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

Exhibit 10.1

FIFTH AMENDMENT

TO THE

CREDIT AGREEMENT

dated as of October 25, 2016

among

ENERGEN CORPORATION,

as Borrower,

XXXXX 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 XXXXX 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/ XXXXXXX X. XXXXXX, XX.
				Name:		Xxxxxxx X. Xxxxxx, Xx.
				Title:		Vice President, Chief Financial Officer and Treasurer
GUARANTOR:				ENERGEN RESOURCES CORPORATION
				By:		/s/ XXXXXXX X. XXXXXX, XX.
				Name:		Xxxxxxx X. Xxxxxx, Xx.
				Title:		Vice President, Chief Financial Officer and Treasurer

[SIGNATURE PAGE]

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT]

[ENERGEN CORPORATION]

ADMINISTRATIVE AGENT:				XXXXX FARGO BANK, NATIONAL ASSOCIATION,
				as Administrative Agent, Issuing Bank and Lender
				By:		/s/ XXXXXXXX XXXXXXX
				Name:		Xxxxxxxx Xxxxxxx
				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/ XXXX XXXXXXX
				Name:		Xxxx Xxxxxxx
				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/ XXXXXXXX XXXXXXXX
				Name:		Xxxxxxxx Xxxxxxxx
				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 XXXXX XXXXXXXXX
				Name:		Jo Xxxxx Xxxxxxxxx
				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/ XXXXXXX X. XXXXXXX
				Name:		Xxxxxxx X. Xxxxxxx
				Title:		Managing Director

[SIGNATURE PAGE]

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT]

[ENERGEN CORPORATION]

CIBC Inc.,
as Lender
By:		/s/ XXXXX XXXXXXX
Name:		Xxxxx Xxxxxxx
Title:		Authorized Signatory
By:		/s/ XXXXXXX X. XXXX
Name:		Xxxxxxx X. Xxxx
Title:		Authorized Signatory

[SIGNATURE PAGE]

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT]

[ENERGEN CORPORATION]

MIZUHO BANK, LTD.,
as Lender
By:		/s/ XXXX MO
Name:		Xxxx Mo
Title:		Authorized Signatory

[SIGNATURE PAGE]

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT]

[ENERGEN CORPORATION]

PNC BANK, NATIONAL ASSOCIATION,
as Lender
By:		/s/ XXXXXXXX XXXXXXXXX
Name:		Xxxxxxxx Xxxxxxxxx
Title:		Vice President

[SIGNATURE PAGE]

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT]

[ENERGEN CORPORATION]

SUMITOMO MITSUI BANKING CORPORATION,
as Lender
By:		/s/ XXXXX X. XXXXXXXXX
Name:		Xxxxx X. Xxxxxxxxx
Title:		Managing Director

[SIGNATURE PAGE]

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT]

[ENERGEN CORPORATION]

U.S. BANK NATIONAL ASSOCIATION,
as Lender
By:		/s/ XXXXXXXX X. XXXXXXX
Name:		Xxxxxxxx X. Xxxxxxx
Title:		Vice President

[SIGNATURE PAGE]

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT]

[ENERGEN CORPORATION]

BRANCH BANKING AND TRUST COMPANY,
as Lender
By:		/s/ XXXX XXXX
Name:		Xxxx Xxxx
Title:		Vice President

[SIGNATURE PAGE]

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT]

[ENERGEN CORPORATION]

BMO XXXXXX BANK N. A.,
as Lender
By:		/s/ XXXXXXX X. XXXXX
Name:		Xxxxxxx X. Xxxxx
Title:		Vice President

[SIGNATURE PAGE]

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT]

[ENERGEN CORPORATION]

DNB CAPITAL LLC,
as Lender
By:		/s/ XXXXX XXXXXX
Name:		Xxxxx Xxxxxx
Title:		Senior Vice President
By:		/s/ XXXX XXXXXXX
Name:		Xxxx Xxxxxxx
Title:		Vice President

[SIGNATURE PAGE]

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT]

[ENERGEN CORPORATION]

ROYAL BANK OF CANADA,
as Lender
By:		/s/ XXXXXXX XXXXXX
Name:		Xxxxxxx Xxxxxx
Title:		Authorized Signatory

[SIGNATURE PAGE]

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT]

[ENERGEN CORPORATION]

THE TORONTO DOMINION (NEW YORK) LLC,
as Lender
By:		/s/ XXXXX XXXXX
Name:		Xxxxx Xxxxx
Title:		Authorized Signatory

[SIGNATURE PAGE]

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT]

[ENERGEN CORPORATION]

BOKF, NA DBA BANK OF OKLAHOMA,
as Lender
By:		/s/ XXXX XXXXXXX
Name:		Xxxx Xxxxxxx
Title:		Vice President

[SIGNATURE PAGE]

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT]

[ENERGEN CORPORATION]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as Lender
By:		/s/ XXXXXX XXXX
Name:		Xxxxxx Xxxx
Title:		Authorized Signatory
By:		/s/ XXXXXX XXXXX
Name:		Xxxxxx Xxxxx
Title:		Authorized Signatory

[SIGNATURE PAGE]

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT]

[ENERGEN CORPORATION]

FIFTH THIRD BANK,
as Lender
By:		/s/ XXXXX XXXXX
Name:		Xxxxx Xxxxx
Title:		Director

[SIGNATURE PAGE]

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT]

[ENERGEN CORPORATION]

SYNOVUS BANK,
as Lender
By:		/s/ XXXXXX XXXXXX
Name:		Xxxxxx Xxxxxx
Title:		Senior Vice President

[SIGNATURE PAGE]

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT]

[ENERGEN CORPORATION]

BARCLAYS BANK PLC,
as Lender
By:		/s/ XXXX XXX
Name:		Xxxx Xxx
Title:		Assistant Vice President

[SIGNATURE PAGE]

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT]

[ENERGEN CORPORATION]

XXXXXX XXXXXXX BANK, N. A.,
as Lender
By:		/s/ XXXXXXX X. XXXXXX
Name:		Xxxxxxx X. Xxxxxx
Title:		Authorized Signatory

[SIGNATURE PAGE]

[FIFTH AMENDMENT TO THE CREDIT AGREEMENT]

[ENERGEN CORPORATION]