AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

This Amendment No. 3 to Fourth Amended and Restated Credit Agreement dated as of June 14, 2016 (this “Agreement”) is among Stone Energy Corporation, a Delaware corporation (the “Borrower”), Stone Energy Offshore, L.L.C., a Delaware limited liability company (“Offshore”), SEO A LLC, a Delaware limited liability company (“SEO A”), SEO B LLC, a Delaware limited liability company (“SEO B” and, together with Offshore and SEO A, each a “Guarantor” and, collectively, the “Guarantors”), the financial institutions party to the Credit Agreement described below as Banks (the “Banks”), and Bank of America, N.A., as Agent for the Banks (the “Agent”) and as Issuing Bank (the “Issuing Bank”).

(i)The Borrower, the Banks, the Issuing Bank, and the Agent have entered into the Fourth Amended and Restated Credit Agreement dated as of June 24, 2014, as amended by Amendment No. 1 dated as of May 1, 2015 and Amendment No. 2 dated as of February 3, 2016 (as further amended, restated, amended and restated or otherwise modified from time to time, the “Credit Agreement”).

(ii)The Borrower, the Guarantors, and the Agent have entered into that certain Third Amended and Restated Security Agreement dated as of June 24, 2014 (as amended, restated, amended and restated or otherwise modified from time to time, the “Security Agreement”).

(iii)The Borrower wishes to amend, and the Banks party hereto, representing all of the Banks, have agreed to amend, the Credit Agreement and the Security Agreement on the terms and subject to the conditions set forth below.

(iv)The Guarantors are parties to that certain Second Amended and Restated Guaranty dated as of June 24, 2014 (as amended, restated, amended and restated or otherwise modified, the “Guaranty”).

(v)Each Guarantor wishes to reaffirm its guarantee of the Obligations as amended by this Agreement.

THEREFORE, in fulfillment of the foregoing, the Borrower, each Guarantor, the 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.Amendments to Credit Agreement. Upon the satisfaction of the conditions specified in Section 7 of this Agreement, and, unless otherwise specified, effective as of the date set forth above, the Credit Agreement is amended as follows:

        

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

(b)Section 1.1 of the Credit Agreement is hereby amended to restate the following definitions to read in their respective entirety as follows:

(c)Section 2.2(a) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof:

(d)Section 2.2(b) of the Credit Agreement is hereby amended to read in its entirety as follows:

(b)    From the date hereof through the Maturity Date and subject to the further provisions of this Section 2.2, the Borrowing Base shall be redetermined by the Required Banks each May 1 and November 1 in accordance with Section 2.2 on the basis of information, including the Oil and Gas Reserve Reports required to be delivered before each such date supplied by Borrower in compliance with the provisions of this Agreement, such additional data concerning pricing, quantities of production, purchasers of production, and other information and engineering and geological data with respect thereto as the Agent or any Bank may reasonably request, together with all other information then available to the Agent and the Banks; provided that the first such scheduled redetermination shall occur on November 1, 2014; and, provided further, that (x) no such scheduled redeterminations shall occur during the Amendment No. 3 Covered Period prior to January 15, 2017 and (y) in lieu of the scheduled redetermination that would otherwise occur on November 1, 2016, a redetermination shall occur on January 15, 2017. Notwithstanding the foregoing, the Required Banks may, in the exercise of their good faith discretion, require additional redeterminations of the Borrowing Base in accordance with Section 2.2(d) by providing written notice to the Borrower, but only two such requests may be made during any calendar year; provided that no such requests may be made during the Amendment No. 3 Covered Period.

(e)Section 2.2(e) of the Credit Agreement is hereby amended to read in its entirety as follows:

(e)    Upon any sale, lease, transfer, unwinding, termination, novation or other Disposition (including pursuant to a Farm-Out Agreement, participation or other agreement that would reduce the Borrower’s or such Restricted Subsidiary’s interest in any Property) (it being understood that for purposes of this paragraph (e)), the designation of a Restricted Subsidiary owning Oil and Gas Properties as an Unrestricted Subsidiary shall be deemed to constitute a Disposition by the Borrower of Oil and Gas Properties), whether directly or indirectly, and whether or not in the ordinary course of business, by the Borrower or any of its Restricted Subsidiaries of Borrowing Base Assets or equity interests in a Restricted Subsidiary owning Borrowing Base Assets that (individually or on a cumulative

basis with all such Dispositions consummated since the determination of the most recently determined Borrowing Base) (x) have Oil and Gas Property Value allocated to such Borrowing Base Assets in the most recent Oil and Gas Reserve Report (the “Allocated Value”) in excess of 5% of the amount of such Borrowing Base, or (y) in the case of Swap Contracts, have Net Cash Proceeds in excess of 5% of the amount of such Borrowing Base, the Borrowing Base shall automatically be reduced by an amount equal to (1) with respect to Swap Contracts, 75% of the Net Cash Proceeds received by a Credit Party as a result of unwinding, terminating, or novating such Swap Contracts (after giving effect to any new Swap Contracts that are given value in the Borrowing Base and that were entered into prior to or in connection with such unwind, termination or novation) and (2) with respect to all Borrowing Base Assets other than Swap Contracts, the Allocated Value of such Borrowing Base Assets; provided that in the case of the Disposition of all or substantially all of the Appalachia Properties, arising from a single event or a related series of events (x) for the duration of the Amendment No. 3 Covered Period, the Borrowing Base shall automatically be reduced dollar-for-dollar by the first $100,000,000 of Net Cash Proceeds received by Borrower or any of its Restricted Subsidiaries therefrom, (y) for the duration of the Amendment No. 3 Covered Period, the Borrowing Base shall not otherwise be reduced as a result thereof and (z) for the avoidance of doubt, a repayment will be made pursuant to Section 2.4(b)(iii) with respect to any deficiency in the Borrowing Base resulting therefrom.

(f)Section 2.4(b)(i) of the Credit Agreement is hereby amended to delete the language “Except as provided in Section 2.4(b)(ii), (iii), (iv) and (v) below” in the lead-in, and replace it with the language “Except as provided in Section 2.4(b)(ii) through (vi) below”.

(g)Section 2.4(b) of the Credit Agreement is hereby further amended to add the following clause (vi) at the end of such Section:

(vi)    Excess Cash. If at any time after December 10, 2016, the aggregate amount of Liquid Assets exceeds $50,000,000, the Borrower shall, on the next Business Day, prepay the Advances, and then Cash Collateralize the Letter of Credit Exposure, without a corresponding reduction to the aggregate Commitments or the Borrowing Base, in an amount equal to the lesser of (A) such excess and (B) the amount required to reduce the outstanding balance of Advances to $0 and Cash Collateralize 103% of the Letter of Credit Exposure.

(h)Section 2.16(a)(iv) of the Credit Agreement is hereby amended to read in its entirety as follows:

(iv)    Reallocation of Pro Rata Shares to Reduce Fronting Exposure. All or any part of such Defaulting Bank’s participation in Letter of Credit Obligations shall be reallocated among the Non-Defaulting Banks in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Bank’s Commitment) but only to the extent that (x) the conditions set forth in Section 3.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the

(i)Section 3.2 of the Credit Agreement is hereby amended to add the following clause (c) after the existing clause (b):

(c)    At any time after December 10, 2016, immediately after giving effect to such requested Advance, the aggregate amount of Liquid Assets shall not exceed $25,000,000.

(j)Article IV of the Credit Agreement is hereby amended to add the following Section 4.21 to read in its entirety as follows:

(k)Section 5.6 of the Credit Agreement is hereby amended by

(m)    Liquidity. During the Amendment No. 3 Covered Period, on or prior to the second Business Day of any calendar week, a calculation of Liquidity as of the last Business Day of the preceding calendar week; and

(n)    Cash Flow Forecast. During the Amendment No. 3 Covered Period, a rolling 13-week cash flow forecast in form and detail reasonably satisfactory to the Agent, first delivered no later than June 24, 2016, for the 13-week period beginning June 27, 2016, and updated on a monthly basis thereafter.

(l)Section 5.14 of the Credit Agreement is hereby amended by adding the following clause (e) at the end of such Section:

(e)    Notwithstanding the foregoing clauses (a) through (d) of this Section 5.14, no Unrestricted Subsidiaries may be designated during the Amendment No. 3 Covered Period.

(m)Section 6.1 of the Credit Agreement is hereby amended by (x) deleting the “and” at the end of clause (p) thereof, (y) replacing the “.” at the end of clause (q) thereof with “; and” and (z) adding the following clause (r) at the end thereof:

(r)    Liens securing Permitted Second Lien Indebtedness.

(n)Section 6.2 of the Credit Agreement is hereby amended as follows:

(c)    Debt (including Capital Leases and purchase money obligations) incurred to finance (concurrently with or within 90 days after) the acquisition, construction or improvement of any fixed or capital assets and any Acquired Debt assumed in connection with Permitted Acquisitions in an aggregate amount under this clause (c) not to exceed (x) $10,000,000 at any time during the Amendment No. 3 Covered Period and (y) $50,000,000 at any other time.

(l)    Permitted Second Lien Indebtedness.

(o)Section 6.3 of the Credit Agreement is hereby amended to read in its entirety as follows:

(p)Section 6.5(a)(iii) of the Credit Agreement is hereby amended to read in its entirety as follows:

(q)Section 6.5(b)(i) of the Credit Agreement is hereby amended to read in its entirety as follows:

(r)Section 6.6 of the Credit Agreement is hereby amended by adding the following sentence at the end thereof:

(s)Section 6.13 of the Credit Agreement is hereby amended to read in its entirety as follows:

(a)     Consolidated Funded Leverage Ratio: The Borrower will not permit the Consolidated Funded Leverage Ratio as of the last day of a Test Period to exceed the corresponding maximum Consolidated Funded Leverage Ratio set forth below next to such Test Period:

(b)    Interest Coverage Ratio: The Borrower shall not permit the ratio, as of the last day of any fiscal quarter of the Borrower (commencing with the fiscal quarter ended June 30, 2014), of (a) EBITDA for the most recent Test Period to (b) Net Interest Expense for the most recent Test Period, to be less than 2.50 to 1.00.

(c)     Liquidity: At all times during the Amendment No. 3 Covered Period, the Borrower shall not permit Liquidity to be less than $125,000,000; provided, however, that the liquidity threshold of $125,000,000 in this Section 6.13(c) shall be reduced on

(d)    Capital Expenditures: Borrower and its Restricted Subsidiaries shall not make or become legally obligated to make any Capital Expenditure, except for Capital Expenditures in the ordinary course of business not exceeding, in the aggregate for the Borrower and its Restricted Subsidiaries during each period set forth below, the amount set forth opposite such period:

June 1, 2016 to June 30, 2016        $20,000,000

June 1, 2016 through September 30, 2016    $40,000,000

June 1, 2016 through December 31, 2016    $60,000,000

(t)Article VI of the Credit Agreement is hereby amended to add the following Section 6.17 to read in its entirety as follows:

(u)Each reference to “80%” in each of the following Sections of the Credit Agreement shall be replaced with a reference to “86%”: Section 5.6(c)(iii), Section 5.9, Section 5.12(a), Section 5.13(a), Section 5.13(b), and Section 5.13(c).

(v)Each reference to “80%” in each of the following Sections of the Credit Agreement shall be replaced with a reference to “86%”: Section 2.4(b)(i)(B) and Section 6.4(b)(vi).

(w)Section 8.10(b) of the Credit Agreement is hereby amended to read in its entirety as follows:

(x)Section 9.4 of the Credit Agreement is hereby amended to read in its entirety as follows:

(y)Article IX of the Credit Agreement is hereby amended to add the following Section 9.20 to read in its entirety as follows:

(a)    the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Bank that is an EEA Financial Institution; and

(b)    the effects of any Bail-in Action on any such liability, including, if applicable:

(i)    a reduction in full or in part or cancellation of any such liability;

(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Credit Document; or

(iii)    the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Section 3.Amendments to Security Agreement. Upon the satisfaction of the conditions specified in Section 7 of this Agreement, and, unless otherwise specified, effective as of the date set forth above, the Security Agreement is amended as follows

(a)The last sentence of Section 2.1 of the Security Agreement is hereby amended in its entirety to read as follows:

(b)Section 4.2(a) of the Security Agreement is hereby amended to delete the language “Subject to Section 5, such”, and replace it with “Such”.

(c)Section 4.2(c) of the Security Agreement is hereby amended to delete the language “Subject in each case to Section 5, each”, and replace it with “Each”.

(d)Section 5 of the Security Agreement is hereby amended to read in its entirety as follows:

Section 4.Reaffirmation of Liens.

(a)Each of the Borrower and each Guarantor (i) is party to certain Security Documents securing and supporting the Borrower's and Guarantors’ 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 and Guarantors’ 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 and Guarantors’ 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 Guarantors’ approval of amendments to the Credit Agreement.

Section 5.Representations and Warranties. Each of the Borrower and each Guarantor represents and warrants to the Agent and the Banks that:

(a)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 (except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that such materiality qualifier shall not apply if such representation or warranty is already subject to a materiality qualifier in the Credit Agreement or such other Credit Document;

(b)(i) the execution, delivery, and performance of this Agreement are within the corporate or limited liability company power, as appropriate, and authority of the Borrower and each Guarantor and have been duly authorized by appropriate proceedings and (ii) this Agreement constitutes a legal, valid, and binding obligation of the Borrower and each Guarantor, enforceable against the Borrower and each Guarantor 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

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

Section 6.Reaffirmation of Guaranty. Each Guarantor hereby ratifies, confirms, and acknowledges that its obligations under the Guaranty are in full force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, of all of the Obligations (subject to the terms of the Guaranty), as such Obligations may have been amended by this Agreement. Each Guarantor hereby acknowledges that its execution and delivery of this Agreement do not indicate or establish an approval or consent requirement by any Guarantor under the Guaranty in connection with the execution and delivery of amendments, modifications or waivers to the Credit Agreement, the Notes or any of the other Credit Documents.

Section 7.Effectiveness. This Agreement shall become effective as of the Amendment No. 3 Effective Date, and the Credit Agreement shall be amended as provided herein, upon the occurrence of all of the following:

(a)each Bank, the Borrower and the Guarantors shall have duly and validly executed and delivered originals of this Agreement to the Agent;

(b)on or prior to June 14, 2016, the Borrower shall have repaid Advances such that the sum of (x) the principal amount of all outstanding Advances and (y) the Letter of Credit Exposure does not exceed $360,000,000;

(c)on or prior to June 16, 2016, the Borrower shall have transferred all Liquid Assets (excluding funds not subject to Acceptable Cash Arrangements pursuant to Section 2(t) of this Agreement) to a deposit account maintained at a Bank;

(d)on or prior to the date hereof, the Borrower shall have delivered its Compliance Certificate with respect to the quarter ended March 31, 2016;

(e)the representations and warranties in this Agreement being true and correct in all material respects before and after giving effect to this Agreement;

(f)the Borrower's having 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; and

(g)the Borrower's having paid an amendment fee to the Agent for the benefit of each Bank approving this Agreement on or prior to the date hereof, in an amount equal to 0.25%

of such Bank's Pro Rata Percentage of the Borrowing Base immediately after giving effect to this Agreement.

Section 8.RELEASE. EACH CREDIT PARTY (ON BEHALF OF ITSELF AND ITS AFFILIATES) AND ITS SUCCESSORS-IN-TITLE, LEGAL REPRESENTATIVES AND ASSIGNEES AND, TO THE EXTENT THE SAME IS CLAIMED BY RIGHT OF, THROUGH OR UNDER ANY CREDIT PARTY, FOR ITS PAST, PRESENT AND FUTURE EMPLOYEES, AGENTS, REPRESENTATIVES, OFFICERS, DIRECTORS, SHAREHOLDERS, AND TRUSTEES (EACH, A “RELEASING PARTY” AND COLLECTIVELY, THE “RELEASING PARTIES”), DOES HEREBY REMISE, RELEASE AND DISCHARGE, AND SHALL BE DEEMED TO HAVE FOREVER REMISED, RELEASED AND DISCHARGED, THE AGENT AND EACH OF THE OTHER SECURED PARTIES, AND THE AGENT’S AND EACH OTHER SECURED PARTY’S RESPECTIVE SUCCESSORS-IN-TITLE, LEGAL REPRESENTATIVES AND ASSIGNEES, PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, AFFILIATES, SHAREHOLDERS, TRUSTEES, AGENTS, EMPLOYEES, CONSULTANTS, EXPERTS, ADVISORS, ATTORNEYS AND OTHER PROFESSIONALS AND ALL OTHER PERSONS AND ENTITIES TO WHOM ANY OF THE FOREGOING WOULD BE LIABLE IF SUCH PERSONS OR ENTITIES WERE FOUND TO BE LIABLE TO ANY RELEASING PARTY, OR ANY OF THEM (COLLECTIVELY HEREINAFTER THE “RELEASED PARTIES”), FROM ANY AND ALL MANNER OF ACTION AND ACTIONS, CAUSE AND CAUSES OF ACTION, CLAIMS, CHARGES, DEMANDS, COUNTERCLAIMS, SUITS, DEBTS, DUES, SUMS OF MONEY, ACCOUNTS, RECKONINGS, BONDS, BILLS, SPECIALTIES, COVENANTS, CONTRACTS, CONTROVERSIES, DAMAGES, JUDGMENTS, EXPENSES, EXECUTIONS, LIENS, CLAIMS OF LIENS, CLAIMS OF COSTS, PENALTIES, ATTORNEYS’ FEES, OR ANY OTHER COMPENSATION, RECOVERY OR RELIEF ON ACCOUNT OF ANY LIABILITY, OBLIGATION, DEMAND OR CAUSE OF ACTION OF WHATEVER NATURE, WHETHER IN LAW, EQUITY OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, ANY SO CALLED “LENDER LIABILITY” CLAIMS, INTEREST OR OTHER CARRYING COSTS, PENALTIES, LEGAL, ACCOUNTING AND OTHER PROFESSIONAL FEES AND EXPENSES AND INCIDENTAL, CONSEQUENTIAL AND PUNITIVE DAMAGES PAYABLE TO THIRD PARTIES, OR ANY CLAIMS ARISING UNDER 11 U.S.C. §§ 541-550 OR ANY CLAIMS FOR AVOIDANCE OR RECOVERY UNDER ANY OTHER FEDERAL, STATE OR FOREIGN LAW EQUIVALENT), WHETHER KNOWN OR UNKNOWN, FIXED OR CONTINGENT, JOINT AND/OR SEVERAL, SECURED OR UNSECURED, DUE OR NOT DUE, PRIMARY OR SECONDARY, LIQUIDATED OR UNLIQUIDATED, CONTRACTUAL OR TORTIOUS, DIRECT, INDIRECT, OR DERIVATIVE, ASSERTED OR UNASSERTED, FORESEEN OR UNFORESEEN, SUSPECTED OR UNSUSPECTED, NOW EXISTING, HERETOFORE EXISTING OR WHICH MAY HERETOFORE ACCRUE AGAINST ANY OF THE RELEASED PARTIES SOLELY IN THEIR CAPACITIES AS SUCH UNDER THE CREDIT DOCUMENTS, WHETHER HELD IN A PERSONAL OR REPRESENTATIVE CAPACITY, AND WHICH ARE BASED ON ANY ACT, FACT, EVENT OR OMISSION OR OTHER MATTER, CAUSE OR THING OCCURRING AT OR FROM ANY TIME PRIOR TO AND INCLUDING THE DATE HEREOF IN ANY WAY, DIRECTLY OR INDIRECTLY ARISING OUT OF, CONNECTED WITH OR RELATING TO THE CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT (OTHER THAN ANY CONTRACTUAL PAYMENTS DUE, OR WHICH MAY BECOME DUE, TO THE BORROWER UNDER ANY SPECIFIED SWAP CONTRACT, BUT SUBJECT TO ANY RIGHT OF SETOFF OR RECOUPMENT WITH RESPECT THERETO) AND THE TRANSACTIONS CONTEMPLATED THEREBY, AND ALL OTHER AGREEMENTS, CERTIFICATES, INSTRUMENTS AND OTHER DOCUMENTS AND STATEMENTS (WHETHER WRITTEN OR ORAL) RELATED TO ANY OF THE FOREGOING (EACH, A “RELEASED CLAIM” AND COLLECTIVELY, THE “RELEASED CLAIMS”). EACH RELEASING PARTY FURTHER STIPULATES AND AGREES WITH RESPECT TO ALL RELEASED CLAIMS, THAT IT HEREBY WAIVES ANY AND ALL PROVISIONS, RIGHTS, AND BENEFITS CONFERRED BY ANY STATE OR FEDERAL LAW OF THE UNITED STATES, OR ANY PRINCIPLE OF COMMON LAW, WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM

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.

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

Section 11.Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original.