exv10w3



 





Exhibit 10.3




SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT




     THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (herein called this
“Amendment”) dated as of September 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.



W I T N E S S E T H:




     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;



     WHEREAS, the US Borrower has requested that the US Swing Line Sublimit under the Original
Agreement be increased to $200,000,000; 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 Second Amendment to the Original Agreement.




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



 









 





ARTICLE II.




     § 2.1 Defined Terms. The following definition set forth in Section 1.01 of the
Original Agreement is hereby amended in its entirety to read as follows:




     “‘US Swing Line Sublimit’ means an amount equal to the lesser of (a) US
$200,000,000 and (b) the Aggregate US Commitments. The US Swing Line Sublimit is part of,
and not in addition to, the Aggregate US Commitments.”



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 ULC.




     (iii) A Certificate of the US Borrower of even date herewith signed by a Responsible
Officer of the US Borrower (i) certifying and attaching resolutions (or governing board
minutes) authorizing this Amendment and (ii) certifying that before and after giving effect
to this Amendment, (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 date hereof, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are
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



2









 




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 are 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 Organizational
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 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



3









 




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.



     § 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.



4









 





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



	 	 	 	 	 	 	 
	 	 	DEVON ENERGY CORPORATION,

as the US Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Marian J. Moon	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Marian J. Moon	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	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	 	 






S-1 









 





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 “DFC 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
DFC Guaranty shall remain in full force and effect.



	 	 	 	 	 	 	 
	 	 	DEVON FINANCING CORPORATION,

U.L.C.	 	 
	 
	 

	 	By:
	 	/s/ Marian J. Moon	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Marian J. Moon	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






S-2 









 





	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Administrative

Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Renita Cummings	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Renita Cummings	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	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	 	 






S-3 









 





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

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., Toronto

Branch, 
as a Canadian Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ABN AMRO BANK N.V., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jamie Conn	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Jamie Conn	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John Reed	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	John Reed	 	 
	 

	 	Title:
	 	Director	 	 






S-4 









 





	 	 	 	 	 	 	 
	 	 	ABN AMRO BANK N.V., as a Canadian Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	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	 	 
	 
	 	 	 	 	 	 
	 	 	BARCLAYS BANK PLC, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Nicholas Bell	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Nicholas Bell	 	 
	 

	 	Title:
	 	Director	 	 






S-5 









 





	 	 	 	 	 	 	 
	 	 	BAYERISCHE LANDESBANK, CAYMAN

ISLANDS BRANCH, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Craig Anderson	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Craig Anderson	 	 
	 

	 	Title:
	 	First Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Donna M. Quilty	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Donna M. Quilty	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BNP PARIBAS, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Dodd	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	David Dodd	 	 
	 

	 	Title:
	 	Managing 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	 	 






S-6 









 





	 	 	 	 	 	 	 
	 	 	CITIBANK, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Todd Mogil	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Todd Mogil	 	 
	 

	 	Title:
	 	Attorney-in-Fact	 	 
	 
	 	 	 	 	 	 
	 	 	CITIBANK N.A., CANADIAN BRANCH, as a 

Canadian Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Daljeet Lamba	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Daljeet Lamba	 	 
	 

	 	Title:
	 	Authorized Signer	 	 
	 
	 	 	 	 	 	 
	 	 	CREDIT SUISSE, Cayman Islands Branch, as a 

Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Brian Caldwell	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Brian Caldwell	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Nupur Kumar	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Nupur Kumar	 	 
	 

	 	Title:
	 	Associate	 	 
	 
	 	 	 	 	 	 
	 	 	CREDIT SUISSE TORONTO BRANCH, as a

Canadian Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





S-7 









 





	 	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	DEUTSCHE BANK AG NEW YORK

BRANCH, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ming K. Chu	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Ming K. Chu	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rainer Meier	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Rainer Meier	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	DEUTSCHE BANK AG CANADA BRANCH, as

a Canadian Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert A. Johnston	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert A. Johnston	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Marcellus Leung	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Marcellus Leung	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 






S-8 









 





	 	 	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MERRILL LYNCH BANK USA, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Louis Alder	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Louis Alder	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	MORGAN STANLEY BANK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ROYAL BANK OF CANADA, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David A. McCluskey	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	David A. McCluskey	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






S-9 









 





	 	 	 	 	 	 	 
	 	 	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	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI UFJ,
 LTD., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 





S-10 









 






	 	 	 	 	 	 	 
	 	 	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:
	 	/s/ Associate Director	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	UBS AG CANADA BRANCH, as a Canadian
 Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Amy Fung	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Amy Fung	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen Gerry	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Stephen Gerry	 	 
	 

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

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 





S-11 









 






	 	 	 	 	 	 	 
	 	 	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/ William S. Rogers	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	William S. Rogers	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	WILLIAM STREET COMMITMENT 
CORPORATION, (Recourse only
to assets of 
 William Street Commitment Corporation),

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mark Walton	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Mark Walton	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 







S-12