urged to read these documents and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they contain important information about Stone and Bois d’Arc and the transaction. These documents may be obtained free of charge at the SEC’s website, www.sec.gov, or by directing a request to Stone Energy Corporation, 625 E. Kaliste Saloom Road, Lafayette, Louisiana 70508, Attention: Investor Relations; or by directing a request to Bois d’Arc Energy, Inc., 600 Travis Street, Suite 5200, Houston, TX 77002, Attention: Investor Relations.

     In accordance with General Instruction B.2 of Form 8-K, the information in this report, including Exhibits 99.1, 99.2 and 99.3 is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information and Exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

     (a) Financial Statements of Businesses Acquired.

     Financial statements of Bois d’Arc required by Regulation S-X have not been included herein but will be filed by an amendment to this Current Report on Form 8-K not later than 71 days after the date that this Current Report on Form 8-K is required to be filed.

     (b) Pro Forma Financial Information.

     Pro forma financial information of the combined company required by Regulation S-X has not been included herein but will be filed by an amendment to the Current Report on Form 8-K not later than 71 days after the date that this Current Report on Form 8-K is required to be filed.

     (d) Exhibits

2.1	Agreement and Plan of Merger, by and among Stone Energy Corporation, Stone Energy Offshore, L.L.C. and Bois d’Arc Energy, Inc., dated as of April 30, 2008 (incorporated by reference to Exhibit 2.1 to Stone’s Current Report on Form 8-K filed on May 6, 2008).
2.2	Stockholder Agreement, by and among Stone Energy Corporation and Comstock Resources, Inc., dated as of April 30, 2008 (incorporated by reference to Exhibit 2.2 to Stone’s Current Report on Form 8-K filed on May 6, 2008).
2.3	Participation Agreement, among Stone Energy Corporation, Gary W. Blackie, William E. Holman, and Gregory T. Martin, dated as of April 30, 2008 (incorporated by reference to Exhibit 2.5 to Stone’s Current Report on Form 8-K filed on May 6, 2008).
4.1	First Supplemental Indenture, dated August 28, 2008, to the Indenture between Stone Energy Corporation and JPMorgan Chase Bank dated December 10, 2001
4.2	First Supplemental Indenture, dated August 28, 2008, to the Indenture between Stone Energy Corporation and JPMorgan Chase Bank, National Association, as trustee, dated December 15, 2004
99.1	Stone Energy Corporation press release dated August 27, 2008, “Stone Energy Corporation and Bois d’Arc Energy, Inc. Announce Stockholders Vote to Approve Merger.”
99.2	Bois d’Arc press release dated August 27, 2008, “Bois d’Arc and Stone Energy Corporation Announce Stockholders Vote to Approve Merger.”
99.3	Stone Energy Corporation press release dated August 28, 2008, “Stone Energy Corporation Announces the Closing of the Bois d’Arc Acquisition.”

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: August 29, 2008	By:	/s/ J. Kent Pierret
		J. Kent Pierret
		Senior Vice President,
		Chief Accounting Officer and Treasurer

EXHIBIT INDEX

Exhibit
Number		Description
	2.1	Agreement and Plan of Merger, by and among Stone Energy Corporation, Stone Energy Offshore, L.L.C. and Bois d’Arc Energy, Inc., dated as of April 30, 2008 (incorporated by reference to Exhibit 2.1 to Stone’s Current Report on Form 8-K filed on May 6, 2008).
	2.2	Stockholder Agreement, by and among Stone Energy Corporation and Comstock Resources, Inc., dated as of April 30, 2008 (incorporated by reference to Exhibit 2.2 to Stone’s Current Report on Form 8-K filed on May 6, 2008).
	2.3	Participation Agreement, among Stone Energy Corporation, Gary W. Blackie, William E. Holman, and Gregory T. Martin, dated as of April 30, 2008 (incorporated by reference to Exhibit 2.5 to Stone’s Current Report on Form 8-K filed on May 6, 2008).
	4.1	First Supplemental Indenture, dated August 28, 2008, to the Indenture between Stone Energy Corporation and JPMorgan Chase Bank dated December 10, 2001
	4.2	First Supplemental Indenture, dated August 28, 2008, to the Indenture between Stone Energy Corporation and JPMorgan Chase Bank, National Association, as trustee, dated December 15, 2004
	99.1	Stone Energy Corporation press release dated August 27, 2008, “Stone Energy Corporation and Bois d’Arc Energy, Inc. Announce Stockholders Vote to Approve Merger.”
	99.2	Bois d’Arc press release dated August 27, 2008, “Bois d’Arc and Stone Energy Corporation Announce Stockholders Vote to Approve Merger.”
	99.3	Stone Energy Corporation press release dated August 28, 2008, “Stone Energy Corporation Announces the Closing of the Bois d’Arc Acquisition.”

EX-4.1

Exhibit 4.1

FIRST SUPPLEMENTAL INDENTURE

     FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of August 28, 2008, among Stone Energy Offshore, L.L.C. (the “New Subsidiary Guarantor”), a Delaware limited liability company and subsidiary of Stone Energy Corporation, a Delaware corporation (the “Company”), the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank, a New York banking corporation, under the Indenture referred to below (the “Trustee”).

WITNESSETH:

     WHEREAS the Company has heretofore executed and delivered to the Trustee an Indenture (the “Indenture”) dated as of December 10, 2001, providing for the issuance of an unlimited aggregate principal amount of 8¹/₄% Senior Subordinated Notes due 2011 (the “Securities”);

     WHEREAS Section 4.13 of the Indenture provides that under certain circumstances the Company is required to cause the New Subsidiary Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Subsidiary Guarantor shall unconditionally guarantee all the Company’s obligations under the Securities pursuant to a Subsidiary Guaranty on the terms and conditions set forth herein; and

     WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Company are authorized to execute and deliver this Supplemental Indenture;

     NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantor, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows:

     1. Agreement to Guarantee. The New Subsidiary Guarantor hereby agrees, jointly and severally with all other Subsidiary Guarantors, if any, to unconditionally guarantee the Company’s obligations under the Securities on the terms and subject to the conditions set forth in Article 11 of the Indenture and to be bound by all other applicable provisions of the Indenture.

     2. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

     3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD OTHERWISE REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

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     4. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

     5. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

     6. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

STONE ENERGY OFFSHORE, L.L.C.
By:	STONE ENERGY CORPORATION
	its Sole Member
By:	/s/ Kenneth H. Beer
Name:	Kenneth H. Beer
Title:	Senior Vice President and
	Chief Financial Officer
STONE ENERGY CORPORATION
By:	/s/ Kenneth H. Beer
Name:	Kenneth H. Beer
Title:	Senior Vice President and
	Chief Financial Officer
THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.
as Trustee
By:	/s/ Julie H.Ramos
Name:	Julie Hoffman-Ramos
Title:	Assistant Treasurer

Signature Page to First Supplemental Indenture

EX-4.2

Exhibit 4.2

FIRST SUPPLEMENTAL INDENTURE

     FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of August 28, 2008, among Stone Energy Offshore, L.L.C. (the “New Subsidiary Guarantor”), a Delaware limited liability company and subsidiary of Stone Energy Corporation, a Delaware corporation (the “Company”), the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank, National Association, a national banking association, under the Indenture referred to below (the “Trustee”).

WITNESSETH:

     WHEREAS the Company has heretofore executed and delivered to the Trustee an Indenture (the “Indenture”) dated as of December 15, 2004, providing for the issuance of an unlimited aggregate principal amount of 6 ³/4% Senior Subordinated Notes due 2014 (the “Securities”);

     WHEREAS Section 4.13 of the Indenture provides that under certain circumstances the Company is required to cause the New Subsidiary Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Subsidiary Guarantor shall unconditionally guarantee all the Company’s obligations under the Securities pursuant to a Subsidiary Guaranty on the terms and conditions set forth herein; and

     WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Company are authorized to execute and deliver this Supplemental Indenture;

     NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantor, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows:

     1. Agreement to Guarantee. The New Subsidiary Guarantor hereby agrees, jointly and severally with all other Subsidiary Guarantors, if any, to unconditionally guarantee the Company’s obligations under the Securities on the terms and subject to the conditions set forth in Article 11 of the Indenture and to be bound by all other applicable provisions of the Indenture.

     2. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

     3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD OTHERWISE REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

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     4. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

     5. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

     6. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

STONE ENERGY OFFSHORE, L.L.C.
By:	STONE ENERGY CORPORATION
	its Sole Member
By:	/s/ Kenneth H. Beer
Name:	Kenneth H. Beer
Title:	Senior Vice President and
	Chief Financial Officer
STONE ENERGY CORPORATION
By:	/s/ Kenneth H. Beer
Name:	Kenneth H. Beer
Title:	Senior Vice President and
	Chief Financial Officer
THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.
as Trustee
By:	/s/ Julie H. Ramos
Name:	Julie Hoffman-Ramos
Title:	Assistant Treasurer

Signature Page to First Supplemental Indenture

EX-99.1

Exhibit 99.1

STONE ENERGY CORPORATION AND BOIS D’ARC ENERGY, INC.

Announce Stockholders Vote to Approve Merger

LAFAYETTE, LA. August 27, 2008

     Stone Energy Corporation (“Stone”) (NYSE: SGY) and Bois d’Arc Energy, Inc. (“Bois d’Arc”) (NYSE: BDE) today reported that the Stone stockholders have voted to approve the issuance of additional shares of Stone common stock pursuant to the previously announced merger agreement pursuant to which Stone will acquire Bois d’Arc and that the Bois d’ Arc stockholders have voted to approve the merger agreement. Under the terms of the merger agreement, Bois d’Arc stockholders will receive $13.65 per share in cash and 0.165 shares of Stone common stock for each share of Bois d’Arc common stock.

     Stone reported that 82.6% of its stockholders were represented at the special meeting called to consider approval of issuance of additional shares of Stone common stock pursuant to the merger agreement. Approximately 97.3% of the shares represented at the meeting voted in favor of the proposal. Bois d’Arc reported that 92.1% of its stockholders were represented at the special meeting called to consider approval of the merger agreement. Approximately 99.7% of the shares represented at the meeting voted in favor of the transaction.

     Stone and Bois d’Arc expect to close the merger on August 28, 2008, subject to customary closing conditions.

     Stone Energy is an independent oil and natural gas company headquartered in Lafayette, Louisiana, and is engaged in the acquisition, exploration, exploitation, development and operation of oil and gas properties located primarily in the Gulf of Mexico. For additional information, contact Kenneth H. Beer, Chief Financial Officer, at 337-237-0410-phone, 337-237-0426-fax or via e-mail at CFO@StoneEnergy.com.

     Bois d’Arc Energy is a growing independent exploration company engaged in the discovery and production of oil and natural gas in the Gulf of Mexico. The Company’s stock is traded on the New York Stock Exchange under the symbol “BDE”.

     Certain statements in this press release are forward-looking and are based upon Stone’s current belief as to the outcome and timing of future events. All statements, other than statements of historical facts, that address activities that Stone plans, expects, believes, projects, estimates or anticipates will, should or may occur in the future, including future production of oil and gas, future capital expenditures and drilling of wells and future financial or operating results are forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein include the timing and extent of changes in commodity prices for oil and gas, drilling and other operating risks, tropical cyclones, including hurricanes, tropical storms and tropical depressions, and other risk factors as described in Stone’s Annual Report on Form 10-K and Current Reports on Form 10-Q as filed with the Securities and Exchange Commission (“SEC”). Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, Stone’s actual results and plans could differ materially from those expressed in the forward-looking statements.

EX-99.2

 

 
Exhibit 99.2
 

	600 Travis Street
	Suite 5200
	Houston, Texas 77002
	Contact: Roland O. Burns
	Chief Financial Officer
	(972) 668-8811
	Web site:  www.boisdarcenergy.com

NEWS RELEASE

For Immediate Release

BOIS d’ARC ENERGY, INC. AND STONE ENERGY CORPORATION ANNOUNCE STOCKHOLDERS VOTE TO APPROVE MERGER

HOUSTON, TEXAS, August 27, 2008 – Bois d’Arc Energy, Inc. (“Bois d’Arc”) (NYSE: BDE) and Stone Energy Corporation (“Stone”) (NYSE: SGY) today reported that their respective stockholders have voted to approve the previously announced merger in which Stone will acquire Bois d’Arc.  Under the terms of the merger agreement, Bois d’Arc stockholders are receiving $13.65 in cash per share and 0.165 shares of Stone common stock for each share of Bois d’Arc common stock.

     Bois d’Arc reported that 92.1% of its stockholders were represented at the special meeting called to vote upon the proposed merger.  99.7% of the shares represented at the meeting voted in favor of the transaction.  Stone reported that 82.6% of its stockholders were represented at the special meeting called to vote upon the proposed merger.  97.3% of the shares represented at the Stone meeting voted in favor of the transaction.  The transaction is expected to close on August 28, 2008.  

     This press release may contain “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995.  Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described herein.  Although the Company believes the expectations in such statements to be reasonable, there can be no assurance that such expectations will prove to be correct.

EX-99.3

Exhibit 99.3

STONE ENERGY CORPORATION

Announces the Closing of the Bois d’Arc Acquisition

LAFAYETTE, LA. August 28, 2008

     Stone Energy Corporation (NYSE:SGY) announced today that it completed its previously announced acquisition of Bois d’Arc Energy, Inc. (NYSE: BDE). As a result of this transaction, Bois d’Arc stockholders will receive $13.65 per share in cash, and 0.165 shares of Stone common stock for each share of Bois d’Arc common stock. Stone paid approximately $935 million in cash and issued approximately 11.3 million shares in connection with this transaction. Stone funded the cash portion of the acquisition with cash on hand of approximately $510 million and borrowings of $425 million under its newly amended and restated $700 million credit facility.

     David Welch, President and CEO of Stone, stated, “The acquisition of Bois d’Arc will provide Stone with a substantial inventory of exploration and exploitation projects. We expect to move quickly to absorb operations and to accelerate our combined drilling program. Even after this acquisition, our balance sheet remains strong and we expect to generate significant free cash flow for the remainder of the year as our combined daily production is expected to be 290 million to 320 million cubic feet equivalent in the fourth quarter. We welcome those Bois d’Arc employees who have elected to join Stone, and we also look forward to working with Gary Blackie and his exploration group through our new participation agreement with Bois d’Arc Exploration LLC.”

     As noted, today Stone entered into an amended and restated $700 million credit facility with an expiration of July 2011. The borrowing base was set at $700 million, and the initial draw was $425 million, with another $46.1 million in outstanding letters of credit.

     Stone Energy is an independent oil and natural gas company headquartered in Lafayette, Louisiana, and is engaged in the acquisition, exploration, exploitation, development and operation of oil and gas properties located primarily in the Gulf of Mexico. For additional information, contact Kenneth H. Beer, Chief Financial Officer, at 337-237-0410-phone, 337-237-0426-fax or via e-mail at CFO@StoneEnergy.com.

     Certain statements in this press release are forward-looking and are based upon Stone’s current belief as to the outcome and timing of future events. All statements, other than statements of historical facts, that address activities that Stone plans, expects, believes, projects, estimates or anticipates will, should or may occur in the future, including future production of oil and gas, future capital expenditures and drilling of wells and future financial or operating results are forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein include the timing and extent of changes in commodity prices for oil and gas, drilling and other operating risks, tropical cyclones, including hurricanes, tropical storms and tropical depressions, and other risk factors as described in Stone’s Annual Report on Form 10-K and Current Reports on Form 10-Q as filed with the Securities and Exchange Commission (“SEC”). Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, Stone’s actual results and plans could differ materially from those expressed in the forward-looking statements.