UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
October 20, 2014
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Commission File
Number |
Registrant |
State of
Incorporation |
IRS Employer
Identification Number |
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| 1-7810 | Energen Corporation | Alabama | 63-0757759 | |||
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605 Richard Arrington Jr. Boulevard North
Birmingham, Alabama |
35203 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(205) 326-2700
(Registrant’s telephone number including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 23 0.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 1 – Registrant’s Business and Operations
| Item 1.01 | Entry into a Material Definitive Agreement |
Effective October 20, 2014, Energen Corporation (“Energen”) entered into a first amendment (the “Amendment”) to its credit agreement (the “Credit Agreement”) among Energen, as borrower, Wells Fargo Bank, National Association, as administrative agent, Energen Resources Corporation, as guarantor, and the institutions named therein as lenders. Terms used and not defined herein have the respective meanings given to such terms in the Credit Agreement and the Amendment, respectively.
The Amendment changes the Credit Agreement covenant relating to Energen’s ability to enter into Swap Agreements in respect of commodities. Previously, the Credit Agreement allowed Energen to hedge up to 85% of its anticipated production of crude oil (including natural gas liquids and condensate) and up to 85% of its anticipated production of natural gas, in each case, as such production is projected from Energen’s proved oil and gas properties reserves. The Amendment includes certain defined terms, including Current Production, and other provisions which change the aggregate notional volumes of commodities Swap Agreements (measured at the time each such new Swap Agreement is executed) to certain specified percentages of Current Production (which includes production from both proved and unproved reserves) that reduce over the term of such Swap Agreement. Please refer to the full text of the Amendment filed herewith as Exhibit 10.1 for the detailed provisions covering the tests for entering into Swap Agreements for commodities hedging purposes.
In the ordinary course of their respective businesses, certain of the lenders and other parties to the Amendment and their respective affiliates have engaged, and may in the future engage, in commercial banking, investment banking, financial advisory or other services to Energen and its affiliates for which they have in the past and may in the future receive customary compensation and expense reimbursement.
The preceding summary of the material terms of the Amendment is qualified in its entirety by the full text of such agreement, which is filed herewith as Exhibit 10.1. In the event of any discrepancy between the preceding summary and the text of the Amendment, the text of the Amendment shall control.
Section 5 – Corporate Governance and Management
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On October 22, 2014, the Board of Directors of Energen resolved to terminate the Energen Executive Retirement Supplement Agreements (“SERP”) with certain of Energen’s executive officers, including each of the named executive officers. The SERP agreements will terminate effective December 31, 2014. Additional information regarding the SERP can be found in Energen’s Proxy Statement on Schedule 14A for its annual meeting held April 23, 2014.
Energen will settle all liabilities under the SERP in accordance with Section 409A of the Internal Revenue Code. Amounts grandfathered under Section 409A shall be distributed to participants as soon as administratively practicable following the termination date, and amounts subject to Section 409A will be settled by paying lump sums to participants at least twelve and no more than twenty-four months following the termination date of December 31, 2014. A form of the Amendment to Executive Retirement Supplement Agreement is filed herewith as Exhibit 10.2. The preceding summary of the material terms of the SERP termination is qualified in its entirety by the full text of the form of Amendment to Executive Retirement Supplement Agreement and, in the event of any discrepancy, the text of the Amendment to Executive Retirement Supplement Agreement shall control.
Section 9 Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits |
| (d) |
Exhibits. |
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EXHIBIT
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DESCRIPTION |
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| 10.1 |
First Amendment to the Credit Agreement dated as of October 20, 2014, by and among Energen Corporation, as borrower, Wells Fargo Bank, National Association, as administrative agent, Energen Resources Corporation, as guarantor, and the institutions named therein as lenders. |
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| 10.2 |
Form of Amendment to Executive Retirement Supplement Agreement. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ENERGEN CORPORATION | ||||
| October 23, 2014 | By: |
/ S / C HARLES W. P ORTER , J R . |
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Charles W. Porter, Jr. Vice President, Chief Financial Officer and Treasurer of Energen Corporation |
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Exhibit 10.1
Execution Version
F IRST A MENDMENT
TO THE
C REDIT A GREEMENT
dated as of October 20, 2014
among
E NERGEN C ORPORATION ,
as Borrower,
W ELLS F ARGO B ANK , N ATIONAL A SSOCIATION ,
as Administrative Agent,
T HE G UARANTOR S IGNATORY H ERETO ,
and
T HE L ENDERS S IGNATORY H ERETO
F IRST A MENDMENT TO
C REDIT A GREEMENT
This F IRST A MENDMENT TO THE C REDIT A GREEMENT (this “ First Amendment ”), dated as of October 20, 2014 (the “ First Amendment Effective Date ”), is among E NERGEN C ORPORATION , 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 W ELLS F ARGO B ANK , N ATIONAL A SSOCIATION , 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 (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 First Amendment to amend certain terms of the Credit Agreement as set forth herein, to be effective as of the First 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 First Amendment, shall have the meaning ascribed to such term in the Credit Agreement (as amended hereby). Unless otherwise indicated, all section references in this First Amendment refer to the Credit Agreement.
Section 2. Amendments to Credit Agreement . In reliance on the representations, warranties, covenants and agreements contained in this First Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Credit Agreement shall be amended effective as of the First Amendment Effective Date in the manner provided in this Section 2 .
2.1 Additional Definition . Section 1.02 of the Credit Agreement is hereby amended to add thereto in alphabetical order the following definition which shall read in full as follows:
“ Current Production ” means the lesser of (a) the prior month’s production of each of crude oil (including natural gas liquids and condensate) and natural gas, calculated separately, of the Borrower and its Restricted Subsidiaries and (b) the forecasted production, as reasonably determined by the Borrower, of each of crude oil (including natural gas liquids and condensate) and natural gas, calculated separately, of the Borrower and its Restricted Subsidiaries for each month for the period ending no sooner than the latest month for which volumes
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are hedged under Swap Agreements. For purposes of entering into Swap Agreement trades or transactions under Section 9.17(a)(i), forecasts of production made pursuant to clause (b) above from the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties shall reflect the latest information obtained by the Borrower or any of its Restricted Subsidiaries including the Borrower’s or any of its Restricted Subsidiaries’ internal forecasts of production decline rates for existing wells and additions to or deletions from anticipated future production from new wells and completed acquisitions coming on stream or from completed dispositions or failing to come on stream.
2.2 Amendments to Section 9.17 .
(a) Section 9.17(a)(i) of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows:
(i) Swap Agreements in respect of commodities (x) with an Approved Counterparty and (y) entered into not for speculative purposes, the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date such Swap Agreement is executed, (1) for the period from 1 to 12 months after the date of execution of such Swap Agreement, 110% of the Current Production for each month during the period during which such Swap Agreement is in effect for each of crude oil (including natural gas liquids and condensate) and natural gas, calculated separately (but in no event to exceed 100% of the forecasted production, as reasonably determined by the Borrower, of each of crude oil (including natural gas liquids and condensate) and natural gas, calculated separately, of the Borrower and its Restricted Subsidiaries for each such month), (2) for the period from 13 to 24 months after the date of execution of such Swap Agreement, 100% of the Current Production for each month during the period during which such Swap Agreement is in effect for each of crude oil (including natural gas liquids and condensate) and natural gas, calculated separately, (3) for the period from 25 to 36 months after such date of execution, 75% of the Current Production for each month during the period during which such Swap Agreement is in effect for each of crude oil (including natural gas liquids and condensate) and natural gas, calculated separately, and (4) for the period from 37 to 60 months after such date of execution, 50% of the Current Production for each month during the period during which such Swap Agreement is in effect for each of crude oil (including natural gas liquids and condensate) and natural gas, calculated separately; provided , however , that (A) such Swap Agreements shall not, in any case, have a tenor of greater than five (5) years and (B) (without duplication) the Borrower and its Restricted Subsidiaries shall be permitted to enter into Swap Agreements, trades or transactions with respect to reasonably anticipated production of natural gas liquids and condensate by entering into Swap Agreements, trades or transactions for crude oil on a conversion/equivalency basis based on the then-existing market price differential between a volume unit of crude oil to the same volume unit of natural gas liquids
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or condensate which conversion/equivalency calculation is reasonably acceptable to the Administrative Agent. It is understood that Swap Agreements in respect of commodities which may, from time to time, “hedge” the same volumes, but different elements of commodity risk thereof, shall not be aggregated together when calculating the foregoing limitations on notional volumes.
(b) Section 9.17(e) of the Credit Agreement is hereby deleted in its entirety.
Section 3. Conditions Precedent . The effectiveness of this First Amendment is subject to the following:
3.1 Administrative Agent shall have received counterparts of this First Amendment from the Credit Parties and the Majority Lenders.
3.2 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 First Amendment, and such notice shall be conclusive and binding.
Section 4. Representations and Warranties; Etc. Each Credit Party hereby affirms: (a) that as of the date hereof, the representations and warranties of the Borrower and the Guarantor set forth in each Loan Document, shall be 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 First Amendment.
Section 5. Miscellaneous .
5.1 Confirmation and Effect . The provisions of the Credit Agreement (as amended by this First Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of this First 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.
5.2 Ratification and Affirmation of Credit Parties . Each of the Credit Parties hereby expressly (a) acknowledges the terms of this First 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 First Amendment.
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5.3 Counterparts . This First 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 First Amendment by facsimile or electronic (e.g. pdf) transmission shall be effective as delivery of a manually executed original counterpart hereof.
5.4 No Oral Agreement . This written First 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.
5.5 Governing Law . This First 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.
5.6 Severability . Any provision of this First 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.
5.7 Loan Document . This First 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 First Amendment to be duly executed effective as of the date first written above.
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BORROWER: |
ENERGEN CORPORATION |
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By: |
/s/ C HARLES W. P ORTER , J R . |
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Name: Charles W. Porter, Jr. |
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Title: Vice President, Chief Financial Officer and Treasurer |
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GUARANTOR: |
ENERGEN RESOURCES CORPORATION |
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By: |
/s/ C HARLES W. P ORTER , J R . |
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Name: Charles W. Porter, Jr. |
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Title: Vice President, Chief Financial Officer and Treasurer |
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[S IGNATURE P AGE ]
[F IRST A MENDMENT TO THE C REDIT A GREEMENT ]
[E NERGEN C ORPORATION ]
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ADMINISTRATIVE AGENT: |
WELLS FARGO BANK, NATIONAL ASSOCIATION, |
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as Administrative Agent, Issuing Bank and Lender |
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By: |
/s/ C OLLIN M AYER |
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Name: |
Collin Mayer |
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Title: |
Assistant Vice President |
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[S IGNATURE P AGE ]
[F IRST A MENDMENT TO THE C REDIT A GREEMENT ]
[E NERGEN C ORPORATION ]
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SYNDICATION AGENT: |
BANK OF AMERICA, N.A., |
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as Syndication Agent and Lender |
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By: |
/s/ R ONALD E. M CKAIG |
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Name: |
Ronald E. Mckaig |
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Title: |
Managing Director |
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[S IGNATURE P AGE ]
[F IRST A MENDMENT TO THE C REDIT A GREEMENT ]
[E NERGEN C ORPORATION ]
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CO-DOCUMENTATION AGENT: |
COMPASS BANK, |
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as Co-Documentation Agent and Lender |
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By: |
/s/ A NN V AN W AGENER |
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Name: |
Ann Van Wagener |
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Title: |
Senior Vice President |
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[S IGNATURE P AGE ]
[F IRST A MENDMENT TO THE C REDIT A GREEMENT ]
[E NERGEN C ORPORATION ]
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CO-DOCUMENTATION AGENT: |
JPMORGAN CHASE BANK, N.A., |
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as Co-Documentation Agent and Lender |
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By: |
/s/ J O L INDA P APADAKIS |
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Name: |
Jo Linda Papadakis |
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Title: |
Authorized Officer |
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[S IGNATURE P AGE ]
[F IRST A MENDMENT TO THE C REDIT A GREEMENT ]
[E NERGEN C ORPORATION ]
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CO-DOCUMENTATION AGENT: |
REGIONS BANK, |
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as Co-Documentation Agent and Lender |
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By: |
/s/ W ILLIAM A.P HILIPP |
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Name: |
William A.Philipp |
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Title: |
Senior Vice President |
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[S IGNATURE P AGE ]
[F IRST A MENDMENT TO THE C REDIT A GREEMENT ]
[E NERGEN C ORPORATION ]
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LENDERS: |
MUFG UNION BANK, N.A., |
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as Lender |
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By: |
/s/ M ARK O BERREUTER |
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Name: |
Mark Oberreuter |
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Title: |
Vice President |
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[S IGNATURE P AGE ]
[F IRST A MENDMENT TO THE C REDIT A GREEMENT ]
[E NERGEN C ORPORATION ]
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CIBC Inc., |
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as Lender |
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By: |
/s/ D ARIA M AHONEY |
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Name: |
Daria Mahoney |
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Title: |
Authorized Signatory |
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By: |
/s/ W ILLIAM M. R EID |
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Name: |
William M. Reid |
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Title: |
Authorized Signatory |
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[S IGNATURE P AGE ]
[F IRST A MENDMENT TO THE C REDIT A GREEMENT ]
[E NERGEN C ORPORATION ]
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MIZUHO BANK, LTD., |
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as Lender |
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By: |
/s/ L EON M O |
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Name: |
Leon Mo |
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Title: |
Authorized Signatory |
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[S IGNATURE P AGE ]
[F IRST A MENDMENT TO THE C REDIT A GREEMENT ]
[E NERGEN C ORPORATION ]
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PNC BANK, NATIONAL ASSOCIATION, |
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as Lender |
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By: |
/s/ J ONATHAN L UCHANSKY |
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Name: |
Jonathan Luchansky |
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Title: |
Assistant Vice President |
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[S IGNATURE P AGE ]
[F IRST A MENDMENT TO THE C REDIT A GREEMENT ]
[E NERGEN C ORPORATION ]
| SUMITOMO MITSUI BANKING CORPORATION, | ||
| as Lender | ||
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By: |
/s/ J AMES D. W EINSTEIN |
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Name: |
James D. Weinstein |
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Title: |
Managing Director |
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[S IGNATURE P AGE ]
[F IRST A MENDMENT TO THE C REDIT A GREEMENT ]
[E NERGEN C ORPORATION ]
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U.S. BANK NATIONAL ASSOCIATION, |
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as Lender |
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By: |
/s/ N ICHOLAS T. H ANFORD |
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Name: |
Nicholas T. Hanford |
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Title: |
Vice President |
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[S IGNATURE P AGE ]
[F IRST A MENDMENT TO THE C REDIT A GREEMENT ]
[E NERGEN C ORPORATION ]
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BRANCH BANKING AND TRUST COMPANY, |
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as Lender |
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By: |
/s/ R YAN A MAN |
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Name: |
Ryan Aman |
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Title: |
Vice President |
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[S IGNATURE P AGE ]
[F IRST A MENDMENT TO THE C REDIT A GREEMENT ]
[E NERGEN C ORPORATION ]
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BMO HARRIS BANK N. A., |
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as Lender |
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By: |
/s/ M ELISSA G UZMANN |
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Name: |
Melissa Guzmann |
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Title: |
Vice President |
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[S IGNATURE P AGE ]
[F IRST A MENDMENT TO THE C REDIT A GREEMENT ]
[E NERGEN C ORPORATION ]
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DNB CAPITAL LLC, |
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as Lender |
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By: |
/s/ J OE H YKLE |
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Name: |
Joe Hykle |
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Title: |
Senior Vice President |
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By: |
/s/ A SULV T VEIT |
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Name: |
Asulv Tveit |
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Title: |
Vice President |
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[S IGNATURE P AGE ]
[F IRST A MENDMENT TO THE C REDIT A GREEMENT ]
[E NERGEN C ORPORATION ]
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ROYAL BANK OF CANADA, |
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as Lender |
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By: |
/s/ K RISTAN S PIVEY |
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Name: |
Kristan Spivey |
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Title: |
Authorized Signatory |
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[S IGNATURE P AGE ]
[F IRST A MENDMENT TO THE C REDIT A GREEMENT ]
[E NERGEN C ORPORATION ]
| THE TORONTO DOMINION (NEW YORK) LLC, | ||
| as Lender | ||
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By: |
/s/ M ARIE F ERNANDES |
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Name: |
Marie Fernandes |
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Title: |
Authorized Signatory |
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[S IGNATURE P AGE ]
[F IRST A MENDMENT TO THE C REDIT A GREEMENT ]
[E NERGEN C ORPORATION ]
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BOKF, NA DBA BANK OF OKLAHOMA, |
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as Lender |
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By: |
/s/ J OHN K RENGER |
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Name: |
John Krenger |
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Title: |
Assistant Vice President |
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[S IGNATURE P AGE ]
[F IRST A MENDMENT TO THE C REDIT A GREEMENT ]
[E NERGEN C ORPORATION ]
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CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, |
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| as Lender | ||
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By: |
/s/ M ICHAEL S PAIGHT |
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Name: |
Michael Spaight |
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Title: |
Authorized Signatory |
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By: |
/s/ L INGZI H UANG |
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Name: |
Lingzi Huang |
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Title: |
Authorized Signatory |
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[S IGNATURE P AGE ]
[F IRST A MENDMENT TO THE C REDIT A GREEMENT ]
[E NERGEN C ORPORATION ]
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FIFTH THIRD BANK, |
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as Lender |
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By: |
/s/ J USTIN B. C RAWFORD |
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Name: |
Justin B. Crawford |
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Title: |
Director |
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[S IGNATURE P AGE ]
[F IRST A MENDMENT TO THE C REDIT A GREEMENT ]
[E NERGEN C ORPORATION ]
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SYNOVUS BANK, |
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as Lender |
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By: |
/s/ D AVID W. B OWMAN |
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Name: |
David W. Bowman |
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Title: |
Senior Vice President |
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[S IGNATURE P AGE ]
[F IRST A MENDMENT TO THE C REDIT A GREEMENT ]
[E NERGEN C ORPORATION ]
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BARCLAYS BANK PLC, |
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as Lender |
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By: |
/s/ V ANESSA K URBATSKIY |
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Name: |
Vanessa Kurbatskiy |
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Title: |
Vice President |
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[S IGNATURE P AGE ]
[F IRST A MENDMENT TO THE C REDIT A GREEMENT ]
[E NERGEN C ORPORATION ]
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MORGAN STANLEY BANK, N. A., |
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as Lender |
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By: |
/s/ M ATTHEW M EYERS |
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Name: |
Matthew Meyers |
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Title: |
Authorized Signatory |
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[S IGNATURE P AGE ]
[F IRST A MENDMENT TO THE C REDIT A GREEMENT ]
[E NERGEN C ORPORATION ]
Exhibit 10.2
AMENDMENT TO
EXECUTIVE RETIREMENT SUPPLEMENT AGREEMENT
THIS AMENDMENT is made and entered into as of the date set forth below by and between Energen Corporation, an Alabama corporation (the “Company”), and the Executive identified below (the “Executive”):
Date: December 31, 2014
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Executive: |
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W I T N E S S E T H
WHEREAS, the Company and Executive have previously entered into an Executive Retirement Supplement Agreement dated , (the “Agreement”) to provide Executive with supplemental retirement income; and
WHEREAS, the Company and Executive have subsequently entered into amendments modifying the Agreement; and
WHEREAS, the Company has retained the right in Section 3.1 of the Agreement to terminate the Agreement; and
WHEREAS, the Company has determined to terminate the Agreement, as amended, effective December 31, 2014; and
WHEREAS, in connection with the termination of the Agreement, the Company and Executive wish to amend the Agreement as set forth herein;
NOW, THEREFORE, pursuant to Section 3.3 of the Agreement, the Company and the Executive do hereby agree to amend the Agreement as follows:
FIRST : The Agreement is hereby terminated, and the accrual of benefits under the Agreement shall cease, effective December 31, 2014 (the “Termination Date”).
SECOND : Except as otherwise provided in this Amendment, Executive’s Supplemental Retirement Benefit shall be distributed to Executive as soon as administratively practicable following the Termination Date.
THIRD : With respect to that portion of Executive’s Supplemental Retirement Benefit that is subject to Section 409A of the Internal Revenue Code and the Treasury Regulations promulgated thereunder, the following provisions shall apply:
| I. |
No payments in liquidation of the Agreement shall be made within 12 months of the date the Company takes all necessary action to irrevocably terminate and liquidate the Agreement, other than payments that would be payable under the terms of the Agreement if the action to terminate and liquidate the Agreement had not occurred; and |
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| II. |
All such payments shall be made within 24 months of the date the Company takes all necessary action to irrevocably terminate and liquidate the Agreement. |
IN WITNESS WHEREOF, the Company has cause this Amendment to be executed by its duly authorized officer and the Executive has hereunto set his hand this day of , 2014, effective the date first set forth above.
| ENERGEN CORPORATION | ||
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By: |
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Its: |
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| EXECUTIVE | ||
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