COMMITMENT INCREASE LETTER November 17, 2014
Exhibit 10.1
Execution Version
November 17, 2014
Xxxxx Fargo Bank, National Association, as Administrative Agent
1000 Louisiana, 9th Floor
Houston, Texas 77002
Attention: Xxxxx Xxxxxx
| RE: | Credit Agreement dated as of September 2, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Energen Corporation, as Borrower, Xxxxx Fargo Bank, National Association, as Administrative Agent, the financial institutions from time to time party thereto as Lenders, and the other Agents party thereto. Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement. |
Ladies and Gentlemen:
This Commitment Increase Letter is being delivered pursuant to Section 2.10 of the Credit Agreement.
(a) Please be advised that each undersigned Increase Lender has agreed (i) to increase its Commitment under the Credit Agreement effective as of the date first written above (the “Increase Effective Date”) to the amount set forth opposite such Increase Lender’s name on Annex I attached hereto under the caption “Commitment” and (ii) that it shall continue to be a party in all respects to the Credit Agreement and the other Loan Documents pursuant to Section 2.10(a)(viii) of the Credit Agreement.
(b) The parties hereto hereby agree that this letter agreement shall be deemed to constitute a Commitment Increase Certificate for purposes of Section 2.10(a)(v) of the Credit Agreement. On the Increase Effective Date, Annex I to the Credit Agreement will be replaced in its entirety with Annex I attached hereto pursuant to Section 2.10(a)(viii)(B).
(c) Each Lender (including, for the avoidance of doubt, each undersigned Lender that is not increasing its Commitment pursuant to paragraph (a) above) hereby agrees that the Borrower shall not be required to make any break-funding payments which may otherwise be required under Section 5.02 of the Credit Agreement solely resulting from the increase in the Commitments effected pursuant to this Commitment Increase Letter; provided, that the Lenders’ waiver of such break-funding payments set forth in this paragraph (c) is a limited, one-time waiver, and nothing contained herein shall obligate the Administrative Agent or any Lender to grant any additional or future waiver with respect to, or in connection with, any provision of the Credit Agreement or any other Loan Document.
(d) The Borrower hereby represents and warrants to the Lenders and the Administrative Agent that no Default or Event of Default exists on the Increase Effective Date or after giving effect to the Incremental Commitment effectuated by this Commitment Increase Letter and the making of any Loans pursuant to such Incremental Commitment.
(e) The parties hereto hereby agree that (i) this letter agreement may be executed in counterparts, and all parties need not execute the same counterpart; however, no party shall be bound by this letter agreement until a counterpart hereof has been executed by the Borrower and each Lender party hereto; facsimiles or other electronic transmission (e.g., .pdf) shall be effective as originals, (ii) THIS LETTER AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES REGARDING THE MATTERS SET FORTH HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES AND THAT THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES, (iii) this letter agreement constitutes a “Loan Document” under and as defined in Section 1.02 of the Credit Agreement, and (iv) this letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
Please evidence your agreement to each of the provisions of this letter agreement by executing a counterpart hereof where indicated and returning a fully executed counterpart.
[Signature Pages Follow]
| Very truly yours, | ||
| ENERGEN CORPORATION, an Alabama corporation | ||
| By: | /S/ XXXXXXX X. XXXXXX, XX. | |
| Name: | Xxxxxxx X. Xxxxxx, Xx. | |
| Title: | Vice President, Chief Financial Officer and Treasurer | |
Signature Page to Energen Commitment Increase Letter
Accepted and Agreed:
| XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Lender | ||
| By: | /S/ XXXXXX X. XXXXX | |
| Name: | Xxxxxx X. Xxxxx | |
| Title: | Assistant Vice President | |
Signature Page to Energen Commitment Increase Letter
| BANK OF AMERICA, N.A., | ||
| as Lender | ||
| By: |
/S/ XXXXXX X. XXXXXX | |
| Name: |
Xxxxxx X. XxXxxx | |
| Title: |
Managing Director | |
Signature Page to Energen Commitment Increase Letter
| COMPASS BANK, | ||
| as Lender | ||
| By: |
/S/ XXX XXX XXXXXXX | |
| Name: |
Xxx Xxx Xxxxxxx | |
| Title: |
Senior Vice President | |
Signature Page to Energen Commitment Increase Letter
| JPMORGAN CHASE BANK, N.A., | ||
| as Lender | ||
| By: |
/S/ JO XXXXX XXXXXXXXX | |
| Name: |
Xx Xxxxx Xxxxxxxxx | |
| Title: |
Authorized Officer | |
Signature Page to Energen Commitment Increase Letter
| REGIONS BANK, | ||
| as Lender | ||
| By: |
/S/ XXXXXX XXXX | |
| Name: |
Xxxxxx Xxxx | |
| Title: |
Assistant Vice President | |
Signature Page to Energen Commitment Increase Letter
| MUFG UNION BANK, N.A., | ||
| as Lender | ||
| By: |
/S/ XXXX XXXXXXXXXX | |
| Name: |
Xxxx Xxxxxxxxxx | |
| Title: |
Vice President | |
Signature Page to Energen Commitment Increase Letter
| CIBC Inc., | ||
| as Lender | ||
| By: |
/S/ XXXXX XXXXXXX | |
| Name: |
Xxxxx Xxxxxxx | |
| Title: |
Authorized Signatory | |
| By: |
/S/ XXXXX XXXXXX | |
| Name: |
Xxxxx Xxxxxx | |
| Title: |
Authorized Signatory | |
Signature Page to Energen Commitment Increase Letter
| MIZUHO BANK, LTD., | ||
| as Lender | ||
| By: |
/S/ XXXX XX | |
| Name: |
Xxxx Xx | |
| Title: |
Authorized Signatory | |
Signature Page to Energen Commitment Increase Letter
| PNC BANK, NATIONAL ASSOCIATION, | ||
| as Lender | ||
| By: | /S/ XXXXXXXX XXXXXXXXX | |
| Name: | Xxxxxxxx Xxxxxxxxx | |
| Title: | Assistant Vice President | |
Signature Page to Energen Commitment Increase Letter
| SUMITOMO MITSUI BANKING CORPORATION, | ||
| as Lender | ||
| By: | /S/ XXXXX XXXX | |
| Name: | Xxxxx Xxxx | |
| Title: | Managing Director | |
Signature Page to Energen Commitment Increase Letter
| U.S. BANK NATIONAL ASSOCIATION, | ||
| as Lender | ||
| By: | /S/ XXXXXXXX X. XXXXXXX | |
| Name: | Xxxxxxxx X. Xxxxxxx | |
| Title: | Vice President | |
Signature Page to Energen Commitment Increase Letter
| BRANCH BANKING AND TRUST COMPANY, | ||
| as Lender | ||
| By: | /S/ XXXXX XXXXXXXX | |
| Name: | Xxxxx Xxxxxxxx | |
| Title: | Vice President | |
Signature Page to Energen Commitment Increase Letter
| BMO XXXXXX BANK N.A., | ||
| as Lender | ||
| By: |
/S/ XXXXXXX XXXXXXX | |
| Name: |
Xxxxxxx Xxxxxxx | |
| Title: |
Vice President | |
Signature Page to Energen Commitment Increase Letter
| DNB CAPITAL LLC, | ||
| as Lender | ||
| By: |
/S/ XXX XXXXX | |
| Name: |
Xxx Xxxxx | |
| Title: |
Senior Vice President | |
| By: |
/S/ XXXXX XXXXX | |
| Name: |
Asulv Xxxxx | |
| Title: |
Vice President | |
Signature Page to Energen Commitment Increase Letter
| ROYAL BANK OF CANADA, | ||
| as Lender | ||
| By: |
/S/ XXXXXXX XXXXXX | |
| Name: |
Xxxxxxx Xxxxxx | |
| Title: |
Authorized Signatory | |
Signature Page to Energen Commitment Increase Letter
| THE TORONTO DOMINION (NEW YORK) LLC, | ||
| as Lender | ||
| By: | /S/ XXXXX XXXXXXXXX | |
| Name: | Xxxxx Xxxxxxxxx | |
| Title: | Authorized Signatory | |
Signature Page to Energen Commitment Increase Letter
| BOKF, NA DBA BANK OF OKLAHOMA, | ||
| as Lender | ||
| By: |
/S/ XXXX XXXXXXX | |
| Name: |
Xxxx Xxxxxxx | |
| Title: |
Assistant Vice President | |
Signature Page to Energen Commitment Increase Letter
| CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, | ||
| as Lender | ||
| By: |
/S/ XXXXXXX XXXXXXX | |
| Name: |
Xxxxxxx Xxxxxxx | |
| Title: |
Authorized Signatory | |
| By: |
/S/ XXX XXXXXX | |
| Name: |
Xxx Xxxxxx | |
| Title: |
Authorized Signatory | |
Signature Page to Energen Commitment Increase Letter
| SYNOVUS BANK, | ||
| as Lender | ||
| By: |
/S/ XXXXX X. XXXXXX | |
| Name: |
Xxxxx X. Xxxxxx | |
| Title: |
Senior Vice President | |
Signature Page to Energen Commitment Increase Letter
Acknowledged and agreed solely for the
purpose of paragraph (c) of the
Commitment Increase Letter:
| FIFTH THIRD BANK, | ||
| as Lender | ||
| By: |
/S/ XXXXXXX XXXXXX | |
| Name: |
Xxxxxxx Xxxxxx | |
| Title: |
Senior Vice President | |
Signature Page to Energen Commitment Increase Letter
Acknowledged and agreed solely for the
purpose of paragraph (c) of the
Commitment Increase Letter:
| BARCLAYS BANK PLC, | ||
| as Lender | ||
| By: |
/S/ XXXXXX XXXXX | |
| Name: |
Xxxxxx Xxxxx | |
| Title: |
Vice President | |
Signature Page to Energen Commitment Increase Letter
Acknowledged and agreed solely for the
purpose of paragraph (c) of the
Commitment Increase Letter:
| XXXXXX XXXXXXX BANK, N.A., | ||
| as Lender | ||
| By: | /S/ XXXXXXX X. XXXX | |
| Name: | Xxxxxxx X. Xxxx | |
| Title: | Authorized Signatory | |
Signature Page to Energen Commitment Increase Letter
ANNEX I
| Name of Lender |
Applicable Percentage |
Commitment | ||||||
| Xxxxx Fargo Bank, National Association |
7.200000000 | % | $ | 144,000,000 | ||||
| Bank of America, N.A. |
7.200000000 | % | $ | 144,000,000 | ||||
| Compass Bank |
7.200000000 | % | $ | 144,000,000 | ||||
| JPMorgan Chase Bank |
7.200000000 | % | $ | 144,000,000 | ||||
| Regions Bank |
7.200000000 | % | $ | 144,000,000 | ||||
| MUFG Union Bank, N.A. |
5.000000000 | % | $ | 100,000,000 | ||||
| CIBC Inc. |
5.000000000 | % | $ | 100,000,000 | ||||
| Mizuho Bank, Ltd. |
5.000000000 | % | $ | 100,000,000 | ||||
| PNC Bank, National Association |
5.000000000 | % | $ | 100,000,000 | ||||
| Sumitomo Mitsui Banking Corporation |
5.000000000 | % | $ | 100,000,000 | ||||
| U.S. Bank National Association |
5.000000000 | % | $ | 100,000,000 | ||||
| Branch Banking & Trust Company |
4.250000000 | % | $ | 85,000,000 | ||||
| BMO Xxxxxx Bank N.A. |
4.250000000 | % | $ | 85,000,000 | ||||
| DNB Capital LLC |
4.250000000 | % | $ | 85,000,000 | ||||
| Royal Bank of Canada |
4.000000000 | % | $ | 85,000,000 | ||||
| The Toronto Dominion (New York) LLC |
4.250000000 | % | $ | 85,000,000 | ||||
| Credit Suisse AG, Cayman Islands Branch |
3.000000000 | % | $ | 60,000,000 | ||||
| BOKF, NA dba Bank of Oklahoma |
2.500000000 | % | $ | 50,000,000 | ||||
| Synovus Bank |
2.500000000 | % | $ | 50,000,000 | ||||
| Fifth Third Bank |
2.250000000 | % | $ | 45,000,000 | ||||
| Barclays Bank PLC |
1.250000000 | % | $ | 25,000,000 | ||||
| Xxxxxx Xxxxxxx Bank, N.A. |
1.250000000 | % | $ | 25,000,000 | ||||
| TOTAL |
100.000000000 | % | $ | 2,000,000,000 | ||||
Annex I to Energen Commitment Increase Letter
