EX-10.1



 Exhibit 10.1 

Execution Version 
  

 
  

SECOND AMENDMENT 

TO THE 

CREDIT AGREEMENT 

dated as of April 16, 2015 

among 

ENERGEN CORPORATION, 

as Borrower, 

WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Administrative Agent, 

THE GUARANTOR SIGNATORY HERETO, 

and 
 THE
LENDERS SIGNATORY HERETO 
  

 
  







 SECOND AMENDMENT TO 

CREDIT AGREEMENT 

This SECOND AMENDMENT TO THE CREDIT
AGREEMENT (this “Second Amendment”), dated as of April 16, 2015 (the “Second Amendment Effective Date”), is among ENERGEN CORPORATION, a corporation formed under the laws of the State of Alabama
(“Borrower”); the undersigned guarantor (the “Guarantor”, and together with Borrower, the “Credit Parties”); each of the Lenders party hereto; and WELLS FARGO
BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, “Administrative Agent”). 

Recitals 

A. Borrower, Administrative Agent and the Lenders are parties to that certain Credit Agreement dated as of September 2,
2014 (as heretofore amended, modified, supplemented or restated, the “Credit Agreement”), pursuant to which the Lenders have, subject to the terms and conditions set forth therein, made certain credit available to and on behalf of
Borrower. 
 B. The parties hereto desire to enter into this Second Amendment to amend certain terms of the Credit Agreement
as set forth herein, to be effective as of the Second Amendment Effective Date. 
 C. NOW, THEREFORE, in consideration of
the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

Section 1. Defined Terms. Each capitalized term which is defined in the Credit Agreement, but which is not defined
in this Second Amendment, shall have the meaning ascribed to such term in the Credit Agreement (as amended hereby). Unless otherwise indicated, all section references in this Second Amendment refer to the Credit Agreement. 

Section 2. Amendments to Credit Agreement. In reliance on the representations, warranties, covenants and
agreements contained in this Second Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Credit Agreement shall be amended effective as of the Second Amendment Effective Date in the
manner provided in this Section 2. 
 2.1 Amendment to Section 2.07(e). Section 2.07(e) of the
Credit Agreement is hereby amended as follows: 
 (a) the reference to “$300,000,000” appearing in
clause (y) of the third sentence of Section 2.07(e) is replaced with “$400,000,000”; and 

(b) the reference to “April 1, 2015” appearing in clause (y) of the third sentence of
Section 2.07(e) is replaced with “delivery of the New Borrowing Base Notice for the Scheduled Redetermination scheduled to occur on or about October 1, 2015”. 

  
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 2.2 Amendment to Section 12.02(b). In order to correct a
typographical error, Borrower and Administrative Agent hereby agree to replace the reference to “Section 12.07” appearing in clause (ii) of Section 12.02(b) with “Section 2.07” (it being acknowledged and
agreed that pursuant to clause (y) of the last sentence of Section 12.02(b), no consent of the Lenders is required to correct such typographical error). 

Section 3. Borrowing Base Redetermination; Reduction of Aggregate Commitment. 

3.1 Subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, Administrative Agent
and the Lenders hereby agree that for the period from and including the Second Amendment Effective Date to but excluding the next Redetermination Date, the amount of the Borrowing Base shall be equal to $1,600,000,000 (the “April
Redetermination”). Administrative Agent, the Lenders and Borrower agree that the foregoing constitutes the April 1, 2015 Scheduled Redetermination and that this Second Amendment shall constitute the New Borrowing Base Notice with
respect to such Scheduled Redetermination. Notwithstanding the foregoing, the Borrowing Base may be subject to further redeterminations and adjustments from time to time pursuant to Section 2.07 or Section 8.12(c). 

3.2 Concurrently with the April Redetermination, the Aggregate Commitment shall be reduced (ratably among the Lenders in
accordance with each Lender’s Applicable Percentage) pursuant to Section 2.06(b)(iii), so that the Aggregate Commitment equals $1,600,000,000 (and Annex I is hereby deemed amended to reflect the reduction to each Lender’s Commitment
and the Aggregate Commitment). 
 Section 4. Conditions Precedent. The effectiveness of this Second Amendment is
subject to the following: 
 4.1 Administrative Agent shall have received counterparts of this Second Amendment from the
Credit Parties and the Required Lenders. 
 4.2 Administrative Agent shall have received such other documents as
Administrative Agent or special counsel to Administrative Agent may reasonably request. 
 Administrative Agent shall notify Borrower and
the Lenders of the effectiveness of this Second Amendment, and such notice shall be conclusive and binding. 

Section 5. Representations and Warranties; Etc. Each Credit Party hereby affirms: (a) that as of the date
hereof, the representations and warranties of Borrower and Guarantor set forth in each Loan Document are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects), except to the extent
any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties continue to be true and correct in all material respects (or, if qualified by
materiality or Material Adverse Effect, in all respects) as of such specified earlier date and (b) that as of the date hereof, no Default or Event of Default has occurred and is continuing or would result from this Second Amendment. 

  
 2 








 Section 6. Miscellaneous. 

6.1 Confirmation and Effect. The provisions of the Credit Agreement (as amended by this Second Amendment) shall remain
in full force and effect in accordance with its terms following the effectiveness of this Second Amendment. Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof’, “herein”, or words
of like import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall
mean and be a reference to the Credit Agreement as amended hereby. The execution, delivery and effectiveness of this Second Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or
the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. 

6.2 Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges
the terms of this Second Amendment, (b) ratifies and affirms its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Guaranty
Agreement and the other Loan Documents to which it is a party (in each case, as amended hereby), and (d) acknowledges and confirms that the amendments contemplated hereby shall not limit or impair any Liens securing the Indebtedness, each of
which are hereby ratified, affirmed and extended to secure the Indebtedness after giving effect to this Second Amendment. 

6.3 Counterparts. This Second Amendment may be executed by one or more of the parties hereto in any number of separate
counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Second Amendment by facsimile or electronic (e.g. pdf) transmission shall be effective as delivery of a manually
executed original counterpart hereof. 
 6.4 No Oral Agreement. This written Second Amendment, the Credit Agreement
and the other Loan Documents executed in connection herewith and therewith represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or unwritten oral agreements of the parties. There are no
subsequent oral agreements between the parties. 
 6.5 Governing Law. This Second Amendment (including, but not
limited to, the validity and enforceability hereof) shall be governed by, and construed in accordance with, the laws of the State of New York. 

6.6 Severability. Any provision of this Second Amendment which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. 
 6.7 Loan Document. This Second Amendment shall
constitute a “Loan Document” for all purposes under the other Loan Documents. 
 [signature pages follow] 


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

							
	BORROWER:				ENERGEN CORPORATION
				
					By:		 /s/ Charles W. Porter, Jr.

					Name:		Charles W. Porter, Jr.
					Title:		 Vice President, Chief Financial Officer and Treasurer

			
	GUARANTOR:				ENERGEN RESOURCES CORPORATION
				
					By:		 /s/ Charles W. Porter, Jr.

					Name:		Charles W. Porter, Jr.
					Title:		 Vice President, Chief Financial Officer and Treasurer



  

[SIGNATURE PAGE] 

[SECOND AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 









							
	ADMINISTRATIVE AGENT:				 WELLS FARGO BANK, NATIONAL ASSOCIATION,

					 as Administrative Agent, Issuing Bank and Lender

				
					By:		 /s/ Collin Mayer

					Name:		Collin Mayer
					Title:		Assistant Vice President


  

[SIGNATURE PAGE] 

[SECOND AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 









							
	SYNDICATION AGENT:				BANK OF AMERICA, N.A,
			
					as Syndication Agent and Lender
				
					By:		 /s/ Raza Jafferi

					Name:		Raza Jafferi
					Title:		Vice President


  

[SIGNATURE PAGE] 

[SECOND AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 









							
	CO-DOCUMENTATION AGENT:				COMPASS BANK,
			
					as Co-Documentation Agent and Lender
				
					By:		 /s/ Blake Kirshman

					Name:		Blake Kirshman
					Title:		Senior Vice President


  

[SIGNATURE PAGE] 

[SECOND AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 









							
	CO-DOCUMENTATION AGENT:				JPMORGAN CHASE BANK, N.A.,
			
					as Co-Documentation Agent and Lender
				
					By:		 /s/ Jo Linda Papadakis

					Name:		Jo Linda Papadakis
					Title:		Authorized Officer


  

[SIGNATURE PAGE] 

[SECOND AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 









							
	CO-DOCUMENTATION AGENT:				REGIONS BANK,
			
					as Co-Documentation Agent and Lender
				
					By:		 /s/ William A. Philipp

					Name:		William A. Philipp
					Title:		Senior Vice President


  

[SIGNATURE PAGE] 

[SECOND AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 









							
	LENDERS:				 MUFG UNION BANK, N.A.,
 as
Lender

				
					By:		 /s/ Mark Oberreuter

					Name:		Mark Oberreuter
					Title:		Vice President


  

[SIGNATURE PAGE] 

[SECOND AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 








 
			
	CIBC Inc.,
	as Lender
		
	By:		 /s/ William M. Reid

	Name:		William M. Reid
	Title:		Authorized Signatory
		
	By:		 /s/ Trudy Nelson

	Name:		Trudy Nelson
	Title:		Authorized Signatory



  

[SIGNATURE PAGE] 

[SECOND AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 








 
			
	MIZUHO BANK, LTD.,
	as Lender
		
	By:		 /s/ Leon Mo

	Name:		Leon Mo
	Title:		Authorized Signatory



  

[SIGNATURE PAGE] 

[SECOND AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 








 
			
	PNC BANK, NATIONAL ASSOCIATION,
	as Lender
		
	By:		 /s/ Jonathan Luchansky

	Name:		Jonathan Luchansky
	Title:		Vice President



  

[SIGNATURE PAGE] 

[SECOND AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 








 
			
	 SUMITOMO MITSUI BANKING CORPORATION,

	as Lender
		
	By:		 /s/ James D. Weinstein

	Name:		James D. Weinstein
	Title:		Managing Director



  

[SIGNATURE PAGE] 

[SECOND AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 








 
			
	U.S. BANK NATIONAL ASSOCIATION,
	as Lender
		
	By:		 /s/ John C. Springer

	Name:		John C. Springer
	Title:		Vice President



  

[SIGNATURE PAGE] 

[SECOND AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 








 
			
	 BRANCH BANKING AND TRUST COMPANY,

	as Lender
		
	By:		 /s/ Ryan Aman

	Name:		Ryan Aman
	Title:		Vice President



  

[SIGNATURE PAGE] 

[SECOND AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 








 
			
	BMO HARRIS BANK N. A.,
	as Lender
		
	By:		 /s/ Melissa Guzmann

	Name:		Melissa Guzmann
	Title:		Vice President



  

[SIGNATURE PAGE] 

[SECOND AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 








 
			
	DNB CAPITAL LLC,
	as Lender
		
	By:		 /s/ Asulv Tveit

	Name:		Asulv Tveit
	Title:		First Vice President
		
	By:		 /s/ James Grubb

	Name:		James Grubb
	Title:		Vice President



  

[SIGNATURE PAGE] 

[SECOND AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 








 
			
	ROYAL BANK OF CANADA,
	as Lender
		
	By:		 /s/ Kristan Spivey

	Name:		Kristan Spivey
	Title:		Authorized Signatory



  

[SIGNATURE PAGE] 

[SECOND AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 








 
			
	THE TORONTO DOMINION (NEW YORK) LLC,
	as Lender
		
	By:		 /s/ Marie Fernandes

	Name:		Marie Fernandes
	Title:		Authorized Signatory



  

[SIGNATURE PAGE] 

[SECOND AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 








 
			
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

	as Lender
		
	By:		 /s/ Robert Hetu

	Name:		Robert Hetu
	Title:		Authorized Signatory
		
	By:		 /s/ Remy Riester

	Name:		Remy Riester
	Title:		Authorized Signatory



  

[SIGNATURE PAGE] 

[SECOND AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 








 
			
	 BOKF, NA DBA BANK OF OKLAHOMA,

as Lender

		
	By:		 /s/ Jeffrey Hall

	Name:		Jeffrey Hall
	Title:		Senior Vice President



  

[SIGNATURE PAGE] 

[SECOND AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 








 
			
	 SYNOVUS BANK,
 as
Lender

		
	By:		 /s/ Joseph Keener

	Name:		Joseph Keener
	Title:		SVP



  

[SIGNATURE PAGE] 

[SECOND AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 








 
			
	 FIFTH THIRD BANK,
 as
Lender

		
	By:		 /s/ Larry Hayes

	Name:		Larry Hayes
	Title:		Director- Energy Finance



  

[SIGNATURE PAGE] 

[SECOND AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 








 
			
	 BARCLAYS BANK PLC,
 as
Lender

		
	By:		 /s/ Luke Syme

	Name:		Luke Syme
	Title:		Assistant Vice President



  

[SIGNATURE PAGE] 

[SECOND AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 








 
			
	 MORGAN STANLEY BANK, N. A.,

as Lender

		
	By:		 /s/ Matthew T. Meyers

	Name:		Matthew T. Meyers
	Title:		Authorized Signatory



  

[SIGNATURE PAGE] 

[SECOND AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION]