exv10w7






Exhibit 10.7




[EXECUTION]




THIRD AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT




     THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (herein called this “Amendment”)
dated as of December 19, 2007, by and among Devon Energy Corporation, a Delaware corporation (the
“US Borrower”), Northstar Energy Corporation, a Nova Scotia unlimited liability company, and Devon
Canada Corporation, a Nova Scotia unlimited liability company (the “Canadian Borrowers” and,
together with the US Borrower, the “Borrowers”), Bank of America, N.A., individually and as
administrative agent (the “Administrative Agent”), and the Lenders party to this Amendment.



WITNESSETH:




     WHEREAS, the Borrowers, the Administrative Agent and the Lenders entered into that certain
Amended and Restated Credit Agreement effective as of April 7, 2006 (as amended or supplemented to
the date hereof, the “Original Agreement”), for the purpose and consideration therein expressed,
whereby the Lenders became obligated to make loans to the Borrowers as therein provided; and



     WHEREAS, the Borrowers, the Administrative Agent and the Lenders party to this Amendment
desire to amend the Original Agreement as set forth herein;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
contained herein and in the Original Agreement, in consideration of the Loans which may hereafter
be made by the Lenders to the Borrowers, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:



ARTICLE I.




DEFINITIONS AND REFERENCES




     § 1.1. Terms Defined in the Original Agreement. Unless the context otherwise requires
or unless otherwise expressly defined herein, the terms defined in the Original Agreement shall
have the same meanings whenever used in this Amendment.



     § 1.2. Other Defined Terms. Unless the context otherwise requires, the following
terms when used in this Amendment shall have the meanings assigned to them in this section.




     “Amendment” means this Third Amendment to the Original Agreement.




     “Credit Agreement” means the Original Agreement as amended hereby.



 









 





ARTICLE II.




     § 2.1 Defined Terms. Subsection (x) of the definition of “Permitted Liens” and the
portion of such definition following subsection (x) set forth in Section 1.01 of the Original
Agreement are hereby deleted and the following is hereby added to the definition of “Permitted
Liens” immediately after subsection (w) thereof to read as follows:




     “(x) Liens securing obligations permitted by Section 9.01(o) on assets of the
Restricted Subsidiaries which have incurred such obligations; and




     (y) in addition to Liens permitted by clauses (a) through (x) above, Liens on property
or assets if the aggregate liabilities secured thereby do not exceed two percent (2%) of
Consolidated Assets;


provided that nothing in this definition shall in and of itself constitute or be deemed to
constitute an agreement or acknowledgment by the Administrative Agent or any Lender that the
Indebtedness subject to or secured by any such Permitted Lien ranks (apart from the effect of any
Lien included in or inherent in any such Permitted Liens) in priority to the Obligations.”




     § 2.2 Indebtedness. Subsection (o) of Section 9.01 of the Original Agreement is
hereby deleted and the following new subsections (o) and (p) are hereby added immediately after
subsection (n) thereof to read as follows:




     “(o) Indebtedness of the Restricted Subsidiaries owed to a Guarantor arising under
securities purchase or repurchase agreements between such Persons, which relate to
securities evidencing equity interests in the Subsidiaries; and




     (p) miscellaneous items of Indebtedness of all Restricted Subsidiaries not otherwise
permitted in subsections (a) through (o) which do not exceed at any one time an aggregate
outstanding amount equal to the greater of US $800,000,000 and five percent (5%) of
Consolidated Net Worth determined as of the end of the most recent Fiscal Quarter.”



ARTICLE III.
 

CONDITIONS OF EFFECTIVENESS




     §3.1. Documents to be Delivered.



     (a) This Amendment shall become effective as of the date set forth above (the “Effective
Date”) when the Administrative Agent shall have received all of the following, at the
Administrative Agent’s office:




     (i) This Amendment duly executed and delivered by the Borrowers, the Administrative
Agent and the Required Lenders.




     (ii) The Consent and Agreement attached hereto duly executed and delivered by Devon
Financing, U.L.C.



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     (iii) A Certificate of the US Borrower of even date herewith signed by a Responsible
Officer of the US Borrower (i) certifying that Borrowers have taken all action necessary to
authorize the execution and delivery of this Amendment and (ii) certifying that before and
after giving effect to this Amendment, (A) the representations and warranties contained in
Article IV of this Amendment, in Article VII of the Original Agreement and in the other Loan
Documents made by it are true and correct in all material respects on and as of the date
hereof, except to the extent that such representations and warranties specifically refer to
an earlier date, in which case they were true and correct in all material respects as of
such earlier date, and (B) no Default exists.



     (b) All commitment, facility, agency, and to the extent invoiced prior to the Effective Date,
legal and other fees that are due on or before the date hereof and are required to be paid or
reimbursed to any Lender pursuant to any Loan Documents or any commitment agreement heretofore
entered into shall have been paid.



ARTICLE IV.




REPRESENTATIONS AND WARRANTIES




     § 4.1. Representations and Warranties of the Borrowers. In order to induce each
Lender to enter into this Amendment, each Canadian Borrower represents and warrants to each Lender
with respect to the following matters applicable to it and its Subsidiaries that, and the US
Borrower represents and warrants to each Lender with respect to all of the following matters that:



     (a) The representations and warranties contained in Article VII of the Original Agreement and
the other Loan Documents made by it are true and correct in all material respects on and as of the
Effective Date, except to the extent that such representations and warranties specifically refer to
an earlier date, in which case they were true and correct in all material respects as of such
earlier date.



     (b) Each Borrower is duly authorized to execute and deliver this Amendment and is duly
authorized to borrow monies and to perform its obligations under the Original Agreement. Each
Borrower has duly taken all corporate action necessary to authorize the execution and delivery of
this Amendment and to authorize the performance of the obligations of such Borrower hereunder.



     (c) The execution and delivery by each Borrower of this Amendment, the performance by such
Borrower of its obligations hereunder and the consummation of the transactions contemplated hereby
do not and will not (i) conflict with any provision of (A) any Law, (B) the Organization Documents
of such Borrower, or (C) any agreement, judgment, license, order or permit applicable to or binding
upon such Borrower unless such conflict would not reasonably be expected to have a Material Adverse
Effect, or (ii) result in the acceleration of any Indebtedness of such Borrower which would
reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the
creation of any Lien upon any assets or properties of such Borrower which would reasonably be
expected to have a Material Adverse Effect, except



3









 







as expressly contemplated or permitted in the Loan Documents. Except as expressly
contemplated in the Loan Documents, no consent, approval, authorization or order of, and no notice
to or filing with, any Governmental Authority or third party is required in connection with the
execution, delivery or performance by such Borrower of this Amendment or to consummate any
transactions contemplated by this Amendment, unless failure to obtain such consent would not
reasonably be expected to have a Material Adverse Effect.



     (d) When duly executed and delivered, each of this Amendment and the Original Agreement (as
amended by this Amendment) will be a legal and binding obligation of each Borrower, enforceable in
accordance with its terms, except as limited by Debtor Relief Laws.



     (e) No Default exists on the Effective Date.



ARTICLE V.




MISCELLANEOUS




     § 5.1. Ratification of Agreements. The Original Agreement, as hereby amended, is
hereby ratified and confirmed in all respects. The Loan Documents, as they may be amended or
affected by this Amendment, are hereby ratified and confirmed in all respects. Any reference to
the Credit Agreement in any Loan Document shall be deemed to be a reference to the Original
Agreement, as hereby amended. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the
Lenders under the Original Agreement or any other Loan Document nor constitute a waiver of any
provision of the Original Agreement or any other Loan Document.



     § 5.2. Survival of Agreements. All representations, warranties, covenants and
agreements of the Borrowers herein shall survive the execution and delivery of this Amendment and
the performance hereof, including without limitation the making or granting of the Loans, and shall
further survive until all of the Obligations are paid in full. All statements and agreements
contained in any certificate or instrument delivered by any Loan Party hereunder or under the
Original Agreement to any Lender shall be deemed to constitute representations and warranties by,
and/or agreements and covenants of, such Loan Party under this Amendment and under the Original
Agreement.



     § 5.3. Loan Documents. This Amendment is a Loan Document, and all provisions in the
Original Agreement pertaining to Loan Documents apply hereto.



     § 5.4. Governing Law. This amendment shall be governed by, and construed in
accordance with, the law of the state of New York; provided that the Administrative Agent
and each Lender shall retain all rights arising under federal law.



     § 5.5. Counterparts; Fax. This Amendment may be separately executed in counterparts
and by the different parties hereto in separate counterparts, each of which when so executed shall
be deemed to constitute one and the same Amendment. This Amendment may be validly executed by
facsimile or other electronic transmission.



4









 





     § 5.5. Ratification of Canadian Guaranty of Devon Energy Corporation. Devon Energy
Corporation, a Delaware corporation, hereby (i) ratifies and confirms the Canadian Guaranty
effective as of April 7, 2006 made by it for the benefit of the Administrative Agent and the
Canadian Lenders, (ii) agrees that all of its respective obligations and covenants thereunder shall
remain unimpaired by the execution and delivery of this Amendment and the other documents and
instruments executed in connection herewith, and (iii) agrees that such Canadian Guaranty shall
remain in full force and effect.



     THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF
THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.



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     IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.



	 	 	 	 	 	 	 
	 	 	DEVON ENERGY CORPORATION,	 	 
	 	 	      as the US Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey A. Agosta	 	 
	 

	 	Name:
	 	 

Jeffrey A. Agosta
	 	 
	 	 	Title:	 	Vice President — Corporate Finance and Treasurer
	 
	 	 	 	 	 	 
	 	 	NORTHSTAR ENERGY CORPORATION,	 	 
	 	 	      as a Canadian Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey A. Agosta	 	 
	 

	 	Name:
	 	 

Jeffrey A. Agosta
	 	 
	 

	 	Title:
	 	Vice President — Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	DEVON CANADA CORPORATION,	 	 
	 	 	      as a Canadian Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey A. Agosta	 	 
	 

	 	Name:
	 	 

Jeffrey A. Agosta
	 	 
	 

	 	Title:
	 	Vice President — Treasurer	 	 






 









 






CONSENT AND AGREEMENT




     Devon Financing Corporation, U.L.C., a Nova Scotia unlimited company, hereby (i) consents to
the provisions of this Amendment and the transactions contemplated herein, (ii) ratifies and
confirms the Guaranty effective as of April 7, 2006 (the “Guaranty”) made by it for the benefit of
the Administrative Agent and the Lenders, (iii) agrees that all of its respective obligations and
covenants thereunder shall remain unimpaired by the execution and delivery of this Amendment and
the other documents and instruments executed in connection herewith, and (iv) agrees that the
Guaranty shall remain in full force and effect.



	 	 	 	 	 	 	 
	 	 	DEVON FINANCING CORPORATION,	 	 
	 	 	U.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey A. Agosta	 	 
	 

	 	Name:
	 	 

Jeffrey A. Agosta
	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 






 









 






	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Renita Cummings	 	 
	 

	 	Name:
	 	 

Renita Cummings
	 	 
	 

	 	Title:
	 	Agency Management Office, AVP.	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., by its Canada branch, as
Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Medina Sales de Andrade	 	 
	 

	 	Name:
	 	 

Medina Sales de Andrade
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as a Lender, a US L/C Issuer,
and a US Swing Line Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gabe Gomez	 	 
	 

	 	Name:
	 	 

Gabe Gomez
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., by its Canada branch, as a
Canadian Lender, a Canadian L/C Issuer, and a
Canadian Swing Line Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Medina Sales de Andrade	 	 
	 

	 	Name:
	 	 

Medina Sales de Andrade
	 	 
	 

	 	Title:
	 	Vice President	 	 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as a Lender and a US L/C
Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert Traband	 	 
	 

	 	Name:
	 	 

Robert Traband
	 	 
	 

	 	Title:
	 	Executive Director	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., Toronto Branch,
as a Canadian Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Drew McDonald	 	 
	 

	 	Name:
	 	 

Drew McDonald
	 	 
	 

	 	Title:
	 	Executive Director	 	 
	 
	 	 	 	 	 	 
	 	 	ABN AMRO BANK N.V., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John D. Reed	 	 
	 

	 	Name:
	 	 

John D. Reed
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Todd D. Vaubel	 	 
	 

	 	Name:
	 	 

Todd V. Vaubel
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	ABN AMRO BANK N.V., as a Canadian Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Margot Cordina	 	 
	 

	 	Name:
	 	 

Margot Cordina
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Daniel Cabrera	 	 
	 

	 	Name:
	 	 

Daniel Cabrera
	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 







 









 






	 	 	 	 	 	 	 
	 	 	BMO CAPITAL MARKETS FINANCING, INC. (formerly HARRIS
NESBITT FINANCING, INC., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mary Lou Allen	 	 
	 

	 	Name:
	 	 

Mary Lou Allen
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF MONTREAL, as a Canadian Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mary Lou Allen	 	 
	 

	 	Name:
	 	 

Mary Lou Allen
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BAYERISCHE LANDESBANK, CAYMAN ISLANDS BRANCH, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Nikolai von Mengden	 	 
	 

	 	Name:
	 	 

Nikolai von Mengden
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gina Hoey	 	 
	 

	 	Name:
	 	 

Gina Joey
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 

	 	Address:
	 	560 Lexington Ave.	 	 
	 

	 	 	 	New York, NY 10022	 	 
	 

	 	Contact:
	 	Craig Anderson	 	 
	 
	 	 	 	 	 	 
	 	 	BNP PARIBAS, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Betsy Jocher	 	 
	 

	 	Name:
	 	 

Betsy Jocher
	 	 
	 

	 	Title:
	 	Director	 	 






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Polly Schott	 	 
	 

	 	Name:
	 	 

Polly Schott
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BNP PARIBAS (CANADA), as a Canadian Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Edward Pak	 	 
	 

	 	Name:
	 	 

Edward Pak
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Krista McLeod	 	 
	 

	 	Name:
	 	 

Krista McLeod
	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	CREDIT SUISSE, Cayman Islands Branch, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Brian Caldwell	 	 
	 

	 	Name:
	 	 

Brian Caldwell
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Laurence Lapeyre	 	 
	 

	 	Name:
	 	 

Laurence Lapeyre
	 	 
	 

	 	Title:
	 	Associate	 	 
	 
	 	 	 	 	 	 
	 	 	CREDIT SUISSE TORONTO BRANCH, as a Canadian Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Alain Daoust	 	 
	 

	 	Name:
	 	 

Alain Daoust
	 	 
	 

	 	Title:
	 	Director	 	 







 









 






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Bruce Wetherly	 	 
	 

	 	Name:
	 	 

Bruce Wetherly
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rainer Meier	 	 
	 

	 	Name:
	 	 

Rainer Meier
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Heidi Sandquist	 	 
	 

	 	Name:
	 	 

Heidi Sandquist
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	DEUTSCHE BANK AG CANADA BRANCH, as a Canadian Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert A. Johnson	 	 
	 

	 	Name:
	 	 

Robert A. Johnson
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Marcellus Leung	 	 
	 

	 	Name:
	 	 

Marcellus Leung
	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Andrew Ostrov	 	 
	 

	 	Name:
	 	 

Andrew Ostrov
	 	 
	 

	 	Title:
	 	Director	 	 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MERRILL LYNCH BANK USA, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Louis Alder	 	 
	 

	 	Name:
	 	 

Louis Alder
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	ROYAL BANK OF CANADA, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Linda M. Stephens	 	 
	 

	 	Name:
	 	 

Linda M. Stephens
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	ROYAL BANK OF CANADA, as a Canadian Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Debra A. Giles	 	 
	 

	 	Name:
	 	 

Debra A. Giles
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	SOCIETE GENERALE, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christian Nelly	 	 
	 

	 	Name:
	 	 

Christian Nelly
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	SOCIETE GENERALE (CANADA BRANCH), as a Canadian Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Baldoni	 	 
	 

	 	Name:
	 	 

David Baldoni
	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Paul Primavesi	 	 
	 

	 	Name:
	 	 

Paul Primavesi
	 	 
	 

	 	Title:
	 	Vice President	 	 







 









 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	UBS LOAN FINANCE LLC, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Irja R. Otsa	 	 
	 

	 	Name:
	 	 

Irja R. Otsa
	 	 
	 

	 	Title:
	 	Associate Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David B. Julie	 	 
	 

	 	Name:
	 	 

David B. Julie
	 	 
	 

	 	Title:
	 	Associate Director	 	 
	 
	 	 	 	 	 	 
	 	 	UBS AG CANADA BRANCH, as a Canadian Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Amy Fung	 	 
	 

	 	Name:
	 	 

Amy Fung
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Hanslip	 	 
	 

	 	Name:
	 	 

David Hanslip
	 	 
	 

	 	Title:
	 	Controller	 	 
	 
	 	 	 	 	 	 
	 	 	UMB BANK, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mary Wolf	 	 
	 

	 	Name:
	 	 

Mary Wolf
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Paul Pritchett	 	 
	 

	 	Name:
	 	 

Paul Pritchett
	 	 
	 

	 	Title:
	 	Vice President	 	 






	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christina Faith	 	 
	 

	 	Name:
	 	 

Christina Faith
	 	 
	 

	 	Title:
	 	Vice President