STONE ENERGY CORPORATION (NYSE:SGY) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Entry Into a Material Definitive Agreement.

New Amended and Restated Credit
Agreement

On the Effective Date, to the terms of the Plan, the Company
entered into the Fifth Amended and Restated Credit Agreement with
the lenders party thereto and Bank of America, N.A. (the
AR Credit Agreement), as administrative
agent and issuing lender, which amended and replaced the Companys
existing Fourth Amended and Restated Credit Agreement. The AR
Credit Agreement provides for a $200.0million reserve-based
revolving credit facility.

The AR Credit Agreement matures on February28, 2021. The Companys
initial borrowing base under the AR Credit Agreement has been set
at $200.0million with available borrowings thereunder of up to
$150.0million until the first borrowing base redetermination in
November 2017. Interest on loans under the AR Credit Agreement is
calculated using the London Interbank Offering Rate
(LIBOR) or the base rate, at the
election of the Company, plus, in each case, an applicable
margin. The applicable margin is determined based on borrowing
base utilization and ranges from 2.00% to 3.00% per annum for
base rate loans and 3.00% to 4.00% per annum for LIBOR loans.

The borrowing base under the AR Credit Agreement is redetermined
semi-annually, in May and November, by the lenders, in accordance
with the lenders customary practices for oil and gas loans, with
the first borrowing base redetermination to occur in November
2017. Subject to certain exceptions, the AR Credit Agreement is
required to be guaranteed by all of the material domestic direct
and indirect subsidiaries of the Company. As of February28, 2017,
the AR Credit Agreement is guaranteed by Stone Energy Offshore,
L.L.C.

The AR Credit Agreement is secured by substantially all of the
Companys and its subsidiaries assets.

The AR Credit Agreement provides for customary optional and
mandatory prepayments, affirmative and negative covenants and
events of default, including limitation on the incurrence of
debt, liens, restrictive agreements, mergers, asset sales,
dividends, investments, affiliate transactions and restrictions
on commodity hedging. During the continuance of an event of
default, the lenders may take a number of actions, including
declaring the entire amount then outstanding under the AR Credit
Agreement due and payable. The AR Credit Agreement also requires
maintenance of certain financial covenants, including (i)a
consolidated funded debt to EBITDA ratio of not more than 2.75x
for the fiscal quarter ending March31, 2017, 2.50x for the fiscal
quarter ending June30, 2017, 3.00x for the fiscal quarter ending
September30, 2017, 2.75x for the fiscal quarter ending
December31, 2017, 2.50x for the fiscal quarters ending March31,
2018, June30, 2018, September30, 2018 and December31, 2018,
respectively, 2.75x for the fiscal quarter ending March31, 2019,
3.00x for the fiscal quarter

ending June30, 2019, 3.50x for the fiscal quarters ending
September30, 2019 and December31, 2019, respectively, 3.00x for
the fiscal quarter ending March31, 2020, 2.75x for the fiscal
quarters ending June30, 2020 and September30, 2020, respectively,
and 2.50x for the fiscal quarters ending December31, 2020 and
March31, 2021, respectively, (ii)a consolidated interest coverage
ratio of not less than 2.75 to 1.00, and (iii)a requirement to
maintain minimum liquidity of at least 20% of the borrowing base.

Upon the Effective Date, the Company had (i)no outstanding
borrowings and outstanding letters of credit of approximately
$12.5million under the AR Credit Agreement, (ii)approximately
$150million of cash on hand, and (iii) $75.0million of cash held
in a restricted account to satisfy near-term plugging and
abandonment liabilities, to the terms of the AR Credit Agreement.
On the Effective Date, the Company eliminated approximately
$1.2billion in principal amount of outstanding debt, resulting in
remaining debt outstanding of approximately $236.3million,
consisting of $225.0million in New Notes (as defined below) and
approximately $11.3million outstanding under a building loan.

The description of the AR Credit Agreement is qualified in its
entirety by reference to the full text of the AR Credit
Agreement, which is filed herewith as Exhibit 10.1.

New Senior Notes

On the Effective Date, to the terms of the Plan, the Company
entered into an indenture by and among the Company, Stone Energy
Offshore, L.L.C., as guarantor (the
Guarantor), and The Bank of New York
Mellon Trust Company, N.A., as trustee and collateral agent (the
New Notes Indenture), and issued
$225.0million of the Companys 7.50% senior second lien notes due
2022 (the New Notes) thereto.

Interest on the New Notes will accrue at a rate of 7.50% per
annum payable semi-annually in arrears on May31 and November30 of
each year in cash, beginning November30, 2017. The New Notes are
secured on a second lien priority basis by the same collateral
that secures the AR Credit Agreement, including the Companys oil
and natural gas properties, and are guaranteed by the Guarantor.
to the terms of the Intercreditor Agreement (as defined below),
the security interest in those assets that secure the New Notes
and the related guarantee will be contractually subordinated to
liens thereon that secure the Companys AR Credit Agreement and
certain other permitted obligations as set forth in the New Notes
Indenture. Consequently, the New Notes and the related guarantee
will be effectively subordinated to the AR Credit Agreement and
such other permitted secured indebtedness to the extent of the
value of such assets.

At any time prior to May31, 2020, the Company may, at its option,
on any one or more occasions redeem up to 35% of the aggregate
principal amount of the New Notes issued under the New Notes
Indenture at a redemption price of 107.5% of the principal amount
of the New Notes, plus accrued and unpaid interest to the
redemption date, with an amount of cash equal to the net cash
proceeds of certain equity offerings; provided that at least 65%
of the aggregate principal amount of the New Notes remains
outstanding after each such redemption. On or after May31, 2020,
the Company may redeem all or part of the New Notes at redemption
prices (expressed as percentages of the principal amount) equal
to (i) 105.625% for the twelve-month period beginning on May31,
2020; (ii) 105.625% for the twelve-month period beginning on
May31, 2021; and (iii) 100.000% for the twelve-month period
beginning May31, 2022 and at any time thereafter, plus accrued
and unpaid interest at the redemption date. In addition, at any
time prior to May31, 2020, the Company may redeem all or a part
of the New Notes at a redemption price equal to 50% of the
principal amount of the New Notes to be redeemed plus a
make-whole premium, plus accrued and unpaid interest to the
redemption date.

The New Notes Indenture contains covenants that restrict the
Companys ability and the ability of certain of its subsidiaries
to: (i)incur additional debt and issue preferred stock; (ii)make
payments or distributions on account of the Companys or its
restricted subsidiaries capital stock; (iii)sell assets;
(iv)restrict dividends or other payments of the Companys
restricted subsidiaries; (v)create liens that secure debt;
(vi)enter into transactions with affiliates, and (vii)merge or
consolidate with another company. These covenants are subject to
a number of important exceptions and qualifications. At any time
when the Second Lien Notes are rated investment grade by both
Moodys Investors Service, Inc. and Standard Poors Ratings
Services, a division of The McGraw-Hill Companies, Inc., and no
Default or Event of Default (each as defined in the New Notes
Indenture) has occurred and is continuing, many of these
covenants will terminate.

The New Notes Indenture provides that each of the following is an
Event of Default: (i)default in the payment of interest on the
New Notes when due, continued for 30 days; (ii)default in payment
of the principal of or premium, if any, on the New Notes when
due; (iii)failure by the Company or any of its restricted
subsidiaries, if any, to comply with certain covenants relating
to merger and consolidation; (iv)failure by the Company to comply
for 60 days after notice with any of the other agreements in the
New Notes Indenture; (v)default under any mortgage, indenture or
instrument under which there may be issued or by which there may
be secured or evidenced any indebtedness for money borrowed by
the Company or any of its restricted subsidiaries (or the payment
of which is guaranteed by the Company or any of its restricted
subsidiaries) if that default: (a)is caused by a failure to pay
principal of, or interest or premium, if any, on such
indebtedness prior to the expiration of the grace period provided
in such indebtedness (a Payment
Default); or (b)results in the acceleration of such
indebtedness prior to its stated maturity, and, in each case, the
principal amount of any such indebtedness, together with the
principal amount of any other such indebtedness under which there
has been a Payment Default or the maturity of which has been so
accelerated, aggregates $10.0million or more; (vii)certain events
of bankruptcy, insolvency or reorganization described in the New
Notes Indenture with respect to the Company or any of the
Companys restricted subsidiaries that is a significant subsidiary
or any group of the Companys restricted subsidiaries that, taken
as a whole, would constitute a significant subsidiary of the
Company; (viii)failure by the Company, or any of the Companys
restricted subsidiaries that is a significant subsidiary or any
group of the Companys restricted subsidiaries that, taken as a
whole, would constitute a significant subsidiary of the Company,
to pay final judgments aggregating in excess of $10.0million,
which judgments are not paid, discharged or stayed for a period
of 60 days; (ix)any Note Document (as defined in the New Notes
Indenture) ceases for any reason to be enforceable with respect
to any collateral having a fair market value of not more than
$10.0million, which failure is not cured within 45 days; (x)any
second lien purported to be granted under any Note Document on
collateral, individually or in the aggregate, having a fair
market value in excess of $10.0million, ceases to be an
enforceable and perfected second-priority lien, which failure is
not cured within 30 days; and (xi)except as permitted by the New
Notes Indenture, any future subsidiary guarantee entered into by
one of the Companys subsidiaries shall be held in any judicial
proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any guarantor, or any
person acting on behalf of any guarantor, shall deny or disaffirm
its obligations under its subsidiary guarantee of the New Notes.

In the case of an Event of Default arising from certain events of
bankruptcy, insolvency or reorganization with respect to the
Company or any of the Companys restricted subsidiaries that is a
significant subsidiary or any group of the Companys restricted
subsidiaries that, taken as a whole, would constitute a
significant subsidiary of the Company, all outstanding New Notes
will become due and payable immediately without further action or
notice. If any other Event of Default occurs and is continuing,
the trustee of the New Notes or the holders of at least 25% in
aggregate principal amount of the then outstanding New Notes may
declare all the New Notes to be due and payable immediately.

The foregoing description of the New Notes Indenture does not
purport to be complete and is qualified in its entirety by
reference to the New Notes Indenture, which is filed with this
Current Report on Form 8-K as Exhibit 10.2 and is incorporated
herein by reference. The foregoing description of the New Notes
does not purport to be complete and is qualified in its entirety
by reference to the form of New Notes, which is included as
Exhibit A to the New Notes Indenture filed with this Report as
Exhibit 4.3 and is incorporated herein by reference.

Intercreditor Agreement

On the Effective Date, Bank of America, N.A., as priority lien
agent, The Bank of New York Mellon Trust Company, N.A., as second
lien collateral agent, and The Bank of New York Mellon Trust
Company, N.A., as the New Notes trustee, entered into an
intercreditor agreement, which was acknowledged and agreed to by
the Company and the Guarantor (the Intercreditor
Agreement) to govern the relationship of holders of
the New Notes, the lenders under the AR Credit Agreement and
holders of other priority lien obligations, with respect to
collateral and certain other matters.

The foregoing description of the Intercreditor Agreement is
qualified in its entirety by reference to the full text of the
Intercreditor Agreement, a copy of which is filed as Exhibit 10.3
to this Report and is incorporated herein by reference.

Warrant Agreement

On the Effective Date, by operation of the Plan, the Company
entered into a Warrant Agreement (the Warrant
Agreement) with Computershare Inc. and
Computershare Trust Company, N.A. (collectively, the
Warrant Agent).

On the Effective Date, by operation of the Plan, the Company
issued warrants (the Warrants and the
holders thereof, the Warrant Holders), which are exercisable
until February28, 2021 (the Expiration
Date), to holders of the Companys common stock, par
value $0.01, to be cancelled on the Effective Date
(Old Common Stock) to purchase up to an
aggregate of 3,529,412 shares of common stock in the Company, par
value $0.01 (the New Common Stock), at
an exercise price of $42.04 per share.

All unexercised Warrants will expire, and the rights of the
Warrant Holders to purchase shares of New Common Stock will
terminate on the first to occur of (i)the close of business on
the Expiration Date and (ii)the date of completion of (a)any
Qualified Asset Sale (as defined in the Warrant Agreement), (b)
the sale, lease, conveyance or other transfer of all or
substantially all of the consolidated assets of the Company and
its subsidiaries in one transaction or a series of related
transactions to any person that is not a Qualified Asset Buyer
(as defined in the Warrant Agreement), or (c)any Excepted
Combination (as defined below).

No Rights as Stockholders. to the Warrant Agreement, no
Warrant Holder, by virtue of holding or having a beneficial
interest in a Warrant, will have the right to vote, to consent,
to receive any cash dividends, stock dividends, allotments or
rights or other distributions paid, allotted or distributed or
distributable to the holders of shares of New Common Stock, or to
exercise any rights whatsoever as a stockholder of the Company
unless, until and only to the extent such persons become holders
of record of shares of New Common Stock issued upon settlement of
the Warrants.

Adjustments. The number of shares of New Common Stock
for which a Warrant is exercisable, and the exercise price per
share of such Warrant are subject to adjustment from time to time
upon the occurrence of certain events including: (i)the issuance
of shares of New Common Stock as a dividend or distribution to
all holders of shares of New Common Stock, or a subdivision,
combination, split, reverse split or reclassification of the
outstanding shares of New Common Stock into a greater or smaller
number of shares of New Common Stock; (ii)the issuance as a
dividend or distribution to all holders of shares of New Common
Stock of evidences of indebtedness, securities (including
convertible securities) of the Company or any other person or
entity (other than shares of New Common Stock), cash or other
property; and (iii)the payment in respect of a tender offer or
exchange offer by the Company for shares of New Common Stock,
where the cash and fair value of any other consideration included
in the payment per share of New Common Stock exceeds the fair
value of a share of Common Stock as of the open of business on
the second business day preceding the expiration date of the
tender or exchange offer.

Third-Party Mergers or Consolidations. In the event of a
merger or consolidation where (i)the acquirer is not an affiliate
of the Company, and (ii)all of the equity held by equity holders
of the Company outstanding immediately prior thereto is
extinguished or replaced by equity in a different entity (except
in cases where the equity holders of the Company represent more
than 50% of the total equity of such surviving entity) (an
Excepted Combination), holders of
Warrants shall be solely entitled to receive the consideration
per Warrant that is payable per share of New Common Stock, less
the applicable exercise price of the Warrant, paid in the same
form and in the same proportion as is payable to holders of New
Common Stock. Notwithstanding the foregoing, if the Company
consummates an Excepted Combination or a Non-Qualified Asset Sale
(as defined in the Warrant Agreement) on or prior to April29,
2017, the Company shall mandatorily redeem all outstanding
Warrants at a price equal to 10% of the Black-Scholes valuation
of such Warrants.

Reorganization Event. Upon the occurrence of certain
events constituting a merger or consolidation other than as an
Excepted Combination or any recapitalization, reorganization,
consolidation, reclassification, change in the outstanding shares
of New Common Stock, statutory share exchange or other
transaction other than an Excepted Combination (a Reorganization
Event), each holder of Warrants will have the right to receive,
upon exercise of a Warrant, the kind and amount of shares of
stock, other securities or other property or assets (including
cash or any combination thereof) that a holder of one share of
New Common Stock would have owned or been entitled to receive in
connection with such Reorganization Event.

Net Share Settlement. The Warrants will permit a Warrant
Holder to elect to exercise the Warrant such that no payment of
cash will be required in connection with such exercise. If net
share settlement is elected, the Company shall deliver, without
any cash payment therefor, a fraction of a share of New Common
Stock equal to the value (as of the exercise date for such
Warrant) of one share of New Common Stock minus the applicable
exercise price, divided by the value of one share of New Common
Stock.

This summary is qualified in its entirety by reference to the
full text of the Warrant Agreement, which is attached hereto as
Exhibit 10.4 and incorporated by reference herein.

Registration Rights Agreement

On the Effective Date, the Company entered into a registration
rights agreement (the Registration Rights
Agreement) with parties who received shares of New
Common Stock upon the Effective Date (the
Holders) representing 5% or more of the
New Common Stock outstanding on that date. The Registration
Rights Agreement provides resale registration rights for the
Holders Registrable Securities (as defined in the Registration
Rights Agreement).

to the Registration Rights Agreement, Holders have customary
underwritten offering and piggyback registration rights, subject
to the limitations set forth in the Registration Rights
Agreement. Under their underwritten offering registration rights,
Holders have the right to demand the Company to effectuate the
distribution of any or all of its Registrable Securities by means
of an underwritten offering to an effective registration
statement; provided, however, that the expected gross proceeds of
such offering are equal to or greater than $20.0million in the
aggregate. The Company is not obligated to effect an underwritten
demand notice upon certain circumstances, including within 180
days of closing an underwritten offering. Under their piggyback
registration rights, if at any time the Company proposes to
undertake a registered offering of New Common Stock for its own
account, the Company must give at least ten business days notice
to all Holders of Registrable Securities to allow them to include
a specified number of their shares in the offering.

These registration rights are subject to certain conditions and
limitations, including the right of the underwriters to limit the
number of shares to be included in an offering and the Companys
right to delay or withdraw a registration statement under certain
circumstances. The Company will generally pay all registration
expenses in connection with its obligations under the
Registration Rights Agreement, regardless of whether a
registration statement is filed or becomes effective. The
registration rights granted in the Registration Rights Agreement
are subject to customary indemnification and contribution
provisions, as well as customary restrictions such as blackout
periods and, if an underwritten offering is contemplated,
limitations on the number of shares to be included in the
underwritten offering that may be imposed by the managing
underwriter.

This summary is qualified in its entirety by reference to the
full text of the Registration Rights Agreement, which is attached
hereto as Exhibit 10.5 and incorporated by reference herein.

2017 Equity Incentive Plan

On the Effective Date, to the operation of the Plan, the Stone
Energy Corporation 2017 Long-Term Incentive Plan (the
2017 Incentive Plan) became effective.

The board of directors of the Company (the
Board) or any committee duly authorized
by the Board (the Committee) will
administer the 2017 Incentive Plan. The Committee has broad
authority under the 2017 Incentive Plan to, among other things:
(i)determine participants in the 2017 Incentive Plan,
(ii)determine the types of awards that participants are to
receive and the number of shares that are to be subject to such
awards; and (iii)establish the terms and conditions of awards,
including the price (if any) to be paid for the shares or the
award.

Persons eligible to receive awards under the 2017 Incentive Plan
include non-employee directors of the Company and employees of
the Company or any of its affiliates. The types of awards that
may be granted under the 2017 Incentive Plan include stock
options, restricted stock, restricted stock units, dividend
equivalents and other forms of awards granted or denominated in
shares of New Common Stock, as well as certain cash-based awards.

The maximum number of shares of New Common Stock that may be
issued or transferred to awards under the 2017 Incentive Plan is
2,614,379. Shares of New Common Stock subject to an award that
expires or is cancelled, forfeited, exchanged, settled in cash or
otherwise terminated without the actual delivery of shares
(awards of restricted stock shall not be considered delivered
shares for this purpose), will again be available for

awards under the 2017 Incentive Plan. However, shares (i)tendered
or withheld in payment of any exercise or purchase price of an
award or taxes relating to an award, (ii)shares that were subject
to an option or stock appreciation right but were not issued or
delivered as a result of the net settlement or net exercise of
such award, and (iii)shares repurchased on the open market with
the proceeds of an options exercise price, will not, in each
case, be available for awards under the 2017 Incentive Plan.

As is customary in incentive plans of this nature, each share
limit and the number and kind of shares available under the 2017
Incentive Plan and any outstanding awards, as well as the
exercise or purchase prices of awards, and performance targets
under certain types of performance-based awards, are subject to
adjustment in the event of certain recapitalizations,
reorganizations, mergers, consolidations, combinations,
split-ups, split-offs, spin-offs, exchanges or other relevant
changes in capitalization or distributions (other than ordinary
dividends) to the holders of common stock occurring after an
award is granted.

The description of the 2017 Incentive Plan is qualified in its
entirety by reference to the full text of the 2017 Incentive
Plan, which is filed herewith as Exhibit 10.7.

Item1.02

Termination of a Material Definitive Agreement.

Equity Interests

On the Effective Date, by operation of the Plan, all agreements,
instruments, and other documents evidencing, relating to or
connected with any equity interests of the Company, including the
Old Common Stock, issued and outstanding immediately prior to the
Effective Date, and any rights of any holder in respect thereof,
were deemed cancelled, discharged and of no force or effect.

Debt Securities and Credit Agreement

On the Effective Date, by operation of the Plan, all outstanding
obligations under the following notes issued by the Company
(collectively, the Unsecured Notes)
were cancelled and the indentures governing such obligations were
cancelled, except to the limited extent expressly set forth in
the Plan:

13% senior unsecured convertible notes due March1, 2017, issued to that certain Indenture dated March6, 2012, by and among the Company, as issuer, certain of the Companys subsidiaries, as guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee; and

7.5% senior unsecured notes due November15, 2022, issued to that certain Indenture dated November8, 2012, by and among the Company, as issuer, certain of the Companys subsidiaries, as guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee.

On the Effective Date, as provided by the Plan, the following
credit agreement (the First Lien Credit
Agreement) was amended and restated as the AR
Credit Agreement, and the obligations owing to the lenders under
the First Lien Credit Agreement were converted to obligations
under the AR Credit Agreement:

The Fourth Amended and Restated Credit Agreement, dated as of June24, 2014 (as amended from time to time), by and among the Company, as the borrower, certain of the Companys subsidiaries, as guarantors, Bank of America, N.A., in its capacity as administrative agent and issuing bank under the First Lien Credit Agreement, and the lending institutions party from time to time thereto.

Item2.03

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

The information regarding the AR Credit Agreement and the New
Notes Indenture set forth in Item1.01 of this Report is
incorporated by reference herein.

Item3.02

Unregistered Sales of Equity Securities.

On the Effective Date, to the terms of the Plan, the Company
issued an aggregate of 20,000,000 shares of New Common Stock to
holders of Unsecured Notes and holders of the Old Common Stock.
In addition, the Company issued the Warrants to holders of Old
Common Stock to purchase up to 3,529,412 shares of New Common
Stock, subject to adjustment as set forth in the Warrant
Agreement.

The Plan and Confirmation Order provide for the exemption of the
offer and sale of the New Common Stock and the Warrants from the
registration requirements of the Securities Act of 1933, as
amended (the Act) to Section 1145(a)(1)
of the Bankruptcy Code. Section 1145(a)(1) of the Bankruptcy Code
exempts the offer and sale of securities under the Plan from
registration under Section5 of the Act and state laws if certain
requirements are satisfied.

The information regarding the terms governing the exercise of the
Warrants set forth in Item 1.01 of this Report is incorporated by
reference herein.

Item3.03

Material Modification to Rights of Security Holders.

As provided in the Plan, all notes, stock, agreements,
instruments, certificates, and other documents evidencing any
claim against or interest in the Debtors were cancelled on the
Effective Date and the obligations of the Debtors thereunder or
in any way related thereto were fully released. The securities to
be cancelled on the Effective Date include all of the Old Common
Stock and the Unsecured Notes. For further information, see Items
1.01, 1.02, 3.02, 5.01 and 5.03 of this Report, which are
incorporated herein by reference.

Item5.01

Changes in Control of Registrant.

As previously disclosed, on the Effective Date, all previously
issued and outstanding shares of the Old Common Stock were
cancelled, and the Company issued shares of New Common Stock to
certain of its creditors to the Plan. For further information,
see Items 1.01, 1.02, 3.02, 3.03 and 5.02 of this Report, which
are incorporated herein by reference.

Item5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure and Appointment of Directors

to the Plan, as of the Effective Date, the following directors
ceased to serve on the Companys board of directors: Richard A.
Pattarozzi, Kay G. Priestly, Donald E. Powell, Robert S. Murley,
B.J. Duplantis, George R. Christmas, Peter D. Kinnear, Phyllis M.
Taylor and David T. Lawrence.

to the Plan, the Companys new board of directors, consisting of
the following persons, was appointed as of the Effective Date:

Neal P. Goldman. Mr.Goldman is currently the Managing Member of SAGE Capital Investments, LLC, a consulting firm specializing in independent board of director services, turnaround consulting, strategic planning, and special situation investments. Mr.Goldman was a Managing Director at Och Ziff Capital Management, L.P. from 2014 to 2016 and a Founding Partner of Brigade Capital Management, LLC from 2007 to 2012. Mr.Goldman has served on the board of directors of Midstates Petroleum Company, Inc. since October 2016. As of the Effective Date, Mr.Goldman is expected to be appointed Chairman of the Board.

John Brad Juneau. Mr.Juneau is the co-founder of Contango ORE, Inc., a publicly traded gold exploration company, and has served as President, Chief Executive Officer and a director of Contango ORE, Inc. since August 2012 and as Chairman of the board of directors of Contango ORE, Inc. since 2013. Mr.Juneau is the sole manager of the general partner of Juneau Exploration, L.P., a company involved in the exploration and production of oil and natural gas.

David Rainey. Mr.Rainey previously served as the President Petroleum Exploration of BHP Billiton, a publicly traded mining, metals and petroleum company, from June 2011 until January 2016 and as Chief Geoscientist from February 2014 until November 2016. From 1980 to 2011, he served in various positions at BP, a publicly traded integrated oil and gas company, including as Vice President Science, Technology, Environment and Regulatory Affairs from 2010 to 2011 and Vice President Gulf of Mexico Exploration and Deputy Chair of BPs Global Exploration Forum from 2005 to 2010.

Charles M. Sledge. Mr.Sledge previously served as the Chief Financial Officer of Cameron International Corporation, an oilfield services company, from 2008 until 2016. Prior to that, Mr.Sledge served as the Corporate Controller of Cameron International Corporation from 2001 until 2008.

James M. Trimble. Mr.Trimble previously served as Chief Executive Officer and President of PDC Energy, Inc., a publicly traded independent natural gas and oil company, from 2011 until 2015. From 2005 until 2010, Mr.Trimble was Managing Director of Grand Gulf Energy, Limited, a public company traded on the Australian Securities Exchange, and President and Chief Executive Officer of Grand Gulfs U.S. subsidiary Grand Gulf Energy Company LLC, an exploration and development company. Mr.Trimble has served on the board of directors of Callon Petroleum Company since 2014.

David N. Weinstein. Mr.Weinstein has been a business consultant specializing in reorganization activities since September 2008. From March 2007 to August 2008, Mr.Weinstein served as Managing Director and Group Head, Debt Capital Markets-High Yield and Leverage Finance at Calyon Securities, a global provider of commercial and investment banking products and services for corporations and institutional clients. Mr.Weinstein has served on the board of directors of Seadrill Limited since January 2017.

David H. Welch. Mr.Welch has served as the Chief Executive Officer and President of the Company since April 2004 and served as Chairman of the Board from May 2012 until February 2017. On the Effective Date, Mr.Welch ceased to be Chairman of the Board.

Committees of the Directors

The standing committees of the new board of directors will be
comprised of non-employee directors and consist of an Audit
Committee, a Compensation Committee, a Nominating and Governance
Committee, a Reserves Committee and a Safety Committee.

The Board is expected to appoint Messrs. Rainey, Sledge and Weinstein to serve as members of the Audit Committee. Mr.Sledge is expected to be appointed as the Chairman of the Audit Committee;

The Board is expected to appoint Messrs. Goldman, Juneau and Weinstein to serve as members of the Compensation Committee. Mr.Weinstein is expected to be appointed as the Chairman of the Compensation Committee;

The Board is expected to appoint Messrs. Goldman, Juneau and Trimble to serve as members of the Nominating and Governance Committee. Mr.Goldman is expected to be appointed as the Chairman of the Nominating and Governance Committee;

The Board is expected to appoint Messrs. Juneau, Rainey and Trimble to serve as members of the Reserves Committee. Mr.Juneau is expected to be appointed as the Chairman of the Reserves Committee; and

The Board is expected to appoint Messrs. Rainey, Trimble and Sledge to serve as members of the Safety Committee. Mr.Trimble is expected to be appointed as the Chairman of the Safety Committee.

Indemnification of Directors and Executive
Officers

As of the Effective Date, the Company entered into
indemnification agreements with each of its directors and
executive officers. The indemnification agreements require the
Company to (i)indemnify these individuals to the fullest extent
permitted under Delaware law against liabilities that may arise
by reason of their service to the Company, and (ii)advance
expenses reasonably incurred as a result of any proceeding
against them as to which they could be indemnified. The Company
may enter into indemnification agreements with any future
directors or executive officers.

Each indemnification agreement is in substantially the form
included herein as Exhibit 10.6 to this Report. The description
of the indemnification agreements is qualified in its entirety by
reference to the full text of the form of indemnification
agreement, which is incorporated by reference herein.

Item5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On the Effective Date, to the terms of the Plan, the Company
filed the Amended and Restated Certificate of Incorporation (the
Certificate of Incorporation) with the
office of the Secretary of State of Delaware. Also on the
Effective Date, and to the terms of the Plan, the Company adopted
the Amended and Restated Bylaws (the
Bylaws). Descriptions of the material
provisions of the Certificate of Incorporation and the Bylaws are
contained in the Companys registration statement on Form 8-A
filed with the SEC on February28, 2017, which description is
incorporated by reference herein.

The descriptions of the Certificate of Incorporation and the
Bylaws are qualified in their entirety by reference to the full
texts of the Certificate of Incorporation and the Bylaws, which
are incorporated herein as Exhibits 3.1 and 3.2, respectively to
this Report, to the Companys registration statement on Form 8-A
filed with the SEC on February28, 2017.

Item9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
2.1		Second Amended Joint Prepackaged Plan of Reorganization of Stone Energy Corporation and its Debtor Affiliates, dated December28, 2016 (incorporated by reference to Exhibit A to the Confirmation Order attached as Exhibit 99.1 hereto).
3.1		Amended and Restated Certificate of Incorporation of Stone Energy Corporation (incorporated by reference to Exhibit 3.1 of the Companys registration statement on Form 8-A filed on February28, 2017).
3.2		Amended and Restated Bylaws of Stone Energy Corporation (incorporated by reference to Exhibit 3.2 of the Companys registration statement on Form 8-A filed on February28, 2017).
4.1*		Form of Warrant Certificate (included in Exhibit 10.4).

4.2*		Form of New Note (included in Exhibit 10.2).
10.1*		Fifth Amended and Restated Credit Agreement dated as of February28, 2017, among Stone Energy Corporation, as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent and issuing lender.
10.2*		New Notes Indenture dated as of February28, 2017, among Stone Energy Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
10.3*		Intercreditor Agreement dated as of February28, 2017, among Stone Energy Corporation, Bank of America, N.A., as priority lien agent, The Bank of New York Mellon Trust Company, N.A., as second lien collateral agent, and The Bank of New York Mellon Trust Company, N.A., as the New Notes trustee.
10.4*		Warrant Agreement dated as of February28, 2017, among Stone Energy Corporation and Computershare Inc. and Computershare Trust Company, N.A., collectively, as warrant agent.
10.5		Registration Rights Agreement dated as of February28, 2017, among Stone Energy Corporation and the holders party thereto (incorporated by reference to Exhibit 10.1 of the Companys registration statement on Form 8-A filed on February28, 2017).
10.6*		Form of Indemnification Agreement between Stone Energy Corporation and the directors and executive officers of Stone Energy Corporation.
10.7*		Stone Energy Corporation 2017 Long-Term Incentive Plan.
99.1		Order Confirming the Second Amended Joint Prepackaged Plan of Reorganization of Stone Energy Corporation and its Debtor Affiliates, as entered by the Bankruptcy Court on February15, 2017 (incorporated by reference to Exhibit 99.1 of the Companys Current Report on Form 8-K filed on February15, 2017).

*	Filed herewith.

About STONE ENERGY CORPORATION (NYSE:SGY)

Stone Energy Corporation is an independent oil and natural gas company. The Company is engaged in the acquisition, exploration, exploitation, development and operation of oil and gas properties. The Company operates in the Gulf of Mexico (GOM) basin. It has leveraged its operations in the GOM conventional shelf and has its reserve base in the prolific basins of the GOM deep water, Gulf Coast deep gas, and the Marcellus and Utica shales in Appalachia. Its estimated proved oil and natural gas reserves are over 60 million barrels of oil equivalents (MMBoe) or 340 billion cubic feet equivalent (Bcfe). Over 95 MMBoe or 570 Bcfe of its estimated proved reserves are revised downward. It has made investments in seismic data and leasehold interests, and has geological, geophysical, engineering and operational operations in deep water arena to evaluate potential exploration, development and acquisition opportunities. It holds over two deep water platforms, producing reserves and various leases.

STONE ENERGY CORPORATION (NYSE:SGY) Recent Trading Information

STONE ENERGY CORPORATION (NYSE:SGY) closed its last trading session up +0.37 at 6.95 with 965,775 shares trading hands.