ENERGEN CORP (Form: 8-K, Received: 11/18/2014 10:44:22)

ENERGEN CORPORATION

November 18, 2014

/ S / C HARLES W. P ORTER , J R .

Charles W. Porter, Jr.

Vice President, Chief Financial Officer and Treasurer of Energen Corporation

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

November 17, 2014

Commission

File Number

Registrant

State of Incorporation

IRS Employer

Identification Number

1-7810

Energen Corporation

Alabama

63-0757759


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

Energen Corporation (“Energen”) has partially exercised the accordion feature of its Credit Agreement, dated September 2, 2014, as amended, among Energen, as borrower, Wells Fargo Bank, National Association, as administrative agent (the “Agent”), and the institutions named therein as lenders (the “Credit Agreement”), pursuant to a Commitment Increase Letter, dated November 17, 2014 (the “Commitment Increase Letter”), among Energen, existing lenders and the Agent.

The Commitment Increase Letter increased the total revolving commitments under the Credit Agreement by $500 million, from a total of $1.5 billion to a total of $2 billion. All other terms and conditions of the Credit Agreement remain unchanged.

The preceding summary of the material terms of the Commitment Increase Letter 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 Commitment Increase Letter, the text of the Commitment Increase Letter shall control.

Section 2 – Financial Information

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information required by this Item 2.03 is included in Item 1.01 and incorporated herein by reference.

Section 9 Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.


EXHIBIT NUMBER		DESCRIPTION

10.1		Commitment Increase Letter dated November 17, 2014, by and among Energen Corporation, as borrower, Wells Fargo Bank, National Association, as administrative agent, and the institutions named therein as lenders.

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.

Exhibit 10.1

Execution Version

COMMITMENT INCREASE LETTER

November 17, 2014

Wells Fargo Bank, National Association, as Administrative Agent

1000 Louisiana, 9 ^th Floor

Houston, Texas 77002

Attention: Brian Malone

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, Wells 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 / C HARLES W. P ORTER , J R .
Name:		Charles W. Porter, Jr.
Title:		Vice President, Chief Financial Officer and Treasurer