exv10w2



 





Exhibit 10.2




FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (herein called this “Amendment”)
dated as of June 1, 2006, 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, Administrative Agent and Lenders entered into that certain Amended and
Restated Credit Agreement effective as of April 7, 2006 (the “Original Agreement”), for the purpose
and consideration therein expressed, whereby Lenders became obligated to make loans to Borrowers as
therein provided; and



     WHEREAS, pursuant to Section 4.09 of the Original Agreement, the US Borrower has requested
that the Aggregate Commitments under the Original Agreement be increased by $500,000,000 to
$2,500,000,000; and



     WHEREAS, the US Borrower has further requested that the Original Agreement be amended to
permit subsequent increases in the Aggregate Commitments in an amount not to exceed $500,000,000;
and



     WHEREAS, Borrowers, Administrative Agent and 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 Lenders to 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.




     “Aggregate Commitments Increase” means the increase in the Aggregate Commitments from
$US2,000,000,000 to $2,500,000,000 pursuant to Section 4.09 of the Original Agreement on the
Effective Date.




     “Amendment” means this First Amendment to Credit Agreement.




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



ARTICLE II.




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




     “‘Aggregate US Commitments’ means the Aggregate Commitments minus the Aggregate
Canadian Commitments.”




     “‘US Letter of Credit Sublimit’ means an amount equal to the Aggregate US
Commitments. The US Letter of Credit Sublimit is part of, and not in addition to, the
Aggregate US Commitments.”



     § 2.2. Increase in Commitments. Sections 4.09 (a) and (b) are hereby amended in their
entirety to read as follows:




     “(a) The US Borrower shall have the right (in consultation with the Administrative
Agent), without the consent of any of the Lenders, to cause from time to time an increase in
the Aggregate Commitments by adding to this Agreement one or more additional Eligible
Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably
satisfactory to the Administrative Agent and its counsel or by allowing one or more Lenders
to increase their respective Commitments, provided, however, (i) no Default
shall exist, (ii) no such increase shall result in the Aggregate Commitments exceeding
US$3,000,000,000, (iii) no such increase shall be in an amount less than US$50,000,000, and
(iv) no Lender’s Commitment shall be increased without such Lender’s consent.




     (b) If the Aggregate Commitments are increased in accordance with this Section, the
Administrative Agent and the US Borrower shall determine the effective date (the
“Increase Effective Date”) and the final allocation of such increase. The
Administrative Agent shall promptly notify the US Borrower and the Lenders of the final
allocation of such increase and the Increase Effective Date. As a condition precedent to
such increase, the US Borrower shall deliver to the Administrative Agent a certificate of
the US Borrower, if the Aggregate US Commitments are being increased, and/or the



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Canadian Borrowers, if the Aggregate Canadian Commitments are being increased, and each
Guarantor dated as of the Increase Effective Date (in sufficient copies for each Lender)
signed by a Responsible Officer of such Loan Party (i) certifying and attaching the
resolutions (or governing board minutes) adopted by such Loan Party authorizing such
increase, and (ii) in the case of each certificate from a Borrower, certifying that, before
and after giving effect to such increase, (A) the representations and warranties contained
in Article VII and the other Loan Documents made by it are true and correct in all
material respects on and as of the Increase 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, and (B) no Default
exists. The US Borrower shall prepay any US Committed Loans outstanding on the Increase
Effective Date (and pay any additional amounts required pursuant to Section 5.05) to
the extent necessary to keep the outstanding US Committed Loans ratable with any revised Pro
Rata Shares arising from any nonratable increase in the US Commitments under this Section.
Each Canadian Borrower shall prepay any Canadian Committed Loans owing by it and outstanding
on the Increase Effective Date (and pay any additional amounts required pursuant to
Section 5.05) to the extent necessary to keep the outstanding Canadian Committed
Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the
Canadian Commitments under this Section.”



     § 2.3. Schedule 2.01. Schedule 2.01 attached hereto immediately prior to the
signature pages (“Schedule 2.01”) is a part of this Amendment for all purposes. Section
2.01 to the Original Agreement is hereby deleted and Schedule 2.01 attached hereto is substituted
therefore.



ARTICLE III.




INCREASES IN COMMITMENTS




     § 3.1. Increases in Commitments. Each Lender hereby increases its Commitment by the
amount set forth opposite such Lender’s name on Schedule 2.01 under the heading “Commitment
Increase” which results in (i) a US Commitment of such Lender equal to the amount set forth
opposite such Lender’s name on Schedule 2.01 under the heading “US Commitment” and (ii) a total
Commitment of such Lender and its Canadian Affiliate, if any, equal to the amount set forth
opposite such Lender’s name on Schedule 2.01 under the heading “Total Commitment”.



ARTICLE IV.




CONDITIONS OF EFFECTIVENESS




     § 4.1. Documents to be Delivered.



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



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




     (ii) The Consent and Agreement attached hereto duly executed and delivered by Devon Financing
ULC.




     (iii) A Certificate of the US Borrower and Devon Financing ULC of even date herewith
signed by a Responsible Officer of such Loan Party (i) certifying and attaching resolutions
(or governing board minutes) adopted by such Loan Party authorizing the increase in
Aggregate US Commitments evidenced by this Amendment and (ii) in the case of the US
Borrower, certifying that before and after giving effect to this Amendment and the Aggregate
Commitments Increase, (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) The US Borrower shall have paid to Administrative Agent a fee for the Aggregate
Commitments Increase equal to 2.0 basis points of the Aggregate Commitments Increase for the
account of the US Lenders, to be allocated in accordance with their Pro Rata Shares.



     (c) All commitment, facility, agency, 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 V.




REPRESENTATIONS AND WARRANTIES




     § 5.1. Representations and Warranties of 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.



     (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.



4









 





     (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 Borrowers 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 event has occurred since the date of the most recent audited financial statements of
the US Borrower delivered pursuant to Section 8.02(a) of the Original Agreement that has had, or
could reasonably be expected to have, a Material Adverse Effect



     (f) No Default exists on the Effective Date.



ARTICLE VI.




MISCELLANEOUS




     § 6.1. 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 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.



     § 6.2. Survival of Agreements. All representations, warranties, covenants and
agreements of 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



5









 




by, and/or agreements and covenants of, such Borrower under this Amendment and under the
Original Agreement.




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



     § 6.4. 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.



     § 6.5. 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.



     § 6.5. 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 Administrative Agent and 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.



[The remainder of this page is intentionally left blank]




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SCHEDULE 2.01 




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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	 	 






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 Administrative Agent and 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/ Jeffrey A. Agosta
 

	 	 
	 

	 	Name:
	 	Jeffrey A. Agosta	 	 
	 

	 	Title:
	 	Vice President — Treasurer	 	 






S-2









 






	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Administrative 	 	 
	 

	 	Agent	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Renita M. Cummings
 

	 	 
	 

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

	 	By:
	 	/s/ Zewditu Menelik
 

	 	 
	 

	 	Name:
	 	Zewditu Menelik	 	 
	 

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

	 	By:
	 	/s/ Robert Traband
 

	 	 
	 

	 	Name:
	 	Robert Traband	 	 
	 

	 	Title:
	 	Vice President	 	 






S-3









 






	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., Toronto 	 	 
	 	 	Branch, as a Canadian Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Drew McDonald
 

	 	 
	 

	 	Name:
	 	Drew McDonald	 	 
	 

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

	 	By:
	 	/s/ J. A. Conn
 

	 	 
	 

	 	Name:
	 	J. A. Conn	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joshua Wolf
 

	 	 
	 

	 	Name:
	 	Joshua Wolf	 	 
	 

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

	 	By:
	 	/s/ J. A. Conn
 

	 	 
	 

	 	Name:
	 	J. A. Conn	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joshua Wolf
 

	 	 
	 

	 	Name:
	 	Joshua Wolf	 	 
	 

	 	Title:
	 	Vice President	 	 






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	 	 	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/ Alison McGuigan
 

	 	 
	 

	 	Name:
	 	Alison McGuigan	 	 
	 

	 	Title:
	 	Associate Director	 	 
	 
	 	 	 	 	 	 
	 	 	BAYERISCHE LANDESBANK, CAYMAN 	 	 
	 	 	ISLANDS BRANCH, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen Christenson
 

	 	 
	 

	 	Name:
	 	Stephen Christenson	 	 
	 

	 	Title:
	 	First Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Donna M. Quilty
 

	 	 
	 

	 	Name:
	 	Donna M. Quilty	 	 
	 

	 	Title:
	 	Vice President	 	 






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	 	 	BNP PARIBAS, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Betsy Jocher
 

	 	 
	 

	 	Name:
	 	Betsy Jocher	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert Long
 

	 	 
	 

	 	Name:
	 	Robert Long	 	 
	 

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

	 	Lender	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Allan Fordyce
 

	 	 
	 

	 	Name:
	 	Allan Fordyce	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Don Lee
 

	 	 
	 

	 	Name:
	 	Don Lee	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	CITICORP USA, INC., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Todd Mogil
 

	 	 
	 

	 	Name:
	 	Todd Mogil	 	 
	 

	 	Title:
	 	Vice President	 	 






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	 	 	CITIBANK N.A., CANADIAN BRANCH, as a	 	 
	 	 	Canadian Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Niyousha Zarinpour
 

	 	 
	 

	 	Name:
	 	Niyousha Zarinpour	 	 
	 

	 	Title:
	 	Authorised Signer	 	 
	 
	 	 	 	 	 	 
	 	 	CREDIT SUISSE, Cayman Islands Branch, as a	 	 
	 	 	Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Paul L. Colon
 

	 	 
	 

	 	Name:
	 	Paul L. Colon	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Shaheen Malik
 

	 	 
	 

	 	Name:
	 	Shaheen Malik	 	 
	 

	 	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	 	 






S-7









 






	 	 	 	 	 	 	 
	 	 	DEUTSCHE BANK AG NEW YORK	 	 
	 	 	BRANCH, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Marcus Tarkington
 

	 	 
	 

	 	Name:
	 	Marcus Tarkington	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rainer Meier
 

	 	 
	 

	 	Name:
	 	Rainer Meier	 	 
	 

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

	 	By:
	 	/s/ Robert Johnston
 

	 	 
	 

	 	Name:
	 	Robert Johnston	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rod O’Hara
 

	 	 
	 

	 	Name:
	 	Rod O’Hara	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	DnB NOR Bank ASA, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Philip F. Kurpiewski
 

	 	 
	 

	 	Name:
	 	Philip F. Kurpiewski	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas Tangen
 

	 	 
	 

	 	Name:
	 	Thomas Tangen	 	 
	 

	 	Title:
	 	Vice President	 	 






S-8









 






	 	 	 	 	 	 	 
	 	 	MERRILL LYNCH BANK USA, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Louis Alder
 

	 	 
	 

	 	Name:
	 	Louis Alder	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	MORGAN STANLEY BANK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Daniel Twenge
 

	 	 
	 

	 	Name:
	 	Daniel Twenge	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	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 Giles
 

	 	 
	 

	 	Name:
	 	Debra Giles	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	SOCIETE GENERALE, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Josh Rogers
 

	 	 
	 

	 	Name:
	 	Josh Rogers	 	 
	 

	 	Title:
	 	Vice President	 	 






S-9









 






	 	 	 	 	 	 	 
	 	 	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 NEW YORK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Raymond J. Palmer
 

	 	 
	 

	 	Name:
	 	Raymond J. Palmer	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI UFJ, 	 	 
	 	 	LTD., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kelten Glasscock
 

	 	 
	 

	 	Name:
	 	Kelten Glasscock	 	 
	 

	 	Title:
	 	Vice President and Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jay Fort
 

	 	 
	 

	 	Name:
	 	Jay Fort	 	 
	 

	 	Title:
	 	Vice President	 	 






S-10









 






	 	 	 	 	 	 	 
	 	 	UBS LOAN FINANCE LLC, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard L. Tavrow
 

	 	 
	 

	 	Name:
	 	Richard L. Tavrow	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Irja R. Otsa
 

	 	 
	 

	 	Name:
	 	Irja R. Otsa	 	 
	 

	 	Title:
	 	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:
	 	/s/ Mary Lynn Wolf
 

	 	 
	 

	 	Name:
	 	Mary Lynn Wolf	 	 
	 

	 	Title:
	 	Vice President	 	 






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/ Dustin S. Hansen	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Dustin S. Hansen	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	WILLIAMS 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