exv10w3







Exhibit 10.3




[EXECUTION]




FIRST AMENDMENT TO

CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (herein called this “Amendment”) dated as of December
19, 2007, by and among Devon Energy Corporation, a Delaware corporation (the “Borrower”), Bank of
America, N.A., individually and as administrative agent (the “Administrative Agent”), and the
Lenders party to this Amendment.



W I T N E S S E T H:




     WHEREAS, the Borrower, the Administrative Agent and the Lenders entered into that certain
Credit Agreement dated as of August 7, 2007 (the “Original Agreement”), for the purpose and
consideration therein expressed, whereby the Lenders became obligated to make loans to the Borrower
as therein provided; and



     WHEREAS, the Borrower, 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 Borrower, 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 First 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 8.01(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 8.01 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 $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 Borrower, 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 Borrower of even date herewith signed by a Responsible
Officer of the Borrower (i) certifying that the Borrower has 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 VI 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 Borrower. In order to induce each Lender
to enter into this Amendment, the Borrower represents and warrants to each Lender that:



     (a) The representations and warranties contained in Article VI 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) The 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. The
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 the Borrower hereunder.



     (c) The execution and delivery by the Borrower of this Amendment, the performance by the
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 the Borrower, or (C) any agreement, judgment, license, order or permit applicable to or binding
upon the 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 the 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 the Borrower which would reasonably be
expected to have a Material Adverse Effect, except 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



3









 




or performance by the 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 the 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 Borrower 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.



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     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 Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey A. Agosta	 	 
	 

	 	Name:
	 	 

Jeffrey A. Agosta
	 	 
	 

	 	Title:
	 	Vice President — Corporate Finance and 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 August 7, 2007 (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 Officer, AVP.	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gabe Gomez	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Gabe Gomez	 	 
	 

	 	Title:	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Robert Traband
 

Robert Traband
	 	 
	 

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

	 	By:

Name:
	 	/s/ John D. Reed
 

John D. Reed
	 	 
	 

	 	Title:
	 	 Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Todd D. Vaubel
 
Todd D. Vaubel
	 	 
	 

	 	Title:
	 	 Vice President	 	 








	 	 	 	 	 	 	 
	 	 	BMO CAPITAL MARKETS FINANCING, INC., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Mary Lou Allen
 

Mary Lou Allen
	 	 
	 

	 	Title:
	 	 Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BARCLAYS BANK PLC, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Nicholas A. Bell
 

 Nicholas A. Bell
	 	 
	 

	 	Title:	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	BNP PARIBAS, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Russell Otts	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:

Title:
	 	Russell Otts

 Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert Long	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	 Robert Long	 	 
	 

	 	Title:
	 	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	 	 






 









 





	 	 	 	 	 	 	 
	 	 	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Rainer Meier
 

 Rainer Meier
	 	 
	 

	 	Title:
	 	 Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Heidi Sandquist	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	 Heidi Sandquist	 	 
	 

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

	 	By:
	 	/s/ Andrew Ostrov	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Andrew Ostrov	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	EXPORT DEVELOPMENT CANADA, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Janine Dopson	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Janine Dopson	 	 
	 

	 	Title:
	 	Loan Asset Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Howard Clysdale	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Howard Clysdale	 	 
	 

	 	Title:
	 	Portfolio Manager	 	 
	 
	 	 	 	 	 	 
	 	 	MORGAN STANLEY BANK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Elizabeth Hendricks	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Elizabeth Hendricks	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






	 	 	 	 	 	 	 
	 	 	ROYAL BANK OF CANADA, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Linda M. Stephens	 	 
	 

	 	Name:
	 	 

Linda M. Stephens
	 	 
	 

	 	Title:
	 	 Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	SOCIETE GENERALE, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christian Nelly	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Christian Nelly	 	 
	 

	 	Title:
	 	 Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Hussam S. Alsahlani	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Hussam S. Alsahlani	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	UBS LOAN FINANCE LLC, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Irja R. Otsa	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Irja R. Otsa	 	 
	 

	 	Title:
	 	 Associate Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mary E. Evans	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	 Mary E. Evans	 	 
	 

	 	Title:
	 	Associate Director	 	 







 









 





	 	 	 	 	 	 	 
	 	 	COMMERCE BANK, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard J. Lehrter	 	 
	 

	 	Name:
	 	 

 Richard J. Lehrter
	 	 
	 

	 	Title:
	 	President, Oklahoma	 	 
	 
	 	 	 	 	 	 
	 	 	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	 	 
	 
	 	 	 	 	 	 
	 

	 	FIFTH
	 	THIRD BANK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ashley Radel	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Ashley Radel	 	 
	 

	 	Title:
	 	 Relationship Manager	 	 
	 
	 	 	 	 	 	 
	 	 	SUNTRUST BANK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Peter Panos	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Peter Panos	 	 
	 

	 	Title:
	 	 Vice President