EX-10.1



 Exhibit 10.1 
  

 
  

FIFTH AMENDMENT 

TO THE 

CREDIT AGREEMENT 

dated as of October 25, 2016 

among 

ENERGEN CORPORATION, 

as Borrower, 

WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Administrative Agent, 

THE GUARANTOR SIGNATORY HERETO, 

and 
 THE
LENDERS SIGNATORY HERETO 
  

 
  







 FIFTH AMENDMENT TO 

CREDIT AGREEMENT 

This FIFTH AMENDMENT TO THE CREDIT
AGREEMENT (this “Fifth Amendment”), dated as of October 25, 2016 (the “Fifth 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 Fifth Amendment to amend the Credit Agreement as set forth
herein. 
 C. The Lenders party hereto also desire to complete the October 1, 2016 Scheduled Redetermination as set forth
herein. 
 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 Fifth Amendment, shall have the meaning ascribed to such term in the Credit Agreement (as amended hereby). Unless
otherwise indicated, all section references in this Fifth Amendment refer to the Credit Agreement. 
 Section 2.
Amendment to Section 2.07(e) of the Credit Agreement. In reliance on the representations, warranties, covenants and agreements contained in this Fifth Amendment, and subject to the satisfaction of the conditions precedent set forth in
Section 4 hereof, Section 2.07(e) of the Credit Agreement is hereby amended, effective as of the Fifth Amendment Effective Date, by replacing the reference to “October 1, 2016” appearing in clause (y) of the third sentence of
Section 2.07(e), with “April 1, 2017”. 
 Section 3. Borrowing Base Redetermination. 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 Fifth Amendment Effective Date to but excluding the next Redetermination
Date, the amount of the Borrowing Base shall remain and be reaffirmed at $1,050,000,000 (the “October 2016 Redetermination”). Administrative Agent, the Lenders and Borrower agree that the foregoing constitutes the
October 1, 2016 Scheduled Redetermination and that this Fifth Amendment shall constitute the New Borrowing Base Notice 

  
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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). 
 Section 4. Conditions Precedent. The effectiveness of this Fifth Amendment is
subject to the following: 
 4.1 Administrative Agent shall have received counterparts of this Fifth Amendment from the
Credit Parties, the Required Lenders and the Issuing Bank. 
 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 Fifth 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 Fifth Amendment. 

Section 6. Miscellaneous. 

6.1 Confirmation and Effect. The provisions of the Credit Agreement (as amended by this Fifth Amendment) shall
remain in full force and effect in accordance with its terms following the effectiveness of this Fifth 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 Fifth 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 Fifth 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 Fifth Amendment. 

  
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 6.3 Counterparts. This Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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] 

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 









							
	 ADMINISTRATIVE AGENT:
	 		 	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

		 		 	 as Administrative Agent, Issuing Bank and Lender

				
		 		 	 By:
	 	 /s/ COURTNEY KUBESCH

		 		 	 Name:
	 	 Courtney Kubesch

		 		 	 Title:
	 	 Director



  

[SIGNATURE PAGE] 

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 









							
	 SYNDICATION AGENT:
	 		 	 BANK OF AMERICA, N.A.,

			
		 		 	 as Syndication Agent and Lender

				
		 		 	 By:
	 	 /s/ ALIA QADDUMI

		 		 	 Name:
	 	 Alia Qaddumi

		 		 	 Title:
	 	 Director



  

[SIGNATURE PAGE] 

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 









							
	 CO-DOCUMENTATION AGENT:
	 		 	 COMPASS BANK,

			
		 		 	 as Co-Documentation Agent and Lender

				
		 		 	 By:
	 	 /s/ GABRIELA AZCARATE

		 		 	 Name:
	 	 Gabriela Azcarate

		 		 	 Title:
	 	 Vice President



  

[SIGNATURE PAGE] 

[FIFTH 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] 

[FIFTH 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:
	 	 Managing Director



  

[SIGNATURE PAGE] 

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 








 
			
	 CIBC Inc.,

	 as Lender

		
	 By:
	 	 /s/ DARIA MAHONEY

	 Name:
	 	 Daria Mahoney

	 Title:
	 	 Authorized Signatory

		
	 By:
	 	 /s/ WILLIAM M. REID

	 Name:
	 	 William M. Reid

	 Title:
	 	 Authorized Signatory




  

[SIGNATURE PAGE] 

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 








 
			
	 MIZUHO BANK, LTD.,

	 as Lender

		
	 By:
	 	 /s/ LEON MO

	 Name:
	 	 Leon Mo

	 Title:
	 	 Authorized Signatory




  

[SIGNATURE PAGE] 

[FIFTH 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] 

[FIFTH 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] 

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 








 
			
	 U.S. BANK NATIONAL ASSOCIATION,

	 as Lender

		
	 By:
	 	 /s/ NICHOLAS T. HANFORD

	 Name:
	 	 Nicholas T. Hanford

	 Title:
	 	 Vice President




  

[SIGNATURE PAGE] 

[FIFTH 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] 

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 








 
			
	 BMO HARRIS BANK N. A.,

	 as Lender

		
	 By:
	 	 /s/ MATTHEW L. DAVIS

	 Name:
	 	 Matthew L. Davis

	 Title:
	 	 Vice President




  

[SIGNATURE PAGE] 

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 








 
			
	 DNB CAPITAL LLC,

	 as Lender

		
	 By:
	 	 /s/ BYRON COOLEY

	 Name:
	 	 Byron Cooley

	 Title:
	 	 Senior Vice President

		
	 By:
	 	 /s/ MACK LAMBERT

	 Name:
	 	 Mack Lambert

	 Title:
	 	 Vice President




  

[SIGNATURE PAGE] 

[FIFTH 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] 

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 








 
			
	 THE TORONTO DOMINION (NEW YORK) LLC,

	 as Lender

		
	 By:
	 	 /s/ RAYAN KARIM

	 Name:
	 	 Rayan Karim

	 Title:
	 	 Authorized Signatory




  

[SIGNATURE PAGE] 

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 








 
			
	 BOKF, NA DBA BANK OF OKLAHOMA,

	 as Lender

		
	 By:
	 	 /s/ JOHN KRENGER

	 Name:
	 	 John Krenger

	 Title:
	 	 Vice President




  

[SIGNATURE PAGE] 

[FIFTH 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/ LORENZ MEIER

	 Name:
	 	 Lorenz Meier

	 Title:
	 	 Authorized Signatory




  

[SIGNATURE PAGE] 

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 








 
			
	 FIFTH THIRD BANK,

	 as Lender

		
	 By:
	 	 /s/ LARRY HAYES

	 Name:
	 	 Larry Hayes

	 Title:
	 	 Director




  

[SIGNATURE PAGE] 

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 








 
			
	 SYNOVUS BANK,

	 as Lender

		
	 By:
	 	 /s/ JOSEPH KEENER

	 Name:
	 	 Joseph Keener

	 Title:
	 	 Senior Vice President




  

[SIGNATURE PAGE] 

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION] 








 
			
	 BARCLAYS BANK PLC,

	 as Lender

		
	 By:
	 	 /s/ JAKE LAM

	 Name:
	 	 Jake Lam

	 Title:
	 	 Assistant Vice President




  

[SIGNATURE PAGE] 

[FIFTH 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] 

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT] 

[ENERGEN CORPORATION]