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Exhibit 10.14
Execution Version
AMENDMENT NO. 4 AND WAIVER
This Amendment No. 4 and
Waiver dated as of July 12, 2006 (the " Agreement ") is
among Stone Energy Corporation, a Delaware corporation ("
Borrower "), the financial institutions party to the Credit
Agreement described below as Banks (" Banks "), and Bank of
America, N.A., as Agent for the Banks (" Agent ") and as
Issuing Bank (" Issuing Bank ").
INTRODUCTION
A. The Borrower, the Banks,
the Issuing Bank, 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, Amendment No. 2
dated as of March 28, 2006, and Amendment No. 3 and
Waiver dated as of June 16, 2006 (as so amended, the "
Credit Agreement ").
B. Borrower has requested
that the Banks (i) amend the Credit Agreement to increase the
sublimit for Letters of Credit issued thereunder to $75,000,000 and
(ii) waive any default under Section 2.6(a)(i)(A) of the
Credit Agreement caused by the issuance of Issuing Bank’s
Letter of Credit #3083069 on July 7, 2006 for the
Borrower’s account, for the benefit of BP Exploration &
Production, Inc., in the face amount of $34,000,000, and with an
expiration date of June 5, 2007 (the " Acquisition L/C
").
THEREFORE, in fulfillment of the
foregoing, Borrower, Agent, the Issuing Bank, 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 6 of this
Agreement, Section 2.6(a)(i)(A) of the Credit Agreement is
amended to delete the reference therein to "$50,000,000" and
replace it with a reference to "$75,000,000".
Section 3. Waiver .
Notwithstanding any provisions in the Credit Agreement and the
other Credit Documents to the contrary, the Banks hereby waive any
existing Default or Event of Default under
Section 2.6(a)(i)(A) of the Credit Agreement caused by the
issuance of the Acquisition L/C. 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 4. 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
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