LONG-TERM DEBT

Long-term debt consisted of the following:



(in thousands)	September 30, 2018		December 31, 2017
Credit facility, due April 30, 2023	$	425,000	$	255,000
4.625% Notes, due September 1, 2021	400,000		400,000
7.32% Medium-term Notes, Series A, due July 28, 2022	20,000		20,000
7.35% Medium-term Notes, Series A, due July 28, 2027	10,000		10,000
7.125% Medium-term Notes, Series B, due February 15, 2028	100,000		100,000
Total	955,000		785,000
Less unamortized debt discount	339		360
Less unamortized debt issuance costs	1,488		1,779
Total	$	953,173	$	782,861

The aggregate maturities of Energen’s long-term debt outstanding at September 30, 2018 are as follows:



(in thousands)
Remaining 2018		2019		2020		2021		2022		2023 and thereafter
$	—	$	—	$	—	$	400,000	$	20,000	$	535,000

The debt agreements of Energen contain financial and nonfinancial covenants including routine matters such as timely payment of principal and interest, maintenance of corporate existence and restrictions on liens. None of the debt agreements have events of default based on credit ratings. As of September 30, 2018, we were in compliance with our covenants.

Under Energen’s Indenture dated September 1, 1996 with The Bank of New York as Trustee, a cross default provision provides that any debt default of more than $10 million by Energen or Energen Resources will constitute an event of default by Energen. The Indenture does not include a restriction on the payment of dividends.

Our 4.625% Notes due September 1, 2021 include change in control provisions that may be triggered in a variety of change in control events including, but not limited to, the election to our Board of a majority of directors who are not Continuing Directors. As defined in the notes, a Continuing Director is a director who (1) was a member of the Board on the date of the initial issuance of the notes; or (ii) was nominated for election or elected to the Board with the approval of a majority of the Continuing Directors who were members of the Board at the time of such nomination or election.

Credit Facility: On September 2, 2014, Energen entered into a five-year syndicated secured credit facility with domestic and foreign lenders. On November 9, 2017, the borrowing base was increased to $1.7 billion. The aggregate commitments under the credit facility did not change and remained at $1.05 billion. On April 30, 2018, we entered into an amendment to our credit facility which extended the maturity to April 30, 2023, increased the borrowing base to $2.15 billion and increased the aggregate commitments to $1.25 billion. Energen’s obligations under the syndicated credit facility are unconditionally guaranteed by Energen Resources. The credit facility is collateralized by certain assets of Energen and Energen Resources, including a pledge of equity interests in subsidiaries of Energen other than Energen Resources, by mortgages on substantially all of Energen Resources’ oil and natural gas properties and by the pledge of Energen’s and Energen Resources’ deposit accounts, securities accounts and commodity accounts (other than de minimus accounts and excluded accounts). The current credit facility qualifies for classification as long-term debt on the consolidated balance sheets. The financial covenants of the credit facility require Energen to maintain a ratio of total debt to consolidated income before interest expense, income taxes, depreciation, depletion, amortization, exploration expense and other non-cash income and expenses (EBITDAX) less than or equal to 4.0 to 1.0; and to maintain a ratio of consolidated current assets (adjusted to include amounts available for borrowings and exclude non-cash derivative instruments) to consolidated current liabilities (adjusted to exclude maturities under the credit facility and non-cash derivative instruments) greater than or equal to 1.0 to 1.0. We are also bound by covenants which limit our ability to incur additional indebtedness, make certain distributions or alter our corporate structure. Energen may not pay dividends if an event of default exists, if the payment would result in an event of default, or if availability is less than 10 percent of the loan limit under the credit facility. Under the credit facility, a cross default provision provides that any debt default of more than $75 million by Energen or Energen Resources will constitute an event of default by Energen. Our credit facility also limits our ability to enter into commodity hedges based on projected production volumes. In addition, the terms of our credit facility limit the amount we can borrow to a borrowing base amount which is determined by our lenders in their sole discretion based on their valuation of our proved reserves and their internal criteria including commodity price outlook. The borrowing base amount is subject to redetermination semi-annually and for event-driven unscheduled redeterminations. Due to the pending Merger of Energen with Diamondback, our scheduled redetermination on October 1, 2018 was postponed to occur on or about January 15, 2019. Completion of the Merger would give rise to an event of default under the terms of the Energen credit facility. To avoid an event of default, Diamondback will need to either obtain waivers or consents from the lenders under the Energen credit facility or the Energen credit facility will need to be repaid in full and terminated in connection with the Merger.

Upon an uncured event of default under the credit facility, all amounts owing under the credit facility depending on the nature of the event of default, will automatically or may, upon notice by the administrative agent or the requisite lenders thereunder, become immediately due and payable and the lenders may terminate their commitments under the defaulted facility.

The following is a summary of information relating to Energen’s credit facility:



(in thousands)	September 30, 2018		December 31, 2017
Credit facility outstanding	$	425,000	$	255,000
Available for borrowings	825,000		795,000
Total borrowing commitments	$	1,250,000	$	1,050,000



	Three months ended September 30,						Nine months ended September 30,
(in thousands)	2018			2017			2018			2017
Maximum amount outstanding at any month-end	$	425,000		$	238,000		$	425,000		$	238,000
Average daily amount outstanding	$	386,978		$	191,810		$	309,514		$	80,476
Weighted average interest rates based on:
Average daily amount outstanding	3.39		%	2.51		%	3.21		%	2.49		%
Amount outstanding at period-end	3.42		%	2.49		%	3.42		%	2.49		%

The following is a summary of information relating to Energen’s interest expense:



	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2018		2017		2018		2017
Interest expense	$	11,550	$	9,985	$	32,601	$	28,210
Amortization of debt issuance costs related to long-term debt, including our credit facility*	$	541	$	830	$	2,106	$	2,503
Commitment fees*	$	681	$	674	$	2,005	$	2,236

*Included in Energen’s total interest expense. Energen had no capitalized interest for the three months and nine months ended September 30, 2018 and 2017. For the nine months ended September 30, 2018, Energen paid commitment fees on the unused portion of the available credit facility at a current annual rate of 30 basis points.