exv10w1



 




Exhibit 10.1




[EXECUTION]


 

 




[Published CUSIP Number (Deal):                     ]




CREDIT AGREEMENT




Dated as of August 7, 2007




among




DEVON ENERGY CORPORATION

as Borrower




BANK OF AMERICA, N.A.

as Administrative Agent




JPMORGAN CHASE BANK, N.A.

as Syndication Agent




and




THE OTHER LENDERS PARTY HERETO




BANC OF AMERICA SECURITIES LLC

and

J.P. MORGAN SECURITIES INC.

as Joint Lead Arrangers and Book Managers



 

 




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	Section	 	Page	 
	ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS
	 	 	1	 
	1.01   Defined Terms
	 	 	1	 
	1.02    Other Interpretive Provisions
	 	 	20	 
	1.03    Accounting Terms
	 	 	20	 
	1.04    Rounding
	 	 	21	 
	1.05    References to Agreements and Laws
	 	 	21	 
	1.06    Times of Day
	 	 	21	 
	 
	 	 	 	 
	ARTICLE II. COMMITMENTS AND BORROWING
	 	 	21	 
	2.01    Loans
	 	 	21	 
	2.02    Borrowings, Conversions and Continuations of Loans
	 	 	21	 
	2.03    Prepayments
	 	 	23	 
	2.04    Repayment of Loans
	 	 	23	 
	 
	 	 	 	 
	ARTICLE III. GENERAL PROVISIONS APPLICABLE TO CREDIT FACILITY
	 	 	23	 
	3.01    Interest on Loans
	 	 	23	 
	3.02    Fees
	 	 	24	 
	3.03    Computation of Interest and Fees on Loans
	 	 	25	 
	3.04    Evidence of Debt
	 	 	26	 
	3.05    Payments Generally
	 	 	26	 
	3.06    Sharing of Payments
	 	 	27	 
	3.07    Increase in Commitments
	 	 	28	 
	3.08    Termination or Reduction of Commitments
	 	 	29	 
	3.09    Term Out
	 	 	29	 
	 
	 	 	 	 
	ARTICLE IV. TAXES, YIELD PROTECTION AND ILLEGALITY
	 	 	30	 
	4.01    Taxes
	 	 	30	 
	4.02    Illegality
	 	 	32	 
	4.03    Inability to Determine Rates
	 	 	32	 
	4.04    Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans
	 	 	33	 
	4.05    Compensation for Losses
	 	 	33	 
	4.06    Matters Applicable to all Requests for Compensation
	 	 	34	 
	4.07    Survival
	 	 	34	 
	 
	 	 	 	 
	ARTICLE V. CONDITIONS PRECEDENT TO BORROWINGS
	 	 	35	 
	5.01    Conditions to Effectiveness of this Agreement
	 	 	35	 
	5.02    Conditions to all Borrowings
	 	 	36	 
	5.03    Confirmation of Conditions to Effectiveness of this Agreement
	 	 	36	 
	 
	 	 	 	 
	ARTICLE VI. REPRESENTATIONS AND WARRANTIES
	 	 	36	 
	6.01    No Default
	 	 	37	 
	6.02    Organization and Good Standing
	 	 	37	 
	6.03    Authorization
	 	 	37	 
	6.04    No Conflicts or Consents
	 	 	37	 
	6.05    Enforceable Obligations
	 	 	37	 
	6.06    Full Disclosure
	 	 	37	 
	6.07    Litigation
	 	 	38	 
	6.08    ERISA Plans and Liabilities
	 	 	38	 




[Devon Credit Agreement]



 









 






	 	 	 	 	 
	Section	 	Page	 
	6.09    Environmental and Other Laws
	 	 	38	 
	6.10    Material Subsidiaries
	 	 	39	 
	6.11    Title to Properties; Licenses
	 	 	39	 
	6.12    Government Regulation
	 	 	39	 
	6.13    Solvency
	 	 	39	 
	 
	 	 	 	 
	ARTICLE VII. AFFIRMATIVE COVENANTS
	 	 	39	 
	7.01    Payment and Performance
	 	 	39	 
	7.02    Books, Financial Statements and Reports
	 	 	39	 
	7.03    Other Information and Inspections
	 	 	41	 
	7.04    Notice of Material Events
	 	 	42	 
	7.05    Maintenance of Properties
	 	 	42	 
	7.06    Maintenance of Existence and Qualifications
	 	 	42	 
	7.07    Payment of Taxes, etc.
	 	 	43	 
	7.08    Insurance
	 	 	43	 
	7.09    Compliance with Law
	 	 	43	 
	7.10    Environmental Matters
	 	 	43	 
	7.11    Use of Proceeds
	 	 	43	 
	7.12    Additional Guarantors
	 	 	43	 
	 
	 	 	 	 
	ARTICLE VIII. NEGATIVE COVENANTS OF BORROWER
	 	 	44	 
	8.01    Indebtedness
	 	 	44	 
	8.02    Limitation on Liens
	 	 	46	 
	8.03    Fundamental Changes
	 	 	46	 
	8.04    Transactions with Affiliates
	 	 	46	 
	8.05    Prohibited Contracts
	 	 	46	 
	8.06    Funded Debt to Total Capitalization
	 	 	47	 
	8.07    Devon Trust; Devon Trust Securities
	 	 	47	 
	 
	 	 	 	 
	ARTICLE IX. EVENTS OF DEFAULT AND REMEDIES
	 	 	47	 
	9.01    Events of Default
	 	 	47	 
	9.02    Remedies Upon Event of Default
	 	 	49	 
	9.03    Application of Funds
	 	 	49	 
	 
	 	 	 	 
	ARTICLE X. ADMINISTRATIVE AGENT
	 	 	50	 
	10.01    Appointment and Authorization of Administrative Agent
	 	 	50	 
	10.02    Delegation of Duties
	 	 	50	 
	10.03    Liability of Administrative Agent
	 	 	51	 
	10.04    Reliance by Administrative Agent
	 	 	51	 
	10.05    Notice of Default
	 	 	51	 
	10.06    Credit Decision; Disclosure of Information by Administrative Agent
	 	 	52	 
	10.07    Indemnification of Administrative Agent
	 	 	52	 
	10.08    Bank of America in its Individual Capacity
	 	 	53	 
	10.09    Successor Administrative Agent
	 	 	53	 
	10.10    Administrative Agent May File Proofs of Claim
	 	 	54	 
	10.11    Guaranty Matters
	 	 	54	 
	10.12    Arrangers and Managers
	 	 	54	 
	 
	 	 	 	 
	ARTICLE XI. MISCELLANEOUS
	 	 	55	 
	11.01    Amendments, Etc.
	 	 	55	 
	11.02    Notices and Other Communications; Facsimile Copies
	 	 	56	 
	11.03    No Waiver; Cumulative Remedies
	 	 	57	 
	11.04    Attorney Costs and Expenses
	 	 	58	 





 [Devon Credit Agreement]



ii









 






	 	 	 	 	 
	Section	 	Page	 
	11.05    Indemnification by the Borrower
	 	 	58	 
	11.06    Payments Set Aside
	 	 	59	 
	11.07    Successors and Assigns
	 	 	59	 
	11.08    Confidentiality
	 	 	63	 
	11.09    Bank Accounts; Offset
	 	 	64	 
	11.10    Interest Rate Limitation
	 	 	64	 
	11.11    Counterparts
	 	 	65	 
	11.12    Integration
	 	 	65	 
	11.13    Survival of Representations and Warranties
	 	 	65	 
	11.14    Severability
	 	 	65	 
	11.15    Tax Forms
	 	 	65	 
	11.16    Replacement of Lenders
	 	 	67	 
	11.17    Governing Law
	 	 	68	 
	11.18    Waiver of Right to Trial by Jury
	 	 	68	 
	11.19    USA PATRIOT Act Notice
	 	 	69	 
	11.20    No Advisory or Fiduciary Responsibility
	 	 	69	 
	11.21    ENTIRE AGREEMENT
	 	 	70	 
	 
	 	 	 	 
	SIGNATURES
	 	 	S-1	 





[Devon Credit Agreement]



iii









 






SCHEDULES




	 	 	 	 	 	 	 
	 

	 	 	2.01	 	 	Commitments and Pro Rata Shares
	 

	 	 	7	 	 	Disclosure Schedule
	 

	 	 	10.02	 	 	Administrative Agent’s Office, Certain Addresses for Notices
	 

	 	 	11.08	 	 	Processing and Recordation Fees






EXHIBITS




	 	 	 	 	 
	 

	 	 	 	Form of
	 
	 	 	 	 
	 

	 	A
	 	Loan Notice
	 

	 	B
	 	Note
	 

	 	C
	 	Compliance Certificate
	 

	 	D
	 	Assignment and Assumption
	 

	 	E
	 	Guaranty of Devon Financing ULC
	 

	 	F
	 	Opinion Matters




[Devon Credit Agreement]



iv









 








CREDIT AGREEMENT




     This CREDIT AGREEMENT (this “Agreement”) is dated as of August 7, 2007, among DEVON
ENERGY CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time
party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK
OF AMERICA, N.A., as Administrative Agent.



     The Borrower has requested that the Lenders provide a revolving credit facility, and the
Lenders are willing to do so on the terms and conditions set forth herein.



     In consideration of the mutual covenants and agreements herein contained, the parties hereto
covenant and agree as follows:



ARTICLE I.




DEFINITIONS AND ACCOUNTING TERMS




     1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:



     “Acquired Debt” means, with respect to any specified Person, (i) Indebtedness of any
other Person existing at the time such other Person is merged or amalgamated with or into or became
a Subsidiary of such specified Person, including and together with, without limitation,
Indebtedness incurred in connection with, or in contemplation of, such other Person merging or
amalgamating with or into or becoming a Subsidiary of such specified Person, and (ii) Indebtedness
secured by a Lien encumbering any assets acquired by such specified Person, and any refinancing of
the foregoing indebtedness on similar terms, taking into account current market conditions.



     “Administrative Agent” means Bank of America, in its capacity as administrative agent
under any of the Loan Documents, or any successor administrative agent.



     “Administrative Agent’s Office” means the Administrative Agent’s address and, as
appropriate, account as set forth on Schedule 11.02, or such other address or account as
the Administrative Agent may from time to time notify the Borrower and the Lenders.



     “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent.



     “Affiliate” means, with respect to any Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified. “Control” means the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise. “Controlling” and
“Controlled” have meanings correlative thereto.


 [Devon Credit Agreement]



 









 








     “Agent-Related Persons” means the Administrative Agent, together with its Affiliates
(including, in the case of Bank of America in its capacity as the Administrative Agent, BAS), and
the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.



     “Aggregate Commitments” means the Commitments of all the Lenders.



     “Agreement” means this Credit Agreement.



     “Applicable Rate” means, from time to time, the number of Basis Points per annum,
based upon the Debt Rating as set forth below:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Applicable	 	 	 	 	 	 	 	 
	 	 	Senior	 	 	 	 	 	Margin	 	All-In	 	 	 	 	 	All-In
	 	 	Unsecured	 	 	 	 	 	for LIBOR	 	Drawn Cost	 	 	 	 	 	Drawn Cost
	Level	 	Debt Rating	 	Facility Fee	 	Loans	 	(<50% Usage)	 	Utilization Fee	 	(>50% Usage)
	I
	 	 	3 = A- / A3	 	 	 	4.0	 	 	 	21.0	 	 	 	25.0	 	 	 	5.0	 	 	 	30.0	 
	II
	 	BBB+ / Baa1	 	 	5.0	 	 	 	25.0	 	 	 	30.0	 	 	 	5.0	 	 	 	35.0	 
	III
	 	BBB / Baa2	 	 	7.0	 	 	 	33.0	 	 	 	40.0	 	 	 	5.0	 	 	 	45.0	 
	IV
	 	BBB- / Baa3	 	 	9.0	 	 	 	46.0	 	 	 	55.0	 	 	 	10.0	 	 	 	65.0	 
	V
	 	£ = BB+ / Ba1	 	 	10.5	 	 	 	59.5	 	 	 	70.0	 	 	 	10.0	 	 	 	80.0	 







     “Debt Rating” means, as of any date of determination, the rating as
determined by either S&P or Moody’s (collectively, the “Debt Ratings”) of the
Borrower’s non-credit-enhanced, senior unsecured long-term debt; provided that if a
Debt Rating is issued by each of the foregoing rating agencies, then the higher of such Debt
Ratings shall apply (with the Debt Rating for Pricing Level I being the highest and the Debt
Rating for Pricing Level V being the lowest), unless there is a split in Debt Ratings of
more than one level, in which case the Pricing Level that is one level lower than the
Pricing Level of the higher Debt Rating shall apply.


Initially, the Applicable Rate shall be determined based upon the Debt Rating specified in the
certificate delivered pursuant to Section 5.01(a)(vi). Thereafter, each change in the
Applicable Rate resulting from a publicly announced change in the Debt Rating shall be effective
during the period commencing on the date of the public announcement thereof and ending on the date
immediately preceding the effective date of the next such change.




     “Assignment and Assumption” means an Assignment and Assumption substantially in the
form of Exhibit D.



     “Attorney Costs” means and includes all fees, expenses and disbursements of one law
firm.



     “Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of
any Person, the capitalized amount thereof that would appear on a balance sheet of such Person


 [Devon Credit Agreement]



2









 




prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease
Obligation, the capitalized amount of the remaining lease payments under the relevant lease that
would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a capital lease.




     “Audited Financial Statements” means the audited consolidated balance sheet of the
Borrower and its Subsidiaries for the Fiscal Year ended December 31, 2006, and the related
consolidated statements of income or operations, shareholders’ equity and cash flows for such
Fiscal Year of the Borrower and its Subsidiaries, including the notes thereto.



     “Availability Period” means the period from and including the Closing Date to the
earliest of (a) the Revolving Termination Date, (b) the date of termination of the Aggregate
Commitments pursuant to Section 3.08, and (c) the date of termination of the Commitment of
each Lender to make Loans pursuant to Section 9.02.



     “Bank of America” means Bank of America, N.A. and its successors.



     “BAS” means Banc of America Securities LLC.



     “Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a)
the Federal Funds Rate plus 50 Basis Points and (b) the rate of interest in effect for such day as
publicly announced from time to time by Bank of America as its “prime rate.” The “prime rate” is a
rate set by Bank of America based upon various factors including Bank of America’s costs and
desired return, general economic conditions and other factors, and is used as a reference point for
pricing some loans, which may be priced at, above, or below such announced rate. Any change in
such rate announced by Bank of America shall take effect at the opening of business on the day
specified in the public announcement of such change.



     “Base Rate Loan” means a Loan that bears interest based on the Base Rate.



     “Basis Point” means one one-hundredth of one percent (0.01%).



     “Borrower” means the Borrower as defined in the introductory paragraph of this
Agreement.



     “Borrower Materials” has the meaning specified in Section 7.02.



     “Borrowing” means a borrowing consisting of simultaneous Loans of the same Type and,
in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders
pursuant to Section 2.01.



     “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact closed in, the state
where the Administrative Agent’s Office is located and if such day relates to any Eurodollar Rate
Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in
the London interbank eurodollar market.



[Devon Credit Agreement]



3









 





     “Change in Law” means, with respect to any Lender, the adoption of any law or change
in any existing Law or interpretation thereof after the date of this Agreement or, if such Lender
became a Lender hereunder after the date of this Agreement, after the date it became a Lender
hereunder.



     “Change of Control” means the occurrence of either of the following events: (i) any
Person (or syndicate or group of Persons which is deemed a “person” for the purposes of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended), other than a Shareholder Controlled
Person, acquires more than fifty percent (50%) of the Voting Stock of the Borrower, or (ii) during
any period of twelve successive months a majority of the Persons who were directors of the Borrower
at the beginning of such period or who were appointed, elected or nominated by a majority of such
directors cease to be directors of the Borrower, unless such cessation results from death or
permanent disability or relates to a voluntary reduction by the Borrower of the number of directors
that comprise the board of directors of the Borrower. As used in this definition, (i) the term
“Voting Stock” means with respect to any Person, the outstanding stock of such Person
having ordinary voting power (disregarding changes in voting power based on the occurrence of
contingencies) for the election of directors; and (ii) the term “Shareholder Controlled
Person” means a Person as to which more than fifty percent (50%) of the Voting Stock is owned
by Persons who owned more than fifty percent (50%) of the Voting Stock of the Borrower immediately
before any acquisition described in clause (i) of this definition.



     “Closing Date” means August 7, 2007.



     “Code” means the Internal Revenue Code of 1986.



     “Commitment” means as to each Lender, the amount set forth opposite such Lender’s name
on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes
a party hereto, as applicable, and designated as such Lender’s “Commitment”, as such amount may be
adjusted from time to time in accordance with this Agreement.



     “Compliance Certificate” means a certificate substantially in the form of Exhibit
C.



     “Consolidated Assets” means the total assets of the Borrower and its Subsidiaries
which would be shown as assets on a consolidated balance sheet of the Borrower prepared in
accordance with GAAP, after eliminating all amounts properly attributable to minority interest, if
any, in the stock and surplus of the Restricted Subsidiaries.



     “Consolidated Net Worth” means the sum (without duplication) of (i) the Borrower’s
consolidated shareholder’s equity plus (ii) 60% of the outstanding balance of the Devon Trust
Securities. Consolidated Net Worth shall be calculated excluding non-cash write-downs and related
charges which are required under Rule 4-10 (Financial Accounting and Reporting for Oil and Gas
Producing Activities Pursuant to the Federal Securities Laws and the Energy Policy and Conservation
Act of 1975) of Regulation S-X, promulgated by SEC regulation, or by GAAP.



[Devon Credit Agreement]




4









 





     “Consolidated Total Funded Debt” means the sum of (i) the consolidated Indebtedness of
the Borrower and its Subsidiaries referred to in clauses (a), (b), (c), (d) and (e) of the
definition of “Indebtedness” in Section 1.01, plus (ii) 40% of the outstanding balance of
the Devon Trust Securities, plus (iii) all Swap Funded Debt, plus (iv) all Synthetic Lease Funded
Debt. Consolidated Total Funded Debt shall not include the PennzEnergy Exchangeable Debentures.



     As used in this definition, (1) the term “Swap Funded Debt” means, in the event that an
Early Termination Date (as defined in the applicable Swap Contract) has occurred under a Swap
Contract resulting from (A) any event of default under such Swap Contract as to which the Borrower
or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination
Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an
Affected Party (as so defined), and the Uncontested Portion of the Swap Termination Value for such
Swap Contract that has not been paid within sixty (60) days after the date when due exceeds
$150,000,000, the amount of such Uncontested Portion; and (2) the term “Synthetic Lease Funded
Debt” means, in the event that the Borrower or any Subsidiary (A) has failed to pay when due
any Synthetic Lease Obligation, or (B) has failed to observe or perform any other agreement or
condition relating to any Synthetic Lease Obligation, or any other event or condition occurs that
permits the holders thereof to demand prepayment or redemption, and the holder or holders thereof
have demanded or caused such Synthetic Lease Obligation to become due or to be prepaid or redeemed
(automatically or otherwise), prior to its stated maturity and the aggregate Uncontested Portion of
the Attributable Indebtedness with respect to such Synthetic Lease Obligations of the Borrower and
its Subsidiaries that has not been paid within 60 days after the date when due exceeds
$150,000,000, the amount of such Uncontested Portion.



     “Contractual Obligation” means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or other undertaking to which such Person is a party
or by which it or any of its property is bound.



     “Control” has the meaning specified in the definition of “Affiliate.”




     “Debt Rating” has the meaning specified in the definition of “Applicable Rate.”




     “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.



     “Default” means any event or condition that constitutes an Event of Default or that,
with the giving of any requisite notice and the passage of any requisite periods of time, would be
an Event of Default.



     “Defaulting Lender” means any Lender that (a) has failed to fund any portion of the
Loans within one Business Day of the date required to be funded by it hereunder and such failure
has not been cured, (b) has otherwise failed to pay over to the Administrative Agent or any other


 [Devon Credit Agreement]




5









 




Lender any other amount required to be paid by it hereunder within one Business Day of the
date when due, unless the subject of a good faith dispute, and such failure has not been cured, or
(c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.




     “Devon Financing ULC” means Devon Financing Corporation, U.L.C., a Nova Scotia
unlimited company.



     “Devon Financing ULC Guaranty” means the Guaranty executed by Devon Financing ULC and
delivered to Administrative Agent pursuant to this Agreement, substantially in the form of
Exhibit E.



     “Devon Oklahoma” means Devon Energy Corporation (Oklahoma), an Oklahoma corporation,
formerly known as Devon Energy Corporation, an Oklahoma corporation.



     “Devon Trust” means Devon Financing Trust II, a statutory business trust formed under
the laws of the State of Delaware.



     “Devon Trust Registration Statement” means the Registration Statement on Form S-3
filed by the Borrower under the Securities Act of 1933 on October 4, 2002 with respect to the
issuance by the Borrower of Common Stock, Preferred Stock, Debt Securities, Stock Purchase
Agreements and Stock Purchase Units, and the issuance by Devon Financing Trust II of Trust
Preferred Securities guaranteed by the Borrower, and the issuance by Devon Financing ULC of debt
securities guaranteed by the Borrower, as amended, supplemented or replaced from time to time.



     “Devon Trust Securities” means those certain Trust Preferred Securities issuable by
Devon Trust, as described in the Devon Trust Registration Statement.



     “Disclosure Report” means a written notice given by a Responsible Officer of the
Borrower to all Lenders or a certificate given by a Responsible Officer of the Borrower under
Sections 7.02(a) and (b).



     “Disclosure Schedule” means Schedule 7 to this Agreement.



     “Dollar” and “$” mean lawful money of the United States.



     “Domestic Subsidiary” means any Subsidiary that is organized under the laws of any
political subdivision of the United States.



     “Eligible Assignee” has the meaning specified in Section 11.07(g).



     “Environmental Laws” means any and all Federal, state, local, and foreign statutes,
laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions relating to pollution and the
protection of the environment or the release of any materials into the environment, including those
related to hazardous substances or wastes, air emissions and discharges to waste or public systems.


 [Devon Credit Agreement]





6









 





     “Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the
Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly
resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use,
handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure
to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into
the environment, or (e) any contract, agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the foregoing.



     “ERISA” means the Employee Retirement Income Security Act of 1974.



     “ERISA Affiliate” means any trade or business (whether or not incorporated) under
common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and
Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the
Code).



     “ERISA Plan” means any “employee pension benefit plan” (as such term is defined in
Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and
is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any
ERISA Affiliate contributes or has an obligation to contribute.



     “Eurodollar Rate” means for any Interest Period with respect to a Eurodollar Rate
Loan:




     (a) the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA
USD LIBOR”), as published by Reuters (or other commercially available source providing
quotations of BBA USD LIBOR as designated by the Administrative Agent from time to time) at
approximately 11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period)
with a term equivalent to such Interest Period, or




     (b) if the rate referenced in the preceding clause (a) is not available at such time
for any reason, then the “Eurodollar Rate” for such Interest Period shall be the rate per
annum determined by the Administrative Agent to be the rate at which deposits in Dollars for
delivery on the first day of such Interest Period in same day funds in the approximate
amount of the Eurodollar Rate Loan being made, continued or converted by Bank of America and
with a term equivalent to such Interest Period would be offered by Bank of America’s London
Branch to major banks in the London interbank eurodollar market at their request at
approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such
Interest Period.



     “Eurodollar Rate Loan” means a Loan that bears interest based on the Eurodollar Rate.



     “Event of Default” has the meaning specified in Section 9.01.



     “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the Federal



[Devon Credit Agreement]




7









 




Reserve Bank of New York on the Business Day next succeeding such day; provided that
(a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on
such transactions on the next preceding Business Day as so published on the next succeeding
Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the
Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole
multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined
by the Administrative Agent.




     “Fee Letter” means (i) with respect to the Administrative Agent fee, upfront fees and
certain arrangement fees, the letter agreement, dated July 6, 2007, among the Borrower, Bank of
America, and BAS, and (ii) with respect to certain arrangement fees, the letter agreement, dated
July 9, 2007, among the Borrower, JPMorgan, and J.P. Morgan Securities Inc.



     “Fiscal Quarter” means a three-month period ending on March 31, June 30, September 30
or December 31 of any year.



     “Fiscal Year” means a twelve-month period ending on December 31 of any year.



     “GAAP” means generally accepted accounting principles in the United States set forth
in the opinions and pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board and such other principles as may be approved by a significant segment of the
accounting profession in the United States, that are applicable to the circumstances as of the date
of determination, consistently applied.



     “Governmental Authority” means any nation or government, any state, province or other
political subdivision thereof, any agency, authority, instrumentality, regulatory body, court,
administrative tribunal, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government.



     “Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of
such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other
obligation payable or performable by another Person (the “primary obligor”) in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation, (ii) to purchase or lease property, securities or services for the purpose of
assuring the obligee in respect of such Indebtedness or other obligation of the payment or
performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of income or cash flow of
the primary obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in
respect of such Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any
assets of such Person securing any Indebtedness or other obligation of any other Person, whether or
not such Indebtedness or other obligation is assumed by such Person, exclusive, in each case, of
endorsements in the ordinary course of business. The amount of any Guarantee shall be


[Devon Credit Agreement]




8









 




deemed to be an amount equal to the stated or determinable amount of the related primary
obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof as determined by the
guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.




     “Guarantor” means any of Devon Financing ULC and each Domestic Subsidiary, which
executes and delivers a Guaranty pursuant to Section 7.12.



     “Guaranty” means, collectively, the Devon Financing ULC Guaranty, any replacement
guaranty agreement executed and delivered by Devon Financing ULC pursuant to Section 8.01,
and any additional Guaranty executed and delivered by a Domestic Subsidiary pursuant to Section
7.12.



     “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other
substances or wastes of any nature regulated pursuant to any Environmental Law.



     “Indebtedness” means, as to any Person at a particular time, without duplication, all
of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:




     (a) all obligations of such Person for borrowed money and all obligations of such
Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;




     (b) all obligations of such Person to pay the deferred purchase price of property or
services (other than trade accounts payable in the ordinary course of business);




     (c) indebtedness (excluding prepaid interest thereon) secured by a Lien on property
owned or being purchased by such Person (including indebtedness arising under conditional
sales or other title retention agreements), whether or not such indebtedness shall have been
assumed by such Person or is limited in recourse;




     (d) capital leases, but excluding customary oil, gas or mineral leases entered into in
the ordinary course of business;




     (e) all obligations with respect to payments received in consideration of oil, gas, or
other minerals yet to be acquired or produced at the time of payment (including obligations
under “take-or-pay” contracts to deliver gas in return for payments already received and the
undischarged balance of any production payment created by such Person or for the creation of
which such Person directly or indirectly received payment);




     (f) all direct or contingent obligations of such Person arising under standby letters
of credit and bankers’ acceptances;



[Devon Credit Agreement]




9









 






     (g) net obligations of such Person under any Swap Contract;




     (h) Synthetic Lease Obligations; and




     (i) all Guarantees of such Person in respect of any of the foregoing.



     For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any
partnership or joint venture (other than a joint venture that is itself a corporation or limited
liability company) in which such Person is a general partner or a joint venturer, unless such
Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under
any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such
date. The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed
to be the amount of Attributable Indebtedness in respect thereof as of such date. The amount of
Indebtedness of any Person with respect to Indebtedness of others secured by a Lien to which the
property or assets owned or held by such Person is subject shall be equal, to the extent such
Indebtedness is otherwise non-recourse to such Person, to the lesser of the fair market value of
the property or assets subject to such Lien and the amount of the Indebtedness secured.



     “Indemnified Liabilities” has the meaning specified in Section 11.05.



     “Indemnitees” has the meaning specified in Section 11.05.



     “Interest Payment Date” means, (a) as to any Eurodollar Rate Loan the last day of each
Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any
Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall
every three months after the beginning of such Interest Period shall also be Interest Payment
Dates; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and
December and the Maturity Date.



     “Interest Period” means as to each Eurodollar Rate Loan, the period commencing on the
date such Loan is disbursed or converted to or continued as a Eurodollar Rate Loan, and ending on
the date one, two, three, six or , if available, nine or twelve months thereafter, as selected by
the Borrower in its Loan Notice; provided that:




     (i) any Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar
Rate Loan, such Business Day falls in another calendar month, in which case such Interest
Period shall end on the next preceding Business Day;




     (ii) any Interest Period pertaining to a Eurodollar Rate Loan that begins on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period) shall end on the
last Business Day of the calendar month at the end of such Interest Period; and




     (iii) no Interest Period shall extend beyond the Maturity Date.


 [Devon Credit Agreement]




10









 





     “IRS” means the United States Internal Revenue Service.



     “Joint Lead Arrangers” means BAS and J.P. Morgan Securities Inc., in their capacities
as joint lead arrangers and book managers.



     “JPMorgan” means JPMorgan Chase Bank, N.A. and its successors.



     “Laws” means, collectively, all international, foreign, federal, state, provincial and
local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or
judicial precedents or authorities, including the interpretation or administration thereof by any
Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority.



     “Lenders” means all Lenders and “Lender” means any one of them.



     “Lending Office” means, as to any Lender, the office or offices of such Lender
described as such in such Lender’s Administrative Questionnaire, or such other office or offices as
a Lender may from time to time notify the Borrower and the Administrative Agent.



     “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge, or preference, priority or other security interest
or preferential arrangement in the nature of a security interest of any kind or nature whatsoever
(including any conditional sale or other title retention agreement, and any financing lease having
substantially the same economic effect as any of the foregoing).



     “Loan” has the meaning specified in Section 2.01.



     “Loan Documents” means this Agreement, each Note, the Fee Letter, and the Guaranty.



     “Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one
Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section
2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.



     “Loan Parties” means, collectively, the Borrower and each Guarantor.



     “Margin Stock” means “margin stock” as defined in Reg U.



     “Material Adverse Effect” means (a) a material adverse change in, or a material
adverse effect upon, the operations, business, properties, or financial condition of the Borrower
and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party
to perform its payment obligations under any Loan Document to which it is a party; or (c) a
material adverse effect upon the legality, validity, binding effect or enforceability against any
Loan Party of any Loan Document to which it is a party.


 [Devon Credit Agreement]




11









 





     “Material Subsidiary” means a Subsidiary of the Borrower which owns assets having a
book value that exceeds ten percent (10%) of the book value of the Borrower’s Consolidated Assets.



     “Maturity Date” means the later of (a) the Revolving Termination Date, and (b) if
Loans are converted and the maturity is extended pursuant to the provisions of Section
3.09, such extended maturity date as determined pursuant to the provisions of Section
3.09.



     “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.



     “Multiemployer Plan” means any employee benefit plan of the type described in Section
4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make
contributions, or during the preceding five plan years, has made or been obligated to make
contributions.



     “Non-US Lender” has the meaning specified in Section 11.15.



     “Note” means a promissory note made by the Borrower in favor of a Lender evidencing
Loans made by such Lender, substantially in the form of Exhibit B.



     “Obligations” means all advances to, and debts, liabilities, obligations, covenants
and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any
Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent,
due or to become due, now existing or hereafter arising and including interest and fees that accrue
after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding
under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of
whether such interest and fees are allowed claims in such proceeding.



     “Organization Documents” means, (a) with respect to any corporation, the certificate
or articles of incorporation and the bylaws; (b) with respect to any limited liability company, the
certificate or articles of formation or organization and operating agreement; and (c) with respect
to any partnership, joint venture, trust or other form of business entity, the partnership, joint
venture or other applicable agreement of formation or organization and any agreement, instrument,
filing or notice with respect thereto filed in connection with its formation or organization with
the applicable Governmental Authority in the jurisdiction of its formation or organization and, if
applicable, any certificate or articles of formation or organization of such entity.



     “Other Taxes” has the meaning specified in Section 4.01(b).




     “Outstanding Amount” means with respect to Loans on any date, the aggregate
outstanding principal amount thereof after giving effect to any borrowings and prepayments or
repayments of Loans occurring on such date.



     “Participant” has the meaning specified in Section 11.07(d).



[DEVON CREDIT AGREEMENT]




12









 





     “PennzEnergy Exchangeable Debentures” means the following Exchangeable Debentures of
PennzEnergy Company, which were issued prior to the merger of PennzEnergy Company with and into the
Borrower:




     (a) 4.90% Exchangeable Senior Debentures due August 15, 2008 in the aggregate principal
amount of $443,807,000; and




     (b) 4.95% Exchangeable Senior Debentures due August 15, 2008 in the aggregate principal
amount of $316,506,000.




“Permitted Liens” means:




     (a) Liens for taxes, assessments or governmental charges which are not due or
delinquent, or the validity of which any Restricted Person shall be contesting in good
faith; provided such Restricted Person shall have made adequate provision therefor in
accordance with GAAP;




     (b) the Lien of any judgment rendered, or claim filed, against any Restricted Person
which does not constitute an Event of Default and which such Restricted Person shall be
contesting in good faith; provided such Restricted Person shall have made adequate provision
therefor in accordance with GAAP;




     (c) Liens, privileges or other charges imposed or permitted by law such as statutory
liens and deemed trusts, carriers’ liens, builders’ liens, materialmens’ liens and other
liens, privileges or other charges of a similar nature which relate to obligations not due
or delinquent, including any lien or trust arising in connection with workers’ compensation,
unemployment insurance, pension, employment and similar laws or regulations;




     (d) Liens arising in the ordinary course of and incidental to construction, maintenance
or current operations which have not been filed pursuant to law against any Restricted
Person or in respect of which no steps or proceedings to enforce such lien have been
initiated or which relate to obligations which are not due or delinquent or if due or
delinquent, which such Restricted Person shall be contesting in good faith; provided such
Restricted Person shall have made adequate provision therefor in accordance with GAAP;




     (e) Liens incurred or created in the ordinary course of business and in accordance with
sound oil and gas industry practice in respect of the exploration, development or operation
of oil and gas properties or related production or processing facilities or the transmission
of petroleum substances as security in favor of any other Person conducting the exploration,
development, operation or transmission of the property to which such Liens relate, for any
Restricted Person’s portion of the costs and expenses of such exploration, development,
operation or transmission, provided that such costs or expenses are not due or delinquent
or, if due or delinquent, which such Restricted



[Devon Credit Agreement]



13









 






Person shall be contesting in good faith; provided such Restricted Person shall have
made adequate provision therefor in accordance with GAAP;




     (f) overriding royalty interests, net profit interests, reversionary interests and
carried interests or other similar burdens on production in respect of any Restricted
Person’s oil and gas properties that are entered into with or granted to arm’s length third
parties in the ordinary course of business and in accordance with sound oil and gas industry
practice in the area of operation;




     (g) Liens for penalties arising under non-participation provisions of operating
agreements in respect of any Restricted Person’s oil and gas properties if such Liens do not
materially detract from the value of any material part of the property of the Restricted
Persons taken as a whole;




     (h) easements, rights-of-way, servitudes, zoning or other similar rights or
restrictions in respect of land held by any Restricted Person (including, without
limitation, rights-of-way and servitudes for railways, sewers, drains, pipe lines, gas and
water mains, electric light and power and telephone or telegraph or cable television
conduits, poles, wires and cables) which, either alone or in the aggregate, do not
materially detract from the value of such land or materially impair its use in the operation
of the business of the Restricted Persons taken as a whole;




     (i) security given by the Restricted Persons to a public utility or any Governmental
Authority when required by such public utility or Governmental Authority in the ordinary
course of the business of the Restricted Persons in connection with operations of the
Restricted Persons if such security does not, either alone or in the aggregate, materially
detract from the value of any material part of the property of the Restricted Persons taken
as a whole;




     (j) the right reserved to or vested in any Governmental Authority by the terms of any
lease, license, grant or permit or by any statutory or regulatory provision to terminate any
such lease, license, grant or permit or to require annual or other periodic payments as a
condition of the continuance thereof;




     (k) all reservations in the original grant of any lands and premises or any interests
therein and all statutory exceptions, qualifications and reservations in respect of title;




     (l) any Lien from time to time disclosed by any Restricted Person to the Administrative
Agent which is consented to by the Required Lenders;




     (m) any right of first refusal in favor of any Person granted in the ordinary course of
business with respect to all or any of the oil and gas properties of any Restricted Person;




     (n) Liens on cash or marketable securities of any Restricted Persons granted in
connection with any Swap Contract permitted under this Agreement;


[Devon Credit Agreement]



14









 






     (o) Liens in respect of Indebtedness permitted by Sections 8.01(b),
8.01(f), 8.01(h) and Indebtedness permitted to be secured by Section
8.01(c);




     (p) Liens in favor of the Administrative Agent for the benefit of the Lenders;




     (q) Liens to collateralize moneys held in a cash collateral account by a lender in
respect of the prepayment of bankers’ acceptances, letters of credit or similar obligations
accepted or issued by such lender but only if at the time of such prepayment no default or
event of default has occurred and is continuing under the credit facility pursuant to which
the bankers’ acceptances or letters of credit have been accepted or issued;




     (r) purchase money Liens upon or in any tangible personal property and fixtures
(including real property surface rights upon which such fixtures are located and contractual
rights and receivables relating to such property) acquired by any Restricted Person in the
ordinary course of business to secure the purchase price of such property or to secure
Indebtedness incurred solely for the purpose of financing the acquisition of such property,
including any Liens existing on such property at the time of its acquisition (other than any
such Lien created in contemplation of any such acquisition);




     (s) the rights of buyers under production sale contracts related to any Restricted
Person’s share of petroleum substances entered into in the ordinary course of business,
provided that the contracts create no rights (including any Lien) in favor of the buyer or
any other Person in, to or over any reserves of petroleum substances or other assets of any
Restricted Person, other than a dedication of reserves (not by way of Lien or absolute
assignment) on usual industry terms;




     (t) Liens arising in respect of operating leases of personal property under which any
Subsidiary of the Borrower that is incorporated or organized in Canada or one of the
provinces thereof, are lessees;




     (u) Liens on property of a Person existing at the time such Person becomes a Restricted
Subsidiary, is merged into or amalgamated or consolidated with the Borrower or any
Restricted Subsidiary, provided, such Liens were in existence prior to the contemplation of
such stock acquisition, merger, amalgamation or consolidation and do not extend to any
assets other than those of the Person so acquired or merged into or amalgamated or
consolidated with the Borrower or any Restricted Subsidiary;




     (v) any extension, renewal or replacement (or successive extensions, renewals or
replacements), as a whole or in part, of any Lien referred to in the preceding paragraphs
(a) to (u) inclusive of this definition, so long as any such extension, renewal or
replacement of such Lien is limited to all or any part of the same property that secured the
Lien extended, renewed or replaced (plus improvements on such property), the indebtedness or
obligation secured thereby is not increased (except for the purpose of paying any prepayment
premium or any fees and expenses incurred in connection with



[Devon Credit Agreement]




15









 






any such extension, renewal or replacement) and such Lien is otherwise permitted by the
applicable section above;




     (w) Liens on Margin Stock; and




     (x) in addition to Liens permitted by clauses (a) through (w) 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.




     “Person” means any natural person, corporation, limited liability company, unlimited
liability company, trust, joint venture, association, company, partnership, Governmental Authority
or other entity.



     “Platform” has the meaning specified in Section 7.02.



     “Pro Rata Share” means, with respect to each Lender and the Loans at any time, a
fraction (expressed as a percentage and carried to the ninth decimal place) the numerator of which
is the amount of the Commitment of such Lender at such time and the denominator of which is the
Aggregate Commitments at such time.



     “Reg U” means Regulation U promulgated by the Board of Governors of the Federal
Reserve System.



     “Register” has the meaning specified in Section 11.07(c).



     “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA,
other than events for which the 30 day notice period has been waived.



     “Required Lenders” means, as of any date of determination, Lenders having more than
50% of the Aggregate Commitments or, if the commitment of each Lender to make Loans has been
terminated pursuant to Section 9.02, Lenders holding in the aggregate more than 50% of the
Outstanding Amount of all Loans; provided that the Commitment of, and the portion of the
outstanding Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of
making a determination of Required Lenders.



     “Responsible Officer” means the chief executive officer, president, chief financial
officer, vice president — corporate finance, vice president — finance, or treasurer of a Loan
Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party
shall be conclusively presumed to have been authorized by all necessary corporate, partnership
and/or other action on the part of such Loan Party and such Responsible Officer shall be
conclusively presumed to have acted on behalf of such Loan Party.


 [Devon Credit Agreement]





16









 





     “Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property) with respect to any capital stock or other equity interest of the
Borrower or any Subsidiary, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such capital stock or other equity interest or of
any option, warrant or other right to acquire any such capital stock or other equity interest.



     “Restricted Person” means the Borrower and the Restricted Subsidiaries.



     “Restricted Subsidiary” means each of the Devon Canada Corporation, Northstar Energy
Corporation, Devon Oklahoma, Devon Financing ULC, Devon Trust and any other Material Subsidiary of
the Borrower.



     “Revolving Termination Date” means August 5, 2008.



     “S&P” means Standard & Poor’s Ratings Services, a division of the McGraw-Hill
Companies, Inc. and any successor thereto.



     “SEC” means the United States Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.



     “SEC Filings” has the meaning specified in Section 6.06.



     “Shareholders’ Equity” means, as of any date of determination, consolidated
shareholders’ equity of the Borrower and its Subsidiaries as of that date determined in accordance
with GAAP.



     “Subordinated Borrower Debentures” means those certain Convertible Junior Subordinated
Debentures which may be issued by the Borrower to Devon Trust, as described in the Devon Trust
Registration Statement, which will be subordinate to the Obligations.



     “Subsidiary” of a Person means a corporation, partnership, joint venture, limited
liability company, unlimited liability company, or other business entity of which a majority of the
shares of securities or other interests having ordinary voting power for the election of directors
or other governing body (other than securities or interests having such power only by reason of the
happening of a contingency) are at the time beneficially owned, or the management of which is
otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such
Person; provided that (a) associations, joint ventures or other relationships (i) which are
established pursuant to a standard form operating agreement or similar agreement or which are
partnerships for purposes of federal income taxation only, (ii) which are not corporations or
partnerships (or subject to the Uniform Partnership Act) under applicable state Law, and (iii)
whose businesses are limited to the exploration, development and operation of oil, gas or mineral
properties, transportation and related facilities and interests owned directly by the parties in
such associations, joint ventures or relationships, shall not be deemed to be “Subsidiaries” of
such
Person, and (b) associations, joint ventures or other relationships (i) which are not
corporations or partnerships under applicable provincial Law, and (ii) whose businesses are limited
to the



[Devon Credit Agreement]




17









 




exploration, development and operation of oil, gas or mineral properties, transportation and
related facilities and interests owned directly by the parties in such associations, joint ventures
or relationships, shall not be deemed to be “Subsidiaries” of such Person. Unless otherwise
specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary
or Subsidiaries of the Borrower.




     “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity options, forward
commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest
rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions, currency options,
spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions of any kind, and
the related confirmations, which are subject to the terms and conditions of, or governed by, any
form of master agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a “Master Agreement”), including any such
obligations or liabilities under any Master Agreement.



     “Swap Termination Value” means, in respect of any one or more Swap Contracts, after
taking into account the effect of any legally enforceable netting agreement relating to such Swap
Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and
termination value(s) determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market
value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily
available quotations provided by any recognized dealer in such Swap Contracts (which may include a
Lender or any Affiliate of a Lender).



     “Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a
so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or
possession of property creating obligations that do not appear on the balance sheet of such Person
but which, upon the insolvency or bankruptcy of such Person, would be characterized as the
indebtedness of such Person (without regard to accounting treatment), other than obligations under
(i) the Production Platform Lease Agreement 2002-1, dated as of June 27, 2002, between Devon Energy
Production Company, L.P., an Oklahoma limited partnership and successor by merger to Devon
Louisiana Corporation (“DEPCO”), as lessee, and Ocean Energy/Boomvang Platform Statutory
Trust 2002-1, a Delaware statutory business trust, as lessor, the Operative Documents (as defined
therein) and the Other Operative Documents (as defined therein), (ii) the Production Platform Lease
Agreement 2002-2, dated as of June 27, 2002, between DEPCO, as lessee, and Ocean Energy/Boomvang
Platform Statutory Trust 2002-2, a Delaware statutory business trust, as lessor, the Operative
Documents (as defined therein) and the Other Operative
Documents (as defined therein), (iii) the Production Platform Lease Agreement 2002-1, dated as
of January 29, 2002, between Devon Louisiana, as lessee, and Ocean Energy/Nansen Platform




[Devon Credit Agreement]



18











 







Statutory
Trust 2002-1, a Delaware statutory business trust, as lessor, the Operative Documents (as defined
therein) and the Other Operative Documents (as defined therein), and (iv) the Production Platform
Lease Agreement 2002-2, dated as of January 29, 2002, between DEPCO, as lessee, and Ocean
Energy/Nansen Platform Statutory Trust 2002-2, a Delaware statutory business trust, as lessor, the
Operative Documents (as defined therein) and the Other Operative Documents (as defined therein), in
each case, as amended, supplemented, amended and restated, refinanced or replaced from time to
time.



     “Taxes” has the meaning specified in Section 4.01(a).



     “Termination Event” means (a) the occurrence with respect to any ERISA Plan of (i) a
reportable event described in Sections 4043(c)(5) or (6) of ERISA or (ii) any other reportable
event described in Section 4043(c) of ERISA other than a reportable event not subject to the
provision for 30-day notice to the Pension Benefit Guaranty Corporation pursuant to a waiver by
such corporation under Section 4043(a) of ERISA; or (b) the withdrawal of any ERISA Affiliate from
an ERISA Plan during a plan year in which it was a “substantial employer” as defined in Section
4001(a)(2) of ERISA; or (c) a complete or partial withdrawal by any ERISA Affiliate from a
Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; or (d) the
filing of a notice of intent to terminate any ERISA Plan or Multiemployer Plan or the treatment of
any ERISA Plan amendment or Multiemployer Plan amendment as a termination under Section 4041 or
4041A of ERISA; or (e) the institution of proceedings to terminate any ERISA Plan or Multiemployer
Plan by the Pension Benefit Guaranty Corporation under Section 4042 of ERISA; or (f) any other
event or condition which might constitute grounds under Section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any ERISA Plan or Multiemployer Plan.



     “Term-Out Conversion Date” has the meaning specified in Section 3.09.



     “Term-Out Period” means if the Borrower has elected to convert the Loans pursuant to
Section 3.09, the period from the date of such conversion until the date which is 364 days
thereafter.



     “Threshold Amount” means at any time, the greater of $250,000,000 and 2.5% of
Consolidated Net Worth determined as of the end of the most recent Fiscal Quarter.



     “Total Capitalization” means the sum (without duplication) of (i) Consolidated Total
Funded Debt plus (ii) the Borrower’s consolidated shareholder’s equity plus (iii) 60% of the
outstanding balance of the Devon Trust Securities. Total Capitalization shall be calculated
excluding non-cash write-downs and related charges which are required under Rule 4-10 (Financial
Accounting and Reporting for Oil and Gas Producing Activities Pursuant to the Federal Securities
Laws and the Energy Policy and Conservation Act of 1975) of Regulation S-X promulgated by SEC
Regulation, or by GAAP.



     “Type” means, with respect to a Loan, its character as a Base Rate Loan or a
Eurodollar Rate Loan.



[Devon Credit Agreement]



19









 





     “United States” and “U.S.” mean the United States of America.



     “Uncontested Portion” means, with respect to any Swap Termination Value or any
Synthetic Lease Obligation, the amount thereof that is not being contested by the Borrower or one
of its Subsidiaries diligently in good faith.



     “Unrestricted Subsidiary” means any Subsidiary of the Borrower that is not a
Restricted Subsidiary.



     1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document,
unless otherwise specified herein or in such other Loan Document:



     (a) The meanings of defined terms are equally applicable to the singular and plural forms of
the defined terms.



     (b) (i) The words “herein,” “hereto,” “hereof” and “hereunder”
and words of similar import when used in any Loan Document shall refer to such Loan Document as a
whole and not to any particular provision thereof.




     (ii) Article, Section, Exhibit and Schedule references are to the Loan Document in
which such reference appears.




     (iii) The term “including” is by way of example and not limitation.




     (iv) The term “documents” includes any and all instruments, documents,
agreements, certificates, notices, reports, financial statements and other writings, however
evidenced, whether in physical or electronic form.



     (c) In the computation of periods of time from a specified date to a later specified date, the
word “from” means “from and including;” the words “to” and “until”
each mean “to but excluding;” and the word “through” means “to and
including.”



     (d) Section headings herein and in the other Loan Documents are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any other Loan
Document.



     1.03 Accounting Terms. (a) All accounting terms not specifically or completely defined herein
shall be construed in conformity with, and all financial data (including financial ratios and other
financial calculations) required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a
manner consistent with that used in preparing the Audited Financial Statements, except as
otherwise specifically prescribed herein.



     (b) If at any time any change in GAAP would affect the computation of any financial ratio or
requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall
so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to
amend such ratio or requirement to preserve the original intent thereof in light of



[Devon Credit Agreement]



20









 







such change in
GAAP (subject to the approval of the Required Lenders and the Borrower); provided
that, until so amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the
Administrative Agent and the Lenders financial statements and other documents required under this
Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations
of such ratio or requirement made before and after giving effect to such change in GAAP.



     1.04 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this
Agreement shall be calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a rounding-up if there is no
nearest number).



     1.05 References to Agreements and Laws. Unless otherwise expressly provided herein, (a)
references to Organization Documents, agreements (including the Loan Documents) and other
contractual instruments shall be deemed to include all subsequent amendments, restatements,
extensions, supplements and other modifications thereto, but only to the extent that such
amendments, restatements, extensions, supplements and other modifications are not prohibited by any
Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting such Law.



     1.06 Times of Day. Unless otherwise specified, all references herein to times of day shall be
references to Central time (daylight or standard, as applicable).



ARTICLE II.

COMMITMENTS AND BORROWING




     2.01 Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to
make loans (each such loan, a “Loan”) to the Borrower from time to time, on any Business
Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding
the amount
given of the Commitment of such Lender; provided, however, that after giving effect to
any Borrowing, (i) the Outstanding Amount of all Loans shall not exceed the Aggregate Commitments,
and (ii) the Outstanding Amount of the Loans of any Lender shall not exceed the Commitment of such
Lender. Within the limits of the Commitment of each Lender, and subject to the other terms and
conditions hereof, the Borrower may borrow under this Section 2.01, prepay under
Section 2.03, and reborrow under this Section 2.01. Loans may be Base Rate Loans
or Eurodollar Rate Loans, as further provided herein.



2.02 Borrowings, Conversions and Continuations of Loans.




     (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation
of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to (except as
provided in Section 4.03) the Administrative Agent, which may be given by




[Devon Credit Agreement]



21









 







telephone. Each
such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two Business
Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar
Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the
requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower
pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the
Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible
Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans
shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof.
Except as provided in Section 2.03(b), each Borrowing of or conversion to Base Rate Loans
shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof.
Each Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is
requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of
Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the
case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed,
converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be
converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the
Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely
notice requesting a conversion or continuation, then the applicable Loans shall be made as, or
converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective
as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar
Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar
Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to
have specified an Interest Period of one month.



     (b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each
Lender of the amount of its Pro Rata Share of the applicable Loans, and if no timely notice of a
conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each
Lender of the details of any automatic conversion to Base Rate Loans described in the preceding
subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to
the Administrative Agent in immediately available funds at the Administrative Agent’s Office not
later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon
satisfaction of the applicable conditions set forth in Section 5.02
(and, if such Borrowing is the initial Borrowing, Section 5.01), the Administrative
Agent shall make all funds so received available to the Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of
America with the amount of such funds or (ii) wire transfer of such funds, in each case in
accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by
the Borrower.



     (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted
only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of
an Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Rate
Loans without the consent of the Required Lenders.




[Devon Credit Agreement]



22









 





     (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the
interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of
such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be
conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the
Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s
prime rate used in determining the Base Rate promptly following the public announcement of such
change.



     (e) After giving effect to all Borrowings, all conversions of Loans from one Type to the
other, and all continuations of Loans as the same Type, there shall not be more than ten Interest
Periods in effect with respect to Loans.



     2.03 Prepayments.



     (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to
time voluntarily prepay Loans in whole or in part without premium or penalty; provided that
(i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two
Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of
prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal
amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment
of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in
excess thereof or, in each case, if less, the entire principal amount thereof then outstanding.
Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to
be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such
notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is
given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in
such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar
Rate Loan shall be accompanied by all accrued interest thereon, together with any additional
amounts required pursuant to Section 4.05. Each such prepayment shall be applied to the
Loans of the Lenders in accordance with their respective Pro Rata Shares.



     (b) If for any reason the Outstanding Amount of all Loans at any time exceeds the Aggregate
Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount
equal to such excess.



     2.04 Repayment of Loans. The Borrower shall repay to each Lender on the Maturity Date the
aggregate principal amount of its Loans and all other Obligations owing to such Lender outstanding
on such date.



ARTICLE III.

GENERAL PROVISIONS APPLICABLE TO CREDIT FACILITY




     3.01 Interest on Loans.




[Devon Credit Agreement]



23









 





     (a) Subject to the provisions of subsection (c) below, (i) each Eurodollar Rate Loan shall
bear interest on the outstanding principal amount thereof for each Interest Period at a rate per
annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; and
(ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the Base Rate.



     (b) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified herein. Interest hereunder shall be
due and payable in accordance with the terms hereof before and after judgment, and before and after
the commencement of any proceeding under any Debtor Relief Law.




(c) (i) If any amount of principal of any Loan is not paid when due (without regard to any
applicable grace periods), whether at stated maturity, by acceleration or otherwise, such
amount shall thereafter bear interest at a fluctuating interest rate per annum at all times
equal to the rate two percent (2%) above the rate that was applicable to such Loan before a
principal payment on such Loan became past due, to the fullest extent permitted by
applicable Laws.




     (ii) If any amount (other than principal of any Loan) payable by the Borrower under any
Loan Document is not paid when due (without regard to any applicable grace periods), whether
at stated maturity, by acceleration or otherwise, then upon the request of the Required
Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum
at all times equal to the Base Rate plus two percent (2%), to the fullest extent permitted
by applicable Laws.




     (iii) Accrued and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.



     3.02 Fees .



     (a) Facility Fees.




     (i) The Borrower shall pay to the Administrative Agent for the account of each Lender
in accordance with its Pro Rata Share, a facility fee equal to the Applicable Rate
times the actual daily amount of the Aggregate Commitments (or, if the Aggregate
Commitments have terminated, on the Outstanding Amount of all Loans), regardless of usage.




     (ii) The facility fees shall accrue at all times during the Availability Period (and
thereafter so long as any Loans remain outstanding), including at any time during which one
or more of the conditions in Article V is not met, and shall be due and payable
quarterly in arrears on the first Business Day after the end of each March, June, September
and December, commencing with the first such date to occur after the Closing Date, and on
the Maturity Date (and, if applicable, thereafter on demand). The facility fees shall be
calculated quarterly in arrears, and if there is any change in the Applicable Rate during
any quarter, the actual daily amount shall be computed and multiplied by the




[Devon Credit Agreement]



24









 







Applicable Rate
separately for each period during such quarter that such Applicable Rate was in effect.



     (b) Utilization Fees.




     (i) The Borrower shall pay to the Administrative Agent for the account of each Lender
in accordance with its Pro Rata Share, a utilization fee equal to the Applicable Rate
times the Outstanding Amount of all Loans on each day that the Outstanding Amount of
all Loans exceeds 50% of the actual daily amount of the Aggregate Commitments then in effect
(or, if terminated, in effect immediately prior to such termination).




     (ii) The utilization fees shall accrue at all times during the Availability Period (and
thereafter so long as any Loans remain outstanding), including at any time during which one
or more of the conditions in Article V is not met, and shall be due and payable
quarterly in arrears on the first Business Day after the end of each March, June, September
and December, commencing with the first such date to occur after the Closing Date, and on
the Maturity Date (and, if applicable, thereafter on demand). The utilization fee shall be
calculated quarterly in arrears, and if there is any change in the Applicable Rate during
any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in effect.



     (c) Term-Out Premium.




     (i) The Borrower shall pay to the Administrative Agent for the account of each Lender
in accordance with its Pro Rata Share, a term-out premium equal to the 25 Basis Points
times the Outstanding Amount of all Loans on the Term-Out Conversion Date.




     (ii) The term-out premium shall be due and payable on the Term-Out Conversion Date.



     (d) Other Fees. The Borrower shall pay to the Joint Lead Arrangers and the
Administrative Agent for their own respective accounts fees in the amounts and at the times
specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable
for any reason whatsoever.



     3.03 Computation of Interest and Fees on Loans. All computations of interest for Base Rate Loans
shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days
elapsed. All other computations of fees and interest on Loans shall be made on the basis of a
360-day year and actual days elapsed (which results in more fees or interest, as applicable, being
paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the
day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day
on which the Loan or such portion is paid, provided that any Loan that is




[Devon Credit Agreement]



25









 







repaid on the
same day on which it is made shall, subject to Section 3.05(a), bear interest for one day.



     3.04 Evidence of Debt. The Borrowings made by each Lender shall be evidenced by one or more
accounts or records maintained with respect to the Borrower by such Lender and by the
Administrative Agent in the ordinary course of business. The accounts or records maintained by the
Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the
Borrowings made by the Lenders to the Borrower and the interest and payments thereon. Any failure
so to record or any error in doing so shall not, however, limit or otherwise affect the obligation
of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of
any conflict between the accounts and records maintained by any Lender and the accounts and records
of the Administrative Agent in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest error. Upon the request of any
Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender
(through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to
such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the
date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.



     3.05 Payments Generally.



     (a) All payments to be made by the Borrower shall be made without condition or deduction for
any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein,
all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account
of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office and
in immediately available funds not later than 2:00 p.m. on the date specified herein. The
Administrative Agent or the Administrative Agent’s Office, as applicable, will promptly distribute
to each applicable Lender its Pro Rata Share (or other applicable share as provided herein) of such
payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments
received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to accrue.



     (b) If any payment to be made by the Borrower shall come due on a day other than a Business
Day, payment shall be made on the next following Business Day, and such extension of time shall be
reflected in computing interest or fees, as the case may be.



     (c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the time
any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower
or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume
that the Borrower or such Lender, as the case may be, has timely made such payment and may (but
shall not be so required to), in reliance thereon, make available a corresponding amount to the
Person entitled thereto. If and to the extent that such payment was not in fact made to the
Administrative Agent in immediately available funds, then:




[Devon Credit Agreement]



26









 






     (i) if the Borrower failed to make such payment, each applicable Lender shall forthwith
on demand repay to the Administrative Agent the portion of such assumed payment that was
made available to such Lender in immediately available funds, together with interest thereon
in respect of each day from and including the date such amount was made available by the
Administrative Agent to such Lender to the date such amount is repaid to the Administrative
Agent in immediately available funds at the Federal Funds Rate from time to time in effect;
and




     (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand
pay to the Administrative Agent the amount thereof in immediately available funds, together
with interest thereon for the period from the date such amount was made available by the
Administrative Agent to the Borrower to the date such amount is recovered by the
Administrative Agent (the “Compensation Period”) at a rate per annum equal to the
Federal Funds Rate from time to time in effect. If such Lender pays such amount to the
Administrative Agent, then such amount shall constitute such Lender’s Loan included in the
applicable Borrowing. If such Lender does not pay such amount forthwith upon the
Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor
upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent,
together with interest thereon for the Compensation Period at a rate per annum equal to the
rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to
relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights
which the Administrative Agent or the Borrower may have against any Lender as a result of
any default by such Lender hereunder.



     A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount
owing under this subsection (c) shall be conclusive, absent manifest error.



     (d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by
such Lender as provided in the foregoing provisions of this Article III, and such funds are
not made available to the Borrower by the Administrative Agent because the conditions to the
applicable Borrowing set forth in Article V are not satisfied or waived in accordance with
the terms hereof, the Administrative Agent shall return such funds (in like funds as received from
such Lender) to such Lender, without interest.



     (e) The obligations of the Lenders hereunder to make Loans are several and not joint. The
failure of any Lender to make any Loan on any date required hereunder shall not relieve any other
Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible
for the failure of any other Lender to so make its Loan.



     (f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in
any particular place or manner or to constitute a representation by any Lender that it has obtained
or will obtain the funds for any Loan in any particular place or manner.



3.06 Sharing of Payments.


[Devon Credit Agreement]




27









 








     (a) If, other than as expressly provided elsewhere herein, any Lender shall obtain on account
of the Loans made by it, any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) in excess of its ratable share (or other share contemplated
hereunder) thereof, such Lender shall immediately (i) notify the Administrative Agent of such fact,
and (ii) purchase from the other Lenders such participations in the Loans made by them, as shall be
necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or
such participations, as the case may be, pro rata with each of them; provided,
however, that if all or any portion of such excess payment is thereafter recovered from the
applicable purchasing Lender under any of the circumstances described in Section 11.06
(including pursuant to any settlement entered into by the purchasing Lender in its discretion),
such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the
purchasing Lender the purchase price paid therefor, together with an amount equal to such paying
Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s
required repayment to (ii) the total amount so recovered from the purchasing Lender) of any
interest or other amount paid or payable by the purchasing Lender in respect of the total amount so
recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a
participation from the other Lender may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of set-off, but subject to Section 11.09) with
respect to such participation as fully as if such Lender were the direct creditor of the Borrower
in the amount of such participation. The Administrative Agent will keep records (which shall be
conclusive and binding in the absence of manifest error) of participations purchased under this
subsection and will in each case notify the applicable Lenders following any such purchases or
repayments. Each Lender that purchases a participation pursuant to this subsection shall from and
after such purchase have the right to give all notices, requests, demands, directions and other
communications under this Agreement with respect to the portion of the Obligations purchased to
the same extent as though the purchasing Lender were the original owner of the Obligations
purchased.



     3.07 Increase in Commitments.



     (a) The 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 $2,000,000,000,
(iii) no such increase shall be in an amount less than $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 Borrower shall determine the effective date (the “Increase
Effective Date”) and the final allocation of such increase. The Administrative Agent shall
promptly notify the Borrower and the Lenders of the final allocation of such increase and the
Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to
the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date




[Devon Credit Agreement]



28









 







(in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i)
certifying that any such increase has been authorized by such Loan Party, and (ii) in the case of
the Borrower, certifying that, before and after giving effect to such increase, (A) the
representations and warranties contained in Article VI 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 Borrower shall prepay any Loans outstanding on the Increase Effective Date
(and pay any additional amounts required pursuant to Section 4.05) to the extent necessary
to keep the outstanding Loans ratable with any revised Pro Rata Shares arising from any nonratable
increase in the Commitments under this Section.



     (c) This Section shall supersede any provisions in Sections 3.06 or 11.01 to
the contrary.



     3.08 Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative
Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate
Commitments; provided that (i) any such notice shall be received by the Administrative
Agent not later than 11:00 a.m. two Business Days prior to the date of termination or reduction,
(ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole
multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the
Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder,
the Outstanding Amount of all Loans would exceed the Aggregate Commitments. The Administrative
Agent will promptly notify the Lenders of any such notice of termination or reduction of the
Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the
Commitment of each Lender according to such Lender’s Pro Rata Share. All fees accrued until the
effective date of any termination of the Aggregate Commitments shall be paid on the effective date
of such termination.



     3.09 Term-Out.



     (a) Without the consent of Administrative Agent or any of the Lenders, the Borrower may
convert the Outstanding Amount of each Lender’s Loans on the Revolving Termination Date (the
“Term-Out Conversion Date”) to term loans which shall have a maturity date that is 364 days
later than the Revolving Termination Date; provided, however, (i) no Default shall
exist and (ii) the Borrower shall give written notice to the Administrative Agent that it has
elected to make such conversion not earlier than 60 days nor later than 10 days prior to the
Revolving Termination Date. The Borrower shall not have the right to reborrow any principal
amount of the Loans repaid during the Term-Out Period.



     (b) If the Loans are converted in accordance with this Section, the Administrative Agent shall
notify the Lenders of such conversion promptly after receipt of notice thereof from the Borrower.
As a condition precedent to such conversion, the Borrower shall deliver to the Administrative Agent
a certificate of each Loan Party dated as of the Term-Out Conversion Date (in sufficient copies for
each Lender) signed by a Responsible Officer of such Loan Party (i) certifying that such conversion
has been authorized by such Loan Party, and (ii) in the case of




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the Borrower, certifying that,
before and after giving effect to such conversion, (A) the representations and warranties contained
in Article VI and the other Loan Documents made by it are true and correct in all material
respects on and as of the Term-Out Conversion 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) no Default exists, and (C) there has been no
event or circumstance since the date of the most recent audited financial statements of the
Borrower delivered pursuant to Section 7.02(a) that has had or could be reasonably expected
to have, either individually or in the aggregate, a Material Adverse Effect.



     (c) This Section shall supersede any provisions in Sections 3.06 or 11.01 to
the contrary.



ARTICLE IV.

TAXES, YIELD PROTECTION AND ILLEGALITY




     4.01 Taxes.



     (a) Except to the extent that the Borrower shall be required by any Law to deduct any Taxes
from or in respect of any sum payable under any Loan Document, any and all payments by the Borrower
to or for the account of the Administrative Agent or any Lender under any Loan Document shall be
made free and clear of and without deduction for any and all present or future taxes, duties,
levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all
liabilities with respect thereto, excluding, in the case of the Administrative Agent and
each Lender, (i) taxes imposed on or measured by its overall net income, and franchise taxes
imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision
thereof) under
the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or
maintains its applicable lending office or a jurisdiction in which the Administrative Agent or such
Lender, as the case may be, is deemed to be doing business (except for a jurisdiction in which the
Administrative Agent or such Lender, as the case may be, would not be treated as doing business but
for and solely as a result of its participation in the transactions governed by the Loan
Documents), (ii) withholding taxes excluded by Section 11.07(e) and (iii) U.S. back-up
withholding taxes (all such non-excluded taxes, duties, levies, imposts, deductions, assessments,
fees, withholdings or similar charges, and liabilities being hereinafter referred to as
“Taxes”). If the Borrower shall be required by any Law to deduct any Taxes from or in
respect of any sum payable under any Loan Document to the Administrative Agent or any Lender, (i)
subject to compliance by such Lender with Sections 11.15 and 4.01(f), as
applicable, the sum payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under this Section), each of
the Administrative Agent and such Lender receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower
shall pay the full amount deducted to the relevant taxation authority or other authority in
accordance with applicable Laws, and (iv) within 30 days after the date of such payment, the
Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender)
the original or a certified copy of a receipt evidencing payment thereof.




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     (b) In addition, the Borrower agrees to pay any and all present or future stamp, court or
documentary taxes and any other excise or property taxes or charges or similar levies which arise
from any payment made under any Loan Document or from the execution, delivery, performance,
enforcement or registration of, or otherwise with respect to, any Loan Document (excluding, in each
case, amounts imposed on an assignment, a grant of a participation or other transfer of an interest
in any Loan or Loan Document, except to the extent pursuant to a request of the Borrower or to the
extent that such assignment, grant or other transfer was compelled by Law) (hereinafter referred to
as “Other Taxes”).



     (c) If the Borrower shall be required to deduct or pay any Taxes or Other Taxes from or in
respect of any sum payable under any Loan Document to the Administrative Agent or any Lender, the
Borrower shall also pay to the Administrative Agent or to such Lender, as the case may be, at the
time interest is paid, such additional amount that the Administrative Agent or such Lender
specifies is necessary to preserve the after-tax yield, after factoring in all taxes, including
taxes imposed on or measured by net income, that the Administrative Agent or such Lender would have
received if such Taxes or Other Taxes had not been imposed and after taking into account any tax
credits arising from or relating to such deduction or withholding, it being understood that to the
extent a Lender certifies in good faith that it is not entitled to a tax credit (or is not able to
use the tax credit to preserve its after-tax yield at a level in excess of that which would be
otherwise obtainable if the tax credit were not available), such tax credits shall not be taken
into account.



     (d) Subject to compliance by such Lender with Sections 11.15 and 4.01(f), as
applicable, the Borrower agrees to indemnify the Administrative Agent and each Lender for (i) the
full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any
jurisdiction on amounts payable under this Section) paid by the Administrative
Agent and such Lender, (ii) amounts payable under Section 4.01(c) and (iii) any
liability (including additions to tax, penalties, interest and expenses) arising therefrom or with
respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority; provided that the Borrower
shall not be obligated to indemnify the Administrative Agent or any Lender pursuant to this
Section 4.01(d) in respect of penalties, interest or expenses arising from or with respect
to such Taxes or Other Taxes if such penalties, interest or expenses are attributable to the gross
negligence or willful misconduct of the Person seeking indemnification. Any payment required to be
made under this Section 4.01(d) shall be made within 30 days after the date such Lender or
the Administrative Agent makes a demand therefor.



     (e) In the event that any Lender or the Administrative Agent receives a refund in respect of
Taxes or Other Taxes as to which it has been paid additional amounts by the Borrower pursuant to
clause (a) or (b) above or indemnified by the Borrower pursuant to clause (d) and such Lender or
Administrative Agent, as applicable, reasonably determines that such refund is attributable to such
additional amounts or indemnification, then such Lender or Administrative Agent, as applicable,
shall promptly notify the Administrative Agent and the Borrower and shall within 30 Business Days
remit to the Borrower an amount as such Lender or Administrative Agent, as applicable, determines
to be the proportion of the refunded amount as will leave it, after such remittance, in no better
or worse position than it would have been if the Taxes or




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Other Taxes had not been imposed and the
corresponding additional amounts or indemnification payment not been made; provided, that
the Borrower, upon request by the Administrative Agent or such Lender, shall promptly return such
refund to the Administrative Agent or such Lender, as the case may be, in the event that the
Administrative Agent or such Lender is required to repay such refund to the relevant Governmental
Authority. Nothing contained in this Section 4.01(e) shall require the Administrative
Agent or any Lender (i) to make available to the Borrower any of its tax returns or any other
information relating to its taxes that it deems to be confidential or (ii) to arrange its affairs
in any way in order to maximize a refund or credit of taxes described in this Section 4.01.



     (f) If requested by the Borrower, any Lender claiming any indemnity or additional amounts
payable pursuant to this Section 4.01 shall use its reasonable efforts (consistent with its
reasonable internal policy and legal and regulatory restrictions) to change the jurisdiction of its
designated Lending Office if the making of such a change would avoid the need for, or reduce the
amount of, any such indemnity or additional amounts which would be payable or may thereafter
accrue; provided, that such designation would not, in the sole judgment of such Lender
exercised in good faith, be otherwise disadvantageous to such Lender; provided,
further, that nothing in this Section 4.01(f) shall adversely affect or postpone
any of the obligations of the Borrower or the rights of any Lender under this Agreement.



     4.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending
Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates
based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the
Administrative Agent, any obligation of such Lender (a) to make or continue Eurodollar Rate Loans,
or (b) to convert (i) Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender
notifies the Administrative Agent and the Borrower that the circumstances giving rise to such
determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from
such Lender (with a copy to the Administrative Agent), prepay or, if applicable, (a) convert all
Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest
Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans, to
such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate
Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the
amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such
designation will avoid the need for such notice and will not, in the good faith judgment of such
Lender, otherwise be materially disadvantageous to such Lender.



     4.03 Inability to Determine Rates. If the Required Lenders determine that for any reason adequate
and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest
Period with respect to a proposed Eurodollar Rate Loan, or that the Eurodollar Rate for any
requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and
fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will
promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make
or maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon the
instruction of the Required Lenders) revokes such notice. Upon receipt of such




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notice, the
Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of
Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a
request for a Borrowing of Base Rate Loans in the amount specified therein.



     4.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans.



     (a) If any Lender determines that as a result of a Change in Law, or such Lender’s compliance
therewith, there shall be any increase in the cost to such Lender of agreeing to make or making,
funding or maintaining Eurodollar Rate Loans, or a reduction in the amount received or receivable
by such Lender in connection with any of the foregoing (excluding for purposes of this subsection
(a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to
which Section 4.01 shall govern), (ii) changes in the basis of taxation of, or in the rate
or amount of taxes imposed on or measured by reference to, overall net income or franchise taxes
(in lieu of net income taxes), or overall gross income by the United States or any other foreign
jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is
organized or maintains a Lending Office, (iii) taxes excluded by Section 4.01, and (iv)
reserve requirements contemplated by Section 4.04(c)), then from time to time within 20
days following delivery by such Lender of a certificate described in Section 4.06 (with a
copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such
additional amounts as will compensate such Lender for such increased cost or reduction.



     (b) If any Lender determines that a Change in Law regarding capital adequacy or compliance by
such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the
capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s
obligations hereunder (taking into consideration its policies with respect to capital adequacy and
such Lender’s desired return on capital), then from time to time upon demand of such Lender (with a
copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such
additional amounts as will compensate such Lender for such reduction.



     (c) The Borrower shall pay to each Lender, as long as such Lender shall be required to
maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency
funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the
unpaid principal amount of each Eurodollar Rate Loan, equal to the actual costs of such reserves
allocated to such Loan by such Lender (as determined by such Lender in good faith, which
determination shall be conclusive), which shall be due and payable on each date on which interest
is payable on such Loan, provided the Borrower shall have received at least 15 days’ prior
notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If
a Lender fails to give notice 15 days prior to the relevant Interest Payment Date, such additional
interest shall be due and payable 15 days from receipt of such notice.



     4.05 Compensation for Losses. Within 20 days following delivery by any Lender of a certificate
described in Section 4.06, upon demand of such Lender (with a copy to the Administrative
Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such
Lender harmless from any loss, cost or expense incurred by it as a result of:




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     (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate
Loan, on a day other than the last day of the Interest Period for such Loan (whether voluntary,
mandatory, automatic, by reason of acceleration, or otherwise); or



     (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a
Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan, on the date or
in the amount notified by the Borrower; or



     (c) any assignment of a Eurodollar Rate Loan, on a day other than the last day of the Interest
Period therefor as a result of a request by the Borrower pursuant to Section 11.16;


excluding any loss of anticipated profits but including any actual loss or expense arising from the
liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to
terminate the deposits from which such funds were obtained.




     4.06 Matters Applicable to all Requests for Compensation.



     A certificate of the Administrative Agent or any Lender claiming compensation under this
Article IV and setting forth the additional amount or amounts to be paid to it hereunder
and the basis and calculation thereof shall be conclusive in the absence of manifest error. In
determining such amount, the Administrative Agent or such Lender may use any reasonable averaging
and attribution methods. The Borrower may reasonably request copies of documentation supporting
such methods.



     Upon any Lender’s making a claim for compensation under Section 4.01 or 4.04 or
claiming the benefit of Section 4.02, the Borrower may replace such Lender in accordance with
Section 11.16.



     Notwithstanding any other provision of this Agreement to the contrary, the Borrower shall not
be under any obligation to compensate the Administrative Agent or any Lender under Sections
4.01, 4.04 or 4.05 with respect to any request to be compensated for any
losses, costs, expenses or other amounts relating to any period prior to the date that is 180 days
prior to such request if such Lender or the Administrative Agent, as the case may be, knew of the
circumstances giving rise to such losses, costs, expenses or amounts.



     4.07 Survival. All of the Borrower’s obligations under this Article IV shall survive
termination of the Aggregate Commitments and repayment of all other Obligations hereunder.




[Devon Credit Agreement]



34









 





ARTICLE V.

CONDITIONS PRECEDENT TO BORROWINGS




     5.01 Conditions to Effectiveness of this Agreement. This Agreement is being executed and delivered
on the Closing Date and shall become effective as of the Closing Date upon the satisfaction of the
following conditions precedent:



     (a) The Administrative Agent’s receipt of the following, each of which shall be originals or
facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a
Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of
certificates of governmental officials, a recent date before the Closing Date) and each in form and
substance satisfactory to the Administrative Agent and each of the Lenders:




     (i) executed counterparts of this Agreement and the Devon Financing ULC Guaranty,
sufficient in number for distribution to the Administrative Agent, each Lender and the
Borrower;




     (ii) a Note executed by the Borrower, as applicable in favor of each Lender requesting
a Note;




     (iii) such certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of each Loan Party as the
Administrative Agent may reasonably require evidencing the identity, authority and
capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in
connection with this Agreement and the other Loan Documents to which such Loan Party is a
party;




     (iv) such documents and certificates as the Administrative Agent may reasonably require
to evidence that each Loan Party is duly organized or formed, validly existing and in good
standing issued by appropriate public officials of the jurisdiction of such Loan Party’s
organization or formation;




     (v) favorable opinions of (i) Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the
Loan Parties and (ii) Stewart McKelvey Stirling Seales, counsel to Devon Financing ULC, in
each case addressed to the Administrative Agent and each Lender, as to the matters set forth
in Exhibit F, as applicable, and such other matters concerning the Loan Parties and
the Loan Documents as the Required Lenders may reasonably request;




     (vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that
the conditions specified in Sections 5.02(a) and (b) have been satisfied, (B) that
there has been no event or circumstance since the date of the Audited Financial Statements
that has had or could be reasonably expected to have, either individually or in the
aggregate, a Material Adverse Effect; and (C) the current Debt Ratings; and




     (vii) a duly completed Compliance Certificate as of March 31, 2007, signed by a
Responsible Officer of the Borrower.



     (b) Any fees required to be paid on or before the Closing Date shall have been paid.




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     (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and
documented Attorney Costs of the Administrative Agent to the extent invoiced prior to the Closing
Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of
Attorney Costs incurred or to be incurred by it through the closing proceedings; provided
that such estimate shall not thereafter preclude a final settling of accounts between the
Borrower and the Administrative Agent; and provided further that, as used in this
Section 5.01(c), “Attorney Costs” shall include (i) all fees, expenses and disbursements of
only one law firm constituting counsel to the Administrative Agent.



     5.02 Conditions to all Borrowings. The obligations of each Lender to honor any Loan Notice (other
than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of
Loans) are subject to the following conditions precedent:



     (a) The representations and warranties of the Borrower and each other Loan Party (i) which are
contained in Article VI, any other Loan Document, such Loan Notice and the most recent
Compliance Certificate delivered to Administrative Agent prior to the requested date for such
Borrowing, or (ii) which are contained in any other document furnished at any time under
or in connection herewith or therewith that specifically states therein that such
representations and warranties are being made for the benefit of the Lenders and the Administrative
Agent, shall be true and correct (in the case of each representation and warranty described in
clause (i) or (ii) immediately preceding) in all material respects on and as of the date of such
Borrowing, except to the extent that such representations and warranties specifically refer to an
earlier date, in which case they shall be true and correct in all material respects as of such
earlier date.



     (b) No Default shall exist, or would result from such proposed Borrowing.



     (c) The Administrative Agent shall have received a Loan Notice in accordance with the
requirements hereof.


Each Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type
or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a
representation and warranty that the conditions specified in Sections 5.02(a) and
(b) have been satisfied on and as of the date of the applicable Borrowing.




     5.03 Confirmation of Conditions to Effectiveness of this Agreement. The Administrative Agent shall
provide prompt written notice to the Borrower and the Lenders of the satisfaction (or waiver) of
the conditions precedent set forth in Section 5.01 and the effectiveness of this Agreement.



ARTICLE VI.

REPRESENTATIONS AND WARRANTIES




     To confirm each Lender’s understanding concerning Restricted Persons and Restricted Persons’
businesses, properties and obligations and to induce each Lender to enter into this Agreement and
to extend credit hereunder, the Borrower represents and warrants to each Lender with respect to all
of the following matters that:




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     6.01 No Default. No event has occurred and is continuing which constitutes a Default.



     6.02 Organization and Good Standing. Each Restricted Person is duly organized, validly
existing and in good standing under the Laws of its jurisdiction of organization, having all powers
required to carry on its business and enter into and carry out the transactions contemplated
hereby. Each Restricted Person is duly qualified, in good standing, and authorized to do business
in all other jurisdictions within the United States where the failure to so qualify would have a
Material Adverse Effect. Each Restricted Person has taken all actions and procedures customarily
taken in order to enter, for the purpose of conducting business or owning property, each
jurisdiction outside the United States where the failure to take such actions or procedures would
have a Material Adverse Effect.



     6.03 Authorization
.. The Borrower has duly taken all action necessary to authorize the execution and delivery by
it of the Loan Documents to which it is a party and to authorize the consummation of the
transactions contemplated thereby and the performance of its obligations thereunder. The Borrower
is duly authorized to make Borrowings hereunder.



     6.04 No Conflicts or Consents. The execution and delivery by the various Restricted Persons
of the Loan Documents to which each is a party, the performance by each of its obligations under
such Loan Documents, and the consummation of the transactions contemplated by the various Loan
Documents, do not and will not conflict with any provision of (A) any Law, (B) the Organizational
Documents of any Restricted Person, or (C) any agreement, judgment, license, order or permit
applicable to or binding upon any Restricted Person unless such conflict would not reasonably be
expected to have a Material Adverse Effect, or result in the acceleration of any Indebtedness owed
by any Restricted Person which would reasonably be expected to have a Material Adverse Effect, or
result in or require the creation of any Lien upon any assets or properties of any Restricted
Person 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 any Restricted Person of any Loan Document or to consummate any transactions
contemplated by the Loan Documents, unless failure to obtain such consent, approval, authorization
or order or provide such notice or filing would not reasonably be expected to have a Material
Adverse Effect.



     6.05 Enforceable Obligations. This Agreement is, and the other Loan Documents when duly
executed and delivered will be, legal, valid and binding obligations of each Restricted Person
which is a party hereto or thereto, enforceable in accordance with their terms except as such
enforcement may be limited by applicable Debtor Relief Laws.



     6.06 Full Disclosure. No certificate, statement or other information delivered herewith or
heretofore by any Restricted Person to any Lender in connection with the negotiation of this
Agreement or in connection with any transaction contemplated hereby contains any untrue statement
of a material fact or when taken together with all reports, statements, schedules and other
information included in filings made by the Borrower and its Subsidiaries with the SEC
(collectively, “SEC Filings”) omits to state any material fact known to any Restricted
Person (other than industry-wide risks normally associated with the types of businesses conducted
by Restricted Persons) necessary to make the statements contained herein or therein




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not misleading
as of the date made or deemed made. There is no fact known to any Restricted Person (other than
industry-wide risks normally associated with the types of businesses conducted by Restricted
Persons) that has not been disclosed in the SEC Filings or a Disclosure Report to each Lender in
writing which would reasonably be expected to have a Material Adverse Effect.



     6.07 Litigation
.. Except as disclosed in the SEC Filings or in the Disclosure Schedule or a Disclosure Report
there are no actions, suits or legal, equitable, arbitrative or administrative proceedings pending,
or to the knowledge of any Restricted Person threatened, against any Restricted Person before any
Governmental Authority which would reasonably be expected to have a Material Adverse Effect, and
there are no outstanding judgments, injunctions, writs, rulings or orders by any such Governmental
Authority against any Restricted Person which would reasonably be expected to have a Material
Adverse Effect.



     6.08 ERISA Plans and Liabilities. All ERISA Plans and Multiemployer Plans existing as of the date
hereof are listed in the Disclosure Schedule. Except as disclosed in the Disclosure Schedule, in
the SEC Filings or a Disclosure Report, no Termination Event when taken together with all other
Termination Events, would reasonably be expected to have a Material Adverse Effect. Except as set
forth in the Disclosure Schedule or in the Annual Report on Form 10K or the Quarterly Report on
Form 10Q of the Borrower filed with the SEC, (i) no “accumulated funding deficiency” (as defined in
Section 412(a) of the Internal Revenue Code) exists with respect to any ERISA Plan, whether or not
waived by the Secretary of the Treasury or his delegate, (ii) the total amount of withdrawal
liability that would be incurred by all ERISA Affiliates upon their complete withdrawal from all
Multiemployer Plans would not reasonably be expected to exceed the Threshold Amount, and (iii) the
total present value of all unfunded benefit liabilities within the meaning of Title IV of ERISA of
all ERISA Plans (based upon the actuarial assumptions used to fund each such Plan) did not, as of
the respective annual valuation dates for the most recently ended plan year of each such plan,
exceed the Threshold Amount.



     6.09 Environmental and Other Laws. Except as disclosed in the Disclosure Schedule, Restricted
Persons are conducting their businesses in material compliance with all applicable Laws, including
Environmental Laws, and have and are in compliance with all licenses and permits required under any
such Laws, unless failure to so comply would not reasonably be expected to have a Material Adverse
Effect; none of the operations or properties of any Restricted Person is the subject of federal,
state or local investigation evaluating whether any material remedial action is needed to respond
to a release of any Hazardous Materials into the environment or to the improper storage or disposal
(including storage or disposal at offsite locations) of any Hazardous Materials, unless such
remedial action would not reasonably be expected to have a Material Adverse Effect; and no
Restricted Person (and to the best knowledge of the Borrower, no other Person) has filed any notice
under any Law indicating that any Restricted Person is responsible for the improper release into
the environment, or the improper storage or disposal, of any material amount of any Hazardous
Materials or that any Hazardous Materials have been improperly released, or are improperly stored
or disposed of, upon any property of any Restricted Person, unless such failure to so comply would
not reasonably be expected to have a Material Adverse Effect.




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38









 





     6.10 Material Subsidiaries
.. As of the date hereof, the Borrower does not have any Material Subsidiary except those
listed in the Disclosure Schedule, and the Borrower owns, directly or indirectly, the equity
interest in each of its Material Subsidiaries which is indicated in the Disclosure Schedule.



     6.11 Title to Properties; Licenses. Each Restricted Person has good and defensible title to
all of its material properties and assets, free and clear of all Liens other than Permitted Liens
and of all impediments to the use of such properties and assets in such Restricted Person’s
business except to the extent failure to have such title would not have a Material Adverse Effect.
Each Restricted Person possesses all licenses, permits, franchises, patents, copyrights, trademarks
and trade names, and other intellectual property (or otherwise possesses the right to use such
intellectual property) which are necessary to carry out its business as presently conducted and as
presently proposed to be conducted hereafter except to the extent failure to possess such licenses,
permits, franchises, and intellectual property would not have a Material Adverse Effect, and no
Restricted Person is in violation in any material respect of the terms under which it possesses
such intellectual property or the right to use such intellectual property except to the extent any
such violation would not have a Material Adverse Effect.



     6.12 Government Regulation. No Restricted Person owing Obligations is or is required to be
registered as an “investment company” under the Investment Company Act of 1940.



     6.13 Solvency. Upon giving effect to the issuance of the Notes, the execution of each Loan
Document by the Borrower and the consummation of the transactions contemplated hereby, the Borrower
will be solvent (as such term is used in applicable bankruptcy, liquidation, receivership,
insolvency or similar Laws).



ARTICLE VII.

AFFIRMATIVE COVENANTS




     So long as any Lender shall have any Commitment hereunder or any Loan or interest thereon or
fee owed hereunder shall remain unpaid or unsatisfied, the Borrower shall, and shall cause each
applicable Restricted Subsidiary to, comply with the following covenants:



     7.01 Payment and Performance. The Borrower will pay all amounts due and payable by the
Borrower under the Loan Documents in accordance with the terms thereof and will observe, perform
and comply with every covenant and term in the Loan Documents applicable to it. The Borrower will
cause each other Restricted Person to observe, perform and comply with every such term and covenant
in any Loan Document applicable to it.



     7.02 Books, Financial Statements and Reports
.. Each Restricted Person will at all times maintain full and accurate books of account and
records. The Borrower will furnish the following statements and reports to Administrative Agent at
the Borrower’s expense:



     (a) Within five (5) Business Days of being filed with the SEC, and in any event within ninety
(90) days after the end of each Fiscal Year, complete consolidated financial statements of the
Borrower together with all notes thereto, prepared in reasonable detail in accordance with GAAP,
together with an unqualified opinion, based on an audit using generally




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accepted auditing
standards, by KPMG Peat Marwick L.L.P., or other independent certified public accountants selected
by the Borrower and reasonably acceptable to Administrative Agent, stating that such consolidated
financial statements have been so prepared. These financial statements shall contain a
consolidated balance sheet as of the end of such Fiscal Year and consolidated statements of
earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth
in comparative form the corresponding figures for the preceding Fiscal Year. In addition, together
with each such set of financial statements, the Borrower will furnish to Administrative Agent a
Compliance Certificate signed by a Responsible Officer of the Borrower, stating that such financial
statements are accurate and complete, stating that such Person has reviewed or caused to be
reviewed the Loan Documents, containing all calculations required to be made to show compliance or
non-compliance with the provisions of Section 8.06, and further stating that to such
Person’s best knowledge there is no condition or event at the end of such Fiscal Year or at the
time of such certificate which constitutes a Default or, if a Default exists, specifying the nature
and period of existence of any such condition or event.



     (b) Within five (5) Business Days of being filed with the SEC, and in any event within
forty-five (45) days after the end of each Fiscal Quarter, the Borrower’s consolidated and
consolidating balance sheet and income statement as of the end of such Fiscal Quarter and a
consolidated statement of cash flows for the period from the beginning of the then current Fiscal
Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with
GAAP, subject to changes resulting from normal year-end adjustments. In addition the Borrower
will, together with each such set of financial statements, furnish a Compliance Certificate signed
by a Responsible Officer of the Borrower stating that such financial statements are accurate and
complete (subject to normal year-end adjustments), stating that such Person has reviewed or caused
to be reviewed the Loan Documents, containing all calculations required to be made by the Borrower
to show compliance or non-compliance with the provisions of Section 8.06 and further
stating that to such Person’s best knowledge there is no condition or event at the end of such
Fiscal Quarter or at the time of such certificate which constitutes a Default or if a Default
exists, specifying the nature and period of existence of any such condition or event.



     (c) Promptly upon their becoming available, copies of all financial statements, reports,
notices and proxy statements sent by the Borrower to its stockholders and all registration
statements, periodic reports and other statements and schedules filed by the Borrower with any
securities exchange, the SEC or any similar Governmental Authority, including any information or
estimates with respect to the Borrower’s oil and gas business (including its exploration,
development and production activities) which are required to be furnished in the Borrower’s annual
report pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended.



     Documents required to be delivered pursuant to this Section 7.02 (to the extent any
such documents are included in materials otherwise filed with the SEC) may be delivered
electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on
which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on
the Internet at the website address listed on Schedule 11.02; or (ii) on which such
documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which
each Lender and the Administrative Agent have access (whether a commercial, third-party website or




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whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall
deliver paper copies of such documents to the Administrative Agent or any Lender that requests the
Borrower to deliver such paper copies until a written request to cease delivering paper copies is
given by the Administrative Agent or such Lender and (ii) the Borrower shall notify (which may be
by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any
such documents and provide to the Administrative Agent by electronic mail electronic versions
(i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every
instance the Borrower shall be required to provide paper copies of the Compliance Certificates
required by this Section 7.02 to the Administrative Agent. Except for such Compliance
Certificates, the Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to above, and in any event shall have no responsibility
to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be
solely responsible for requesting delivery to it or maintaining its copies of such documents.



     The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead
Arrangers will make available to the Lenders materials and/or information provided by or on behalf
of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower
Materials on IntraLinks or another similar electronic system (the “Platform”) and (b)
certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive
material non-public information with respect to the Borrower or its securities) (in this Section,
each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that
are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”
which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page
thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have
authorized the Administrative Agent, the Joint Lead Arrangers, and the Lenders to treat the
Borrower Materials as not containing any material non-public information with respect to the
Borrower or its securities for purposes of United States Federal and state securities laws
(provided, however, that to the extent the Borrower Materials constitute Information, they shall be
treated as set forth in Section 11.02); (y) all Borrower Materials marked “PUBLIC” are
permitted to be made available through a portion of the Platform designated “Public Investor;” and
(z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat the Borrower
Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the
Platform not designated “Public Investor.” Notwithstanding any provision or implication herein to
the contrary, the Borrower shall not be under any obligation to mark any Borrower Materials
“PUBLIC”.



     7.03 Other Information and Inspections
.. Each Restricted Person will furnish to each Lender any information which Administrative
Agent may from time to time reasonably request concerning any covenant, provision or condition of
the Loan Documents or any matter in connection with such Persons’ businesses and operations. Each
Restricted Person will permit representatives appointed by Administrative Agent (including
independent accountants, auditors, agents, and attorneys) to visit and inspect upon prior written
notice during normal business hours, at the Administrative Agent’s expense (except during the
continuance of an Event of Default), any of such Restricted Person’s property, including its books
of account, other books and records, and any facilities or other business assets, and to make extra
copies therefrom and




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photocopies and photographs thereof, and to write down and record any
information such representatives obtain, and each Restricted Person shall permit Administrative
Agent or its representatives to investigate and verify the accuracy of the information furnished to
Administrative Agent or any Lender in connection with the Loan Documents and to discuss all such
matters with its officers, employees and representatives.



     7.04 Notice of Material Events. The Borrower will promptly notify each Lender in writing,
stating that such notice is being given pursuant to this Agreement, of:



     (a) the occurrence of any event which would have a Material Adverse Effect,



     (b) the occurrence of any Default,



     (c) the acceleration of the maturity of any Indebtedness for borrowed money owed by any
Restricted Person having a principal balance of more than $150,000,000, or of any default by any
Restricted Person under any indenture, mortgage, agreement, contract or other instrument to which
any of them is a party or by which any of them or any of their properties is bound, if such default
would have a Material Adverse Effect,



     (d) the occurrence of any Termination Event which could reasonably be expected to cause (i)
the total amount of withdrawal liability that would be incurred by all ERISA Affiliates upon their
complete withdrawal from all Multiemployer Plans to exceed the Threshold Amount, or (ii) the
aggregate amount of unfunded liabilities with respect to ERISA Plans to exceed the Threshold
Amount,



     (e) any claim that has a reasonable possibility of resulting in liability equal to or greater
than the Threshold Amount, any notice under any Environmental Laws that has a reasonable
possibility of resulting in liability which exceeds such amount, or any other material adverse
claim asserted against any Restricted Person or with respect to any Restricted Person’s properties,



     (f) the filing of any suit or proceeding against any Restricted Person which might reasonably
be expected to have a Material Adverse Effect,



     (g) any announcement by Moody’s or S&P of any change in the Debt Rating, and



     (h) any change in its Fiscal Year.



     7.05 Maintenance of Properties. Each Restricted Person will maintain, preserve, protect, and
keep all property used or useful in the conduct of its business in good condition, and will from
time to time make all repairs, renewals and replacements needed to enable the business and
operations carried on in connection therewith to be promptly and advantageously conducted at all
times except to the extent failure to do so would not reasonably be expected to have a Material
Adverse Effect.



     7.06 Maintenance of Existence and Qualifications. Subject to Section 8.03 and
Section 8.04, each Restricted Person will maintain and preserve its existence and its
rights and




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franchises in full force and effect and will qualify to do business in all states or
jurisdictions where the failure so to qualify will have a Material Adverse Effect.



     7.07 Payment of Taxes, etc. Each Restricted Person will timely file all required tax returns;
timely pay all taxes, assessments, and other governmental charges or levies imposed upon it or upon
its income, profits or property; and maintain appropriate accruals and reserves for all of the
foregoing in accordance with GAAP. Each Restricted Person may, however, delay paying or
discharging any of the foregoing so long as (i) it is in good faith contesting the validity thereof
by appropriate proceedings and has set aside on its books adequate reserves therefor, or (ii) the
failure to pay or discharge such tax (or file any return with respect thereto) would not reasonably
be expected to result in a Lien that would violate Section 8.02.



     7.08 Insurance. Each Restricted Person will keep or cause to be kept insured in accordance
with industry standards by financially sound and reputable insurers, its surface equipment and
other property of a character usually insured by similar Persons engaged in the same or similar
businesses.



     7.09 Compliance with Law. Each Restricted Person will conduct its business and affairs in
compliance with all Laws applicable thereto except to the extent failure to do so would not
reasonably be expected to have a Material Adverse Effect.



     7.10 Environmental Matters.



     (a) Each Restricted Person will comply in all material respects with all Environmental Laws
now or hereafter applicable to such Restricted Person, as well as all contractual obligations and
agreements with respect to environmental remediation or other environmental matters, and shall
obtain, at or prior to the time required by applicable Environmental Laws, all environmental,
health and safety permits, licenses and other authorizations necessary for its operations and will
maintain such authorizations in full force and
effect, unless such failure to so comply would not reasonably be expected to have a Material
Adverse Effect.



     (b) The Borrower will promptly furnish to Administrative Agent all written notices of
violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings
received by the Borrower, or of which it has notice, pending or threatened against any Restricted
Person, by any Governmental Authority with respect to any alleged violation of or non-compliance
with any Environmental Laws or any permits, licenses or authorizations in connection with its
ownership or use of its properties or the operation of its business which has a reasonable
possibility of resulting in a liability or claim in excess of the Threshold Amount.



     7.11 Use of Proceeds. The Borrower shall use the proceeds of the Borrowings for commercial paper
backstop and other general corporate purposes not in contravention of any Law or of any Loan
Document. If proceeds of the Borrowings are used for a purpose which is governed by Reg U, the
Borrower shall comply with Reg U in all respects.



     7.12 Additional Guarantors. At its option, the Borrower may designate any Domestic Subsidiary
as a Guarantor by giving the Administrative Agent revocable written notice thereof, and promptly
after such notification (and in any event within ten (10) Business Days),




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cause such Domestic
Subsidiary to (a) become a Guarantor by executing and delivering to the Administrative Agent a
guaranty substantially in the form of the Devon Financing ULC Guaranty or such other document as
the Administrative Agent shall deem appropriate for such purpose, and (b) deliver to the
Administrative Agent, with respect to such Guarantor, documents of the types referred to in clauses
(iii) and (iv) of Section 5.01(a) and favorable opinions of counsel to such Person (which
shall cover, among other things, the legality, validity, binding effect and enforceability of the
documentation referred to in the preceding clause (a)), all in form, content and scope reasonably
satisfactory to the Administrative Agent.



ARTICLE VIII.

NEGATIVE COVENANTS OF THE BORROWER




     So long as any Lender shall have any Commitment hereunder or any Loan or interest thereon or
any fee hereunder shall remain unpaid or unsatisfied, the Borrower shall not, nor shall it permit
any Restricted Subsidiary to, directly or indirectly:



     8.01 Indebtedness. No Restricted Subsidiary will in any manner owe or be liable for
Indebtedness except:



     (a) the Obligations;



     (b) capital lease obligations (excluding oil, gas or mineral leases) entered into in the
ordinary course of such Restricted Subsidiary’s business in arm’s length transactions at
competitive market rates under competitive terms and conditions in all respects, provided that such
capital lease obligations required to be paid in any Fiscal Year do not in the aggregate exceed
$100,000,000 for all Restricted Subsidiaries;



     (c) unsecured Indebtedness owed among the Borrower and its Subsidiaries, excluding any
Indebtedness owed by a Restricted Subsidiary to an Unrestricted Subsidiary that has been
transferred, assigned or pledged to a Person other than the Borrower or a Subsidiary of the
Borrower; provided that Indebtedness owed by any such Subsidiary to the Borrower may be secured by
any and all assets of such Subsidiary;



     (d) guaranties by one Restricted Subsidiary of liabilities owed by another Restricted Person,
if such liabilities either are not Indebtedness or are allowed under subsections (a), (b) or (c)
of this Section 8.01;



     (e) Indebtedness of the Restricted Subsidiaries for plugging and abandonment bonds or for
letters of credit issued in place thereof which are required by regulatory authorities in the area
of operations, and Indebtedness of the Restricted Subsidiaries for other bonds or letters of credit
which are required by such regulatory authorities with respect to other normal oil and gas
operations;



     (f) non-recourse Indebtedness as to which no Restricted Person provides any guaranty or credit
support of any kind (including any undertaking, guarantee, indemnity, agreement or instrument that
would constitute Indebtedness) or is directly or indirectly liable (as




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a guarantor or otherwise);
provided, that after giving effect to such Indebtedness outstanding from time to time, the
Borrower is not in violation of Section 8.06;



     (g) Indebtedness of a Guarantor that is subordinated to the Obligations of such Person on
terms which, in the reasonable opinion of the Administrative Agent, are customary for such
Indebtedness or are otherwise acceptable;



     (h) Acquired Debt;



     (i) Indebtedness under Swap Contracts;



     (j) Indebtedness relating to the surety bond and letter of credit obligations (including
replacements thereof) listed on the Disclosure Schedule and Indebtedness relating to the undrawn
amount of surety bonds and letters of credit (exclusive of the surety bonds and letter of credit
obligations listed on the Disclosure Schedule and replacements thereof) incurred in the ordinary
course of business not to exceed 2% of Consolidated Assets at any time;



     (k) Indebtedness arising under the Devon Trust Securities;



     (l) Indebtedness owed by Devon Financing ULC, including Indebtedness of Devon Financing ULC
with respect to guaranties of Indebtedness of the Borrower, to the extent the Borrower is in
compliance with the terms of Section 8.06 at the time such guaranties are
executed and delivered, provided that in each case, the Devon Financing ULC Guaranty remains a
valid, binding and enforceable obligation of Devon Financing ULC or, if the Devon Financing ULC
Guaranty has been terminated, replacement guaranty agreements on the same terms are executed by
Devon Financing ULC and delivered to Administrative Agent, pursuant to this Agreement (along with
documents with respect to Devon Financing ULC similar to those specified in clauses (iii) and (iv)
of Section 6.01(a));



     (m) Indebtedness outstanding on the Closing Date or thereafter incurred pursuant to funding
commitments in existence on the Closing Date and listed in the Disclosure Schedule, as the same may
be amended, supplemented or modified from time to time or extended, renewed, restructured,
refinanced or replaced, so long as no Restricted Subsidiary increases (except for the purpose of
paying any prepayment premium or any fees and expenses incurred in connection with such extension,
renewal, restructuring, refinancing or replacement ) the aggregate principal amount thereof for
which such Restricted Subsidiary (or any other Restricted Subsidiary) is then or may thereafter
become liable;



     (n) Indebtedness of Restricted Subsidiaries that are Guarantors to the extent the Borrower is
in compliance with the terms of Section 8.06 at the time such Indebtedness is incurred; and



     (o) miscellaneous items of Indebtedness of all Restricted Subsidiaries not otherwise permitted
in subsections (a) through (n) 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.




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     8.02 Limitation on Liens. Except for Permitted Liens, no Restricted Person will create,
assume or permit to exist any Lien upon any of the properties or assets which it now owns or
hereafter acquires.



     8.03 Fundamental Changes. The Borrower shall not consolidate with or merge or amalgamate with
or into any other Person or convey, transfer or lease its properties and assets substantially as an
entirety to any Person unless:



     (a) (i) in the case of a merger or amalgamation, the Borrower is the surviving entity; or





     (ii) the Person formed by such consolidation or into which the Borrower is merged or
the Person which acquires by conveyance or transfer, or which leases, the properties and
assets of the Borrower substantially as an entirety shall be a corporation, partnership,
limited liability company or trust, shall be organized and existing under the laws of the
United States of America, any state thereof or the District of Columbia, shall have
non-credit enhanced, senior unsecured long-term Indebtedness rated “investment grade” by S&P
or Moody’s (or, in the event the Borrower did not have non-credit enhanced, senior unsecured
long-term Indebtedness rated “investment grade” by S&P or
Moody’s immediately preceding such transaction, such Person shall have non-credit
enhanced, senior unsecured long-term Indebtedness that is not rated lower by S&P or Moody’s
than S&P’s or Moody’s ratings, respectively, of the Borrower’s non-credit enhanced, senior
unsecured long-term Indebtedness immediately preceding such transaction), and shall
expressly assume, by an agreement supplemental hereto, executed and delivered to the
Administrative Agent, in form reasonably satisfactory to the Administrative Agent, the
obligations of the Borrower hereunder, including the due and punctual payment of the
principal of and interest on all the Loans, and the performance of every covenant of this
Agreement on the part of the Borrower to be performed or observed; and



     (b) immediately after giving effect to such transaction, no Default or Event of Default shall
have occurred and be continuing.



     8.04 Transactions with Affiliates. No Restricted Person will engage in any material
transaction with any of its Affiliates on terms which are less favorable in any material respect to
it than those which would have been obtainable at the time in arm’s-length dealing with Persons
other than such Affiliates, provided that such restriction shall not apply to transactions among
the Borrower and its Subsidiaries (including such transactions among such Subsidiaries).



     8.05 Prohibited Contracts. Except as expressly provided for in the Loan Documents, the Santa
Fe Snyder Indentures, and documents and instruments evidencing or governing Indebtedness (or
commitments with respect thereto) listed on the Disclosure Schedule or Acquired Debt, no Restricted
Person will, directly or indirectly, enter into any Contractual Obligation (other than this
Agreement or any other Loan Document) that limits the ability of any Subsidiary to make Restricted
Payments to the Borrower or otherwise to transfer property to the Borrower, other than any
limitation which would not be reasonably expected to materially impair the ability of the Borrower
to perform its monetary obligations hereunder.




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     8.06 Funded Debt to Total Capitalization. The ratio of the Borrower’s Consolidated Total
Funded Debt to the Borrower’s Total Capitalization will not exceed sixty-five percent (65%) at the
end of any Fiscal Quarter.



     8.07 Devon Trust; Devon Trust Securities. Devon Trust is a Restricted Person and shall exist
for the exclusive purposes of issuing the Devon Trust Securities, investing the gross proceeds of
the Devon Trust Securities in the Subordinated Borrower Debentures and engaging in only those other
activities necessary or incidental thereto. The Borrower shall exercise its option to defer
interest payments on the Subordinated Borrower Debentures rather than default on such interest
payments. Devon Trust shall not redeem the Devon Trust Securities prior to their stated maturity,
and the Borrower shall not prepay or redeem the Subordinated Borrower Debentures prior to their
stated maturity, unless both immediately before and immediately after any such proposed prepayment
or redemption,
the Borrower is in compliance with Section 8.06 and no Default or Event of Default
under Section 9.01(a), (f) or (h) is continuing.



ARTICLE IX.

EVENTS OF DEFAULT AND REMEDIES




     9.01 Events of Default. Each of the following events constitutes an Event of Default under
this Agreement:



     (a) The Borrower or any Guarantor fails to pay any principal component of any Obligation
payable by it when due and payable or fails to pay any interest thereon or fee payable by it within
three (3) Business Days after the date when due and payable or fails to pay any other Obligation
within ten (10) Business Days after the date when due and payable, whether at a date for the
payment of a fixed installment or as a contingent or other payment becomes due and payable or as a
result of acceleration or otherwise;



     (b) Any “default” or “event of default” occurs under any Loan Document which defines either
such term, and the same is not remedied within the applicable period of grace (if any) provided in
such Loan Document;



     (c) Any Restricted Person fails (other than as referred to in subsections (a) or (b) above) to
(i) duly comply with Section 7.11 of this Agreement or (ii) duly observe, perform or comply
with any other covenant, agreement, condition or provision of any Loan Document, and such failure
remains unremedied for a period of thirty (30) days after notice of such failure is given by
Administrative Agent to the Borrower;



     (d) Any representation or warranty previously, presently or hereafter made in writing by or on
behalf of any Restricted Person (i) in any Loan Document, any Loan Notice or the most recent
Compliance Certificate delivered to Administrative Agent, or (ii) in any other document furnished
at any time under or in connection herewith or therewith that specifically states therein that such
representations and warranties are being made for the benefit of the Lenders and the Administrative
Agent, shall (in the case of any representation or warranty described in clause (i) or (ii)
immediately preceding) prove to have been false or incorrect in any material respect on any date on
or as of which made, provided that if such falsity or lack of correctness is capable of being
remedied or cured within a 30-day period, the Borrower shall (subject to the other




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provisions of
this Section 9.01) have a period of 30 days after written notice thereof has been given to
the Borrower by Administrative Agent within which to remedy or cure such falsity or lack of
correctness; or this Agreement, any Note, or Guaranty executed by any Guarantor is asserted to be
or at any time ceases to be valid, binding and enforceable in any material respect as warranted in
Section 6.05 for any reason other than its release or subordination by Administrative
Agent;



     (e) Any Restricted Person (i) fails to duly pay any Indebtedness in excess of $150,000,000
constituting principal or interest owed by it with respect to borrowed money or money otherwise
owed under any note, bond, or similar instrument, or (ii) breaches or defaults in
the performance of any agreement or instrument by which any such Indebtedness is issued,
evidenced, governed, or secured, other than a breach or default described in clause (i) above, and
any such failure, breach or default under this clause (ii) results in the acceleration of such
Indebtedness; provided that notwithstanding any provision of this subsection (e) to the contrary,
to the extent that the terms of any such agreement or instrument governing the sale, pledge or
disposal of Margin Stock or utilization of the proceeds of such Indebtedness in connection
therewith would result in such acceleration and in a Default or an Event of Default under this
Agreement, and would cause this Agreement or any Loan to be subject to the margin requirements or
any other restriction under Reg U, then such acceleration shall not constitute a Default or Event
of Default under this subsection (e);



     (f) Either of the following occurs: (i) a Termination Event occurs and the total amount of
withdrawal liability that would be incurred by all ERISA Affiliates upon their complete withdrawal
from all Multiemployer Plans would reasonably be expected to exceed the Threshold Amount, or (ii) a
Termination Event occurs and the total present value of all unfunded benefit liabilities within the
meaning of Title IV of ERISA of all ERISA Plans (based upon the actuarial assumptions used to fund
each such Plan) would reasonably be expected to exceed the Threshold Amount;



     (g) Any Change of Control occurs; or



     (h) The Borrower, any Guarantor or any other Restricted Person having assets with a book value
equal to or greater than the Threshold Amount:




     (i) institutes or consents to the institution of any proceeding under any Debtor Relief
Law, or makes an assignment for the benefit of creditors; or applies for or consents to the
appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or
similar officer for it or for all or any material part of its property; or any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed
without the application or consent of such Person and the appointment continues undischarged
or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to
any such Person or to all or any material part of its property having a book value equal to
or greater than the Threshold Amount is instituted without the consent of such Person and
continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in
any such proceeding; or




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48









 






     (ii) becomes unable or admits in writing its inability or fails generally to pay its
debts as they become due; or




     (iii) suffers a writ or warrant of attachment or similar process to be issued by any
Governmental Authority against all or any part of its property having a book value equal to
or greater than the Threshold Amount, and such writ or warrant of attachment or any similar
process is not stayed or released within 30 days after the entry or levy thereof or after
any stay is vacated or set aside; or




     (iv) there is entered against any such Person a final judgment or order for the payment
of money in an aggregate amount that exceeds (x) the valid and collectible insurance in
respect thereof or (y) the amount of an indemnity with respect thereto reasonably acceptable
to the Required Lenders by the Threshold Amount or more, unless the same is discharged
within thirty days after the date of entry thereof or an appeal or appropriate proceeding
for review thereof is taken within such period and a stay of execution pending such appeal
is obtained.



          9.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the
Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders,
take any or all of the following actions:



     (a) declare the commitment of each Lender to make Loans terminated, whereupon such commitments
and obligation shall be terminated;



     (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document
to be immediately due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived by the Borrower;



     (c) exercise on behalf of itself and the Lenders all rights and remedies available to it and
the Lenders under the Loan Documents or applicable Law;


provided however, that upon the occurrence of an actual or deemed entry of an order
for relief with respect to the Borrower under the Bankruptcy Code of the United States, the
obligation of each Lender to make Loans shall automatically terminate and the unpaid principal
amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically
become due and payable,




          9.03 Application of Funds. After the exercise of remedies provided for in Section 9.02 (or
after the Loans have automatically become immediately due and payable), any amounts received on
account of the Obligations shall be applied by the Administrative Agent in the following order:



     First, to payment of that portion of the Obligations constituting fees, indemnities,
expenses and other amounts (including Attorney Costs and amounts payable under Article IV)
payable to the Administrative Agent in its capacity as such;




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49









 





     Second, to payment of that portion of the Obligations constituting fees, indemnities
and other amounts (other than principal and interest) payable to the Lenders (including Attorney
Costs and amounts payable under Article IV), ratably among them in proportion to the
amounts described in this clause Second payable to them;



     Third, to payment of that portion of the Obligations constituting accrued and unpaid
interest on the Loans, ratably among the Lenders in proportion to the respective amounts described
in this clause Third payable to them;



     Fourth, to payment of that portion of the Obligations constituting unpaid principal of
the Loans, ratably among the Lenders in proportion to the respective amounts described in this
clause Fourth held by them; and



     Last, the balance, if any, after all of the Obligations have been paid in full, to the
Borrower or as otherwise required by Law.



ARTICLE X.

ADMINISTRATIVE AGENT




     10.01 Appointment and Authorization of Administrative Agent.




     (a) Each Lender hereby irrevocably appoints, designates and authorizes the Administrative
Agent to take such action on its behalf under the provisions of this Agreement and each other Loan
Document and to exercise such powers and perform such duties as are expressly delegated to it by
the terms of this Agreement or any other Loan Document, together with such powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in
any other Loan Document, the Administrative Agent shall not have any duties or responsibilities,
except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to
have any fiduciary relationship with any Lender or participant, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement
or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting
the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan
Documents with reference to the Administrative Agent is not intended to connote any fiduciary or
other implied (or express) obligations arising under agency doctrine of any applicable Law.
Instead, such term is used merely as a matter of market custom, and is intended to create or
reflect only an administrative relationship between independent contracting parties.



     10.02 Delegation of Duties. The Administrative Agent may execute any of its duties under this
Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact, and
shall be entitled to advice of counsel and other consultants or experts concerning all matters
pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or
misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or
willful misconduct.




[Devon Credit Agreement]



50









 





          10.03 Liability of Administrative Agent. No Agent-Related Person shall (a) be liable for any
action taken or omitted to be taken by any of them under or in connection with this Agreement or
any other Loan Document or the transactions contemplated hereby (except for its own gross
negligence or willful misconduct in connection with its duties expressly set forth herein), or (b)
be responsible in any manner to any Lender or participant for any recital, statement,
representation or warranty made by any Loan Party or any officer thereof, contained herein or in
any other Loan Document, or in any certificate, report, statement or other document referred to or
provided for in, or received by the Administrative Agent under or in connection with, this
Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Loan Document, or for any failure of any Loan Party
or any other party to any Loan Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to
inquire as to the observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties, books or records of
any Loan Party or any Affiliate thereof.




          10.04 Reliance by Administrative Agent.




     (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, communication, signature, resolution, representation, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail
message, statement or other document or conversation believed by it to be genuine and correct and
to have been signed, sent or made by the proper Person or Persons, and upon advice and statements
of legal counsel (including counsel to any Loan Party), independent accountants and other experts
selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing
or refusing to take any action under any Loan Document unless it shall first receive such advice or
concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first
be indemnified to its satisfaction by the Lenders against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting,
under this Agreement or any other Loan Document in accordance with a request or consent of the
Required Lenders (or such greater number of Lenders as may be expressly required hereby in any
instance) and such request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders.



     (b) For purposes of determining compliance with the conditions specified in Section
5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved
or accepted or to be satisfied with, each document or other matter required thereunder to be
consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative
Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.



          10.05 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice
of the occurrence of any Default, except with respect to defaults in the payment of principal,
interest and fees required to be paid to the Administrative Agent for the account of the Lenders,
unless the Administrative Agent shall have received written notice from




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a Lender or the Borrower referring to this Agreement, describing such Default and stating that such
notice is a “notice of default.” The Administrative Agent will notify the Lenders of its receipt
of any such notice. The Administrative Agent shall take such action with respect to such Default
as may be directed by the Required Lenders in accordance with Section 9.02;
provided, however, that unless and until the Administrative Agent has received any
such direction, the Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default as it shall deem advisable or in the
best interest of the Lenders.




          10.06 Credit Decision; Disclosure of Information by Administrative Agent. Each Lender acknowledges
that no Agent-Related Person has made any representation or warranty to it, and that no act by the
Administrative Agent hereafter taken, including any consent to and acceptance of any assignment or
review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Lender as to any matter, including
whether Agent-Related Persons have disclosed material information in their possession. Each Lender
represents to the Administrative Agent that it has, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business, prospects, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their respective
Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to
the Borrower hereunder. Each Lender also represents that it will, independently and without
reliance upon any Agent-Related Person and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Loan Documents, and to make such
investigations as it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of the Borrower. Except for notices,
reports and other documents expressly required to be furnished to the Lenders by the Administrative
Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of any of the Loan Parties or any of
their respective Affiliates which may come into the possession of any Agent-Related Person.




          10.07 Indemnification of Administrative Agent. Whether or not the transactions contemplated hereby
are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent
not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan
Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all
Indemnified Liabilities incurred by it, provided, however, that no Lender shall be
liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities
to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to
have resulted from such Agent-Related Person’s own gross negligence or willful misconduct;
provided, however, that no action taken in accordance with the directions of the
Required Lenders or all the Lenders, if applicable, shall be deemed to constitute gross negligence
or willful misconduct for purposes of this Section. Without limitation of the foregoing, each
Lender shall reimburse the Administrative Agent upon




[Devon Credit Agreement]




52









 




demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs)
incurred by the Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this
Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the
extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the
Borrower. The undertaking in this Section shall survive termination of the Aggregate Commitments,
the payment of all other Obligations and the resignation of the Administrative Agent.




          10.08 Bank of America in its Individual Capacity. Bank of America and its Affiliates may make
loans to, accept deposits from, acquire equity interests in and generally engage in any kind of
banking, trust, financial advisory, underwriting or other business with each of the Loan Parties
and their respective Affiliates as though Bank of America were not the Administrative Agent
hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant
to such activities, Bank of America or its Affiliates may receive information regarding any Loan
Party or its Affiliates (including information that may be subject to confidentiality obligations
in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall
be under no obligation to provide such information to them. With respect to its Loans, Bank of
America shall have the same rights and powers under this Agreement as any other Lender and may
exercise such rights and powers as though it were not the Administrative Agent, and the terms
“Lender,” and “Lenders,” include Bank of America in its individual capacity.




          10.09 Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent
upon 30 days’ notice to the Lenders and the Borrower. If the Administrative Agent resigns under
this Agreement, (a) the Required Lenders shall appoint from among the Lenders a successor
administrative agent (the “successor Administrative Agent”) for the Lenders, which successor
Administrative Agent shall be consented to by the Borrower at all times other than during the
existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld
or delayed). If no successor Administrative Agent is appointed, prior to the effective date of the
resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting
with the Lenders and the Borrower, a successor Administrative Agent from among the Lenders. Upon
the acceptance of its appointment as successor Administrative Agent hereunder, the Person acting as
such successor Administrative Agent shall succeed to all the rights, powers and duties of the
retiring Administrative Agent and the term “Administrative Agent” shall mean such successor
Administrative Agent, and the retiring Administrative Agent’s appointment, powers and duties as
Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation
hereunder as Administrative Agent, the provisions of this Article X and Sections
11.04 and 11.05 shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent under this Agreement. If no successor Administrative
Agent has accepted appointment as Administrative Agent by the date which is 30 days following a
retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s
resignation shall nevertheless thereupon become effective and the Lenders shall perform all of




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the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders
appoint a successor Administrative Agent as provided for above.




          10.10 Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to any Loan Party, the Administrative Agent shall be entitled and
empowered, by intervention in such proceeding or otherwise




     (a) to file and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such
other documents as may be necessary or advisable in order to have the claims of the Lenders and the
Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders and the Administrative Agent and their respective agents and counsel
and all other amounts due the Lenders and the Administrative Agent under Sections 3.02 and
11.04) allowed in such judicial proceeding; and



     (b) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender to make such payments to the
Administrative Agent and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its
agents and counsel, and any other amounts due the Administrative Agent under Sections 3.02
and 11.04.



Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.




          10.11 Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent, at its option
and in its discretion, to release any Guarantor from its obligations under the Guaranty if such
Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by
the Administrative Agent at any time, (a) the Required Lenders will confirm in writing the
Administrative Agent’s authority to release any Guarantor from its obligations under the applicable
Guaranty pursuant to this Section 10.11.




          10.12 Arrangers and Managers. None of the Persons identified on the cover page or signature pages
of this Agreement as a “book manager” or “joint lead arranger” shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than, in the case of any
such Person that is also a Lender, those applicable to all Lenders, as such. Without limiting the
foregoing, none of the Persons so identified shall have or be deemed to have any fiduciary
relationship with any Lender. Each Lender acknowledges that it has not relied, and




[Devon Credit Agreement]




54









 




will not rely, on any of the Persons so identified in deciding to enter into this Agreement or in
taking or not taking action hereunder.




ARTICLE XI.

MISCELLANEOUS




          11.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan
Document (other than the Fee Letter), and no consent to any departure by the Borrower or any other
Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the
Borrower and acknowledged by the Administrative Agent. Each such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given;
provided, however, that no such amendment, waiver or consent shall:




     (a) waive any condition set forth in Section 5.01(a) without the written consent of
each Lender directly affected thereby;



     (b) extend or increase the Aggregate Commitment of any Lender (or reinstate any Commitment
terminated pursuant to Section 9.02) without the written consent of such Lender;



     (c) postpone any date fixed by this Agreement or any other Loan Document for any payment or
mandatory prepayment of principal, interest or fees due to the Lenders (or any of them) or any
scheduled or mandatory reduction of the Aggregate Commitments hereunder or under any other Loan
Document without the written consent of each Lender directly affected thereby;



     (d) reduce the principal of, or the rate of interest specified herein on, any Loan or (subject
to clause (ii) of the second proviso to this Section 11.01) any fees payable hereunder or
under any other Loan Document without the written consent of each Lender directly affected thereby;
provided, however, that only the consent of the Required Lenders shall be necessary
(i) to waive or amend any obligation of the Borrower to pay interest at the rate provided herein
for past due Obligations, or (ii) to amend any financial covenant hereunder (or any defined term
used therein);



     (e) change Section 3.06 or Section 9.03  in a manner that would alter the pro
rata sharing of payments required thereby without the written consent of each Lender;



     (f) change any provision of this Section or the definition of “Required Lenders” or any other
provision hereof specifying the number or percentage of Lenders required to amend, waive or
otherwise modify any rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender; or



     (g) release Devon Financing ULC from its Guaranty without the written consent of each Lender,
unless expressly permitted by the Loan Documents;



[Devon Credit Agreement]




55









 




and, provided further, (i) no amendment, waiver or consent shall, unless in writing
and signed by the Administrative Agent in addition to the Lenders required above, affect the rights
or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ii) the
Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by
the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall
have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the
Commitment of such Lender may not be increased or extended without the consent of such Lender.




          11.02 Notices and Other Communications; Facsimile Copies.




     (a) General. Unless otherwise expressly provided herein, all notices and other
communications provided for hereunder shall be in writing (including by facsimile transmission).
All such written notices shall be mailed certified or registered mail, faxed or delivered to the
applicable address, facsimile number or (subject to subsection (c) below) electronic mail address,
and all notices and other communications expressly permitted hereunder to be given by telephone
shall be made to the applicable telephone number, as follows:




     (i) if to the Borrower or Administrative Agent, to the address, facsimile number,
electronic mail address or telephone number specified for such Person on Schedule
11.02 or to such other address, facsimile number, electronic mail address or telephone
number as shall be designated by such party in a notice to the other parties; and




     (ii) if to any other Lender, to the address, facsimile number, electronic mail address
or telephone number specified in its Administrative Questionnaire or to such other address,
facsimile number, electronic mail address or telephone number as shall be designated by such
party in a notice to the Borrower and the Administrative Agent.


Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall
be deemed to have been given when received; notices sent by facsimile shall be deemed to have been
given when sent (except that, if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next business day for the recipient).
Notices delivered through electronic communications to the extent provided in subsection (b) below,
shall be effective as provided in such subsection (b).




     (b) Electronic Communications. Notices and other communications to the Lenders
hereunder may be delivered or furnished by electronic communication (including e-mail and Internet
or intranet websites) pursuant to procedures approved by the Administrative Agent, provided
that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender
has notified the Administrative Agent that it is incapable of receiving notices under such Article
by electronic communication. The Administrative Agent or the Borrower may, in its discretion,
agree to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it, provided that approval of such procedures may be
limited to particular notices or communications.



[Devon Credit Agreement]




56









 





     (c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR
THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE
BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE
BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of the
Agent-Related Persons (collectively, the “Agent Parties”) have any liability to the
Borrower, any Lender, or any other Person for losses, claims, damages, liabilities or expenses of
any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the
Administrative Agent’s transmission of Borrower Materials through the Internet, except to the
extent that such losses, claims, damages, liabilities or expenses are determined by a court of
competent jurisdiction by a final judgment to have resulted from the gross negligence or willful
misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any
liability to the Borrower, any Lender, or any other Person for indirect, special, incidental,
consequential or punitive damages (as opposed to direct or actual damages).



     (d) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be
transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures
shall, subject to applicable Law, have the same force and effect as manually-signed originals and
shall be binding on all Loan Parties, the Administrative Agent and the Lenders. The Administrative
Agent may also require that any such documents and signatures be confirmed by a manually-signed
original thereof; provided, however, that the failure to request or deliver the
same shall not limit the effectiveness of any facsimile document or signature.



     (e) Reliance by Administrative Agent and Lenders. The Administrative Agent and the
Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices)
purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a
manner specified herein, were incomplete or were not preceded or followed by any other form of
notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from
all losses, costs, expenses and liabilities resulting from the reliance by such Person on each
notice purportedly given by or on its behalf. All telephonic notices to and other communications
with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties
hereto hereby consents to such recording.



          11.03 No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to
exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise
of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein
provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided
by law.




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          11.04 Attorney Costs and Expenses. The Borrower agrees (a) to pay or reimburse the Administrative
Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection
with the development, preparation, negotiation and execution of this Agreement and the other Loan
Documents and any amendment, waiver, consent or other modification of the provisions hereof and
thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the
consummation and administration of the transactions contemplated hereby and thereby, including all
Attorney Costs (but not other costs of legal counsel), and (b) to pay or reimburse the
Administrative Agent and each Lender for all reasonable and documented out-of-pocket costs and
expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any
rights or remedies under this Agreement or the other Loan Documents (including all such costs and
expenses incurred during any “workout” or restructuring in respect of the Obligations and during
any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney
Costs and Workout Attorney Costs (but no other costs of legal counsel). All amounts due under this
Section 11.04 shall be payable within ten Business Days after demand therefor. The
agreements in this Section shall survive the termination of the Aggregate Commitments and repayment
of all other Obligations. As used in this section, “Workout Attorney Costs” means all
fees, expenses and disbursements of one law firm for JPMorgan, and one other law firm for the other
Lenders, if they deem necessary; provided that if Required Lenders reasonably determine that a
conflict of interest exists with respect to any of such law firms, one additional law firm selected
by Required Lenders.




          11.05 Indemnification by the Borrower. Whether or not the transactions contemplated hereby are
consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender,
and their respective Affiliates, directors, officers, employees, counsel, agents and
attorneys-in-fact (in this section collectively called the “Indemnitees”) from and against
any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, and reasonable and documented costs, expenses and disbursements (including
Attorney Costs) of any kind or nature whatsoever (other than those that are governed by
Sections 4.01, 4.04, or 4.05, in which case those sections shall govern) which may
at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating
to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or
administration of any Loan Document or any other agreement, letter or instrument delivered in
connection with the transactions contemplated thereby, (b) any Commitment, Loan, or the use or
proposed use of the proceeds therefrom, (c) any actual or alleged presence or release of Hazardous
Materials on or from any property currently or formerly owned or operated by the Borrower, any
Subsidiary or any other Loan Party, or any Environmental Liability related in any way to the
Borrower, any Subsidiary or any other Loan Party, or (d) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory (including any investigation of, preparation for, or defense of
any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether
any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified
Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of
the negligence of the Indemnitee; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs,




[Devon Credit Agreement]




58









 




expenses or disbursements are determined by a court of competent jurisdiction by final judgment to
have resulted from the gross negligence or willful misconduct of such Indemnitee. All amounts due
under this Section 11.05 shall be payable within ten Business Days after demand therefor.
The agreements in this Section shall survive the resignation of the Administrative Agent, the
replacement of any Lender, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all the other Obligations.




          11.06 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made
to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its
right of set-off, and such payment or the proceeds of such set-off or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent or such Lender in
its discretion) to be repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such set-off had not occurred, and
(b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable
share of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon
from the date of such demand to the date such payment is made at a rate per annum equal to the
Federal Funds Rate from time to time in effect.




          11.07 Successors and Assigns.




     (a) Successors and Assigns Generally. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that, except as permitted under Section 8.03 and
8.04, the Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender, and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with
the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with
the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a
security interest subject to the restrictions of subsection (f) of this Section (and any other
attempted assignment or transfer by any party hereto shall be null and void). Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person (other than the
parties hereto, their respective successors and assigns permitted hereby, Participants to the
extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby,
the Related Parties of each of the Administrative Agent, and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.



     (b) Assignments by Lenders. Subject to the following requirements of this Section
11.07, and in the case of Bank of America, Section 10.09, any Lender may at any time
assign to one or more assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans at the time owing to it);
provided that any such assignment shall be subject to the following conditions:




     (i) Minimum Amounts.



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59









 






          (A) in the case of an assignment of the entire remaining amount of the
assigning Lender’s Commitment and the Loans at the time owing to it or in the case
of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund (as
defined in subsection (g) of this Section), no minimum amount need be assigned; and




          (B) in any case not described in subsection (b)(i)(A) of this Section, the
aggregate amount of the Commitment (which for this purpose includes Loans
outstanding thereunder) or, if the Commitment is not then in effect, the principal
outstanding balance of the Loans of the assigning Lender subject to each such
assignment, determined as of the date the Assignment and Assumption with respect to
such assignment is delivered to the Administrative Agent or, if “Trade Date” is
specified in the Assignment and Assumption, as of the Trade Date, shall not be less
than $10,000,000 unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Borrower otherwise consents (each such
consent not to be unreasonably withheld or delayed); provided,
however, that concurrent assignments to members of an Assignee Group and
concurrent assignments from members of an Assignee Group to a single assignee (or to
an assignee and members of its Assignee Group) will be treated as a single
assignment for purposes of determining whether such minimum amount has been met.




     (ii) Proportionate Amounts. Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement with respect to the Commitment assigned (unless the Commitments have
been terminated pursuant to Article X) and the outstanding Loans.




     (iii) Required Consents. No consent shall be required for any assignment
except to the extent required by subsection (b)(i)(B) of this Section and, in addition:




          (A) the consent of the Borrower (such consent not to be unreasonably withheld
or delayed) shall be required unless (1) an Event of Default has occurred and is
continuing at the time of such assignment or (2) such assignment is to a Lender, an
Affiliate of a Lender or an Approved Fund; and




          (B) the consent of the Administrative Agent (such consent not to be
unreasonably withheld or delayed) shall be required if such assignment is to a
Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with
respect to such Lender.




     (iv) Assignment and Assumption. The parties to each assignment shall execute
and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee (payable by the assignor Lender or the assignee Lender) in
the amount, if any, required as set forth in Schedule 12.08; provided,
however, that the Administrative Agent may, in its sole discretion, elect to waive
such processing



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and recordation fee in the case of any assignment. The assignee, if it is not a
Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.




          (v) No Assignment to Borrower. No such assignment shall be made to the
Borrower or any of the Borrower’s Affiliates or Subsidiaries.




          (vi) No Assignment to Natural Persons. No such assignment shall be made to a
natural person.


Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c)
of this Section, from and after the effective date specified in each Assignment and Assumption, the
assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be
entitled to the benefits of Sections 4.01, 4.04, 4.05, 11.04, 11.05, and 11.06 with respect
to facts and circumstances occurring prior to the effective date of such assignment. Upon request,
the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any
assignment or transfer by a Lender of rights or obligations under this Agreement that does not
comply with this subsection shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with subsection (d) of this
Section.




     (c) Register. The Administrative Agent, acting solely for this purpose as an agent of
the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and addresses of the
Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant
to the terms hereof from time to time (the “Register”). The entries in the Register shall
be conclusive, and the Borrower, the Administrative Agent and the Lenders shall treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower and any Lender, at any reasonable time and from time to
time upon reasonable prior notice.



     (d) Participations. Any Lender may at any time, without the consent of, or notice to,
the Borrower or the Administrative Agent, sell participations to any Person (other than a natural
person or the Borrower or of the Borrower’s Affiliates or Subsidiaries) (each, a
“Participant”) in all or a portion of such Lender’s rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or the Loans owing to it);
provided that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrower, the Administrative Agent, and the Lenders shall continue
to deal solely and directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement.



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     Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in the first proviso to
Section 12.01 that affects such Participant. Subject to subsection (e) of this Section,
the Borrower agrees that each Participant shall be entitled to the benefits of Sections
4.01, 4.04 and 4.05 through the participating Lender to the same extent as if
it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this
Section. To the extent permitted by law, each Participant also shall be entitled to the benefits
of Section 11.09 as though it were a Lender, provided such Participant agrees to be
subject to Section 3.06 as though it were a Lender.



     (e) Limitations upon Participant Rights. A Participant shall not be entitled to
receive any greater payment under Section 4.01, 4.04, or 4.05 than the
applicable Lender would have been entitled to receive with respect to the participation sold to
such Participant or be entitled to the benefits of Section 11.10, unless the sale of the
participation to such Participant is made with the Borrower’s prior written consent. A Participant
that would be (i) a Non-US Lender or (ii) a Lender that is a “United States person” within the
meaning of Section 7701(a)(30) of the Code (unless it is an exempt recipient (within the meaning of
Treasury Regulations Section 1.6049-4(c), without regard to the third sentence of clause (1)(ii) of
such Treasury Regulations)) if it were a Lender shall not be entitled to the benefits of
Section 4.01 unless the Borrower is notified of the participation sold to such Participant
and such Participant complies with Section 11.16 as though it were a Lender.



     (f) Certain Pledges. Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement (including under its Note, if any) to
secure obligations of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender
from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as
a party hereto.



     (g) Definitions. As used herein, the following terms have the following meanings:




     “Approved Fund” means any Fund that is administered or managed by (a) a Lender,
(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers
or manages a Lender.




     “Assignee Group” means two or more Eligible Assignees that are Affiliates of
one another or two or more Approved Funds managed by the same investment advisor.




     “Eligible Assignee” means any Person that meets the requirements to be an
assignee under Section 11.08(b)(iii), (v) and (vi) (subject to such
consents, if any, as may be required under Section 11.08(b)(iii)).



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     “Fund” means any Person (other than a natural person) that is engaged in making
and holding commercial loans and similar extensions of credit in the ordinary course of its
business.




     “Related Parties” means, with respect to any Person, such Person’s Affiliates
and the partners, directors, officers, employees, agents and advisors of such Person and of
such Person’s Affiliates.



     (h) Electronic Execution of Assignments. The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as provided for in any
applicable law, including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act.



     (i) Limitations upon Rights. Notwithstanding any other provision to the contrary in
any Loan Document, it is agreed and understood that the Borrower shall be required to “gross-up”,
indemnify, or increase any payments pursuant to Section 4.01 to any Lender that becomes a
party to this Agreement pursuant to Section 11.08(b) or 3.07 or any successor
Administrative Agent pursuant to Section 10.09 only if the Taxes described in Section
4.01 have been imposed solely as a result of any change in any Law occurring after the date
that such Lender or such successor Administrative Agent became a party to this Agreement.



          11.08 Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed (a)
to its Affiliates and to its and its Affiliates’ respective partners, directors, officers,
employees, agents, advisors and representatives (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such Information and instructed
to keep such Information confidential) and that the Lender providing any such Information shall be
responsible for the breach thereof by any such Person, (b) to the extent requested by any
regulatory authority purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (c) to the extent
required by applicable laws or regulations or by any subpoena or similar legal process; provided
that Administrative Agent or such Lender, as applicable, shall notify the Borrower if disclosure of
such Information is so required, to the extent it is not prohibited from doing so by any Law or
such subpoena or legal process, (d) to any other party hereto, (e) in connection with the exercise
of any remedies hereunder or under any other Loan Document or any action or proceeding relating to
this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f)
subject to an agreement containing provisions substantially the same as those of this Section, to
(i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g)
with the consent of the Borrower, or (h) to the extent such Information (x) becomes publicly
available other than as a result of a breach of this




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Section or (y) becomes available to the Administrative Agent or any Lender on a nonconfidential
basis from a source other than the Borrower unless Administrative Agent or such Lender, as
applicable, shall know that such source was required to keep such information confidential. For
purposes of this Section, “Information” means all information received from the Borrower or
any of its Subsidiaries relating to the Borrower or any Subsidiary or any of their respective
businesses, other than any such information that is available to the Administrative Agent or any
Lender on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary,
provided that, in the case of information received from the Borrower or any Subsidiary
after the date hereof, such information is clearly identified at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.




          11.09 Bank Accounts; Offset. (a) The Borrower hereby agrees that each Lender shall have the
right to offset (which shall be in addition to all other interests, liens, and rights of any Lender
at common Law, under the Loan Documents, or otherwise) (i) any and all moneys, securities or other
property (and the proceeds therefrom) of the Borrower now or hereafter held or received by or in
transit to any Lender for the account of the Borrower, (ii) any and all deposits (general or
special, time or demand, provisional or final) of the Borrower with any Lender, (iii) any other
credits and balances of the Borrower at any time existing against any Lender, including claims
under certificates of deposit, and (iv) any indebtedness owed or payable by any Lender to the
Borrower at any time against Obligations due to it that have not been paid when due. At any time
and from time to time after the occurrence of any Event of Default and during the continuance
thereof, each Lender is hereby authorized to offset against the Obligations then due and payable to
it (in either case without notice to the Borrower), any and all items hereinabove referred to. To
the extent that the Borrower has accounts designated as royalty or joint interest owner accounts,
the foregoing right of offset shall not extend to funds in such accounts which belong to, or
otherwise arise from payments to the Borrower for the account of, third party royalty or joint
interest owners. Each Lender agrees promptly to notify the Borrower and the Administrative Agent
after any such set-off and application made by such Lender; provided, however, that
the failure to give such notice shall not affect the validity of such set-off and application.




          11.10 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan
Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the
maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If
the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum
Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such
unpaid principal, refunded to the Borrower. In determining whether the interest contracted for,
charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person
may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal
as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the
effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the
total amount of interest throughout the contemplated term of the Obligations hereunder.




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          11.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.




          11.12 Integration. This Agreement, together with the other Loan Documents, comprises the complete
and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all
prior agreements, written or oral, on such subject matter. In the event of any conflict between
the provisions of this Agreement and those of any other Loan Document, the provisions of this
Agreement shall control; provided that the inclusion of supplemental rights or remedies in
favor of the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a
conflict with this Agreement. Each Loan Document was drafted with the joint participation of the
respective parties thereto and shall be construed neither against nor in favor of any party, but
rather in accordance with the fair meaning thereof.




          11.13 Survival of Representations and Warranties. All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or
in connection herewith or therewith shall survive the execution and delivery hereof and thereof.
Such representations and warranties have been or will be relied upon by the Administrative Agent
and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or
on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice
or knowledge of any Default at the time of any Borrowing, and shall continue in full force and
effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.




          11.14 Severability. If any provision of this Agreement or the other Loan Documents is held to be
illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining
provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or
unenforceable provisions with valid provisions the economic effect of which comes as close as
possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a
provision in a particular jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.




          11.15 Tax Forms. (a) (i) Each Lender that is not a “United States person” within the meaning of
Section 7701(a)(30) of the Code (a “Non-US Lender”) shall deliver to the Borrower and
Administrative Agent, prior to receipt of any payment subject to withholding under the Code (or
upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS
Form W-8BEN or any successor thereto (relating to such Non-US Lender and entitling it to an
exemption from, or reduction of, withholding tax on all payments to be made to such Non-US Lender
by or on behalf of the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor
thereto (relating to all payments to be made to such Non-US Lender by the Borrower pursuant to this
Agreement) or such other evidence satisfactory to the Borrower and the Administrative Agent that
such Non-US Lender is entitled to an exemption from, or reduction of, U.S. withholding tax,
including any exemption pursuant to Section 881(c) of the Code. Thereafter and from time to time,
each such Non-US Lender shall (A) promptly submit to the Borrower and Administrative Agent such
additional duly completed




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and signed copies of one of such forms (or such successor forms as shall be adopted from time to
time by the relevant United States taxing authorities) as may then be available under then current
United States laws and regulations to avoid, or such evidence as is satisfactory to the Borrower
and the Administrative Agent of any available exemption from or reduction of, United States
withholding taxes in respect of all payments to be made to such Non-US Lender by the Borrower
pursuant to this Agreement, (B) promptly notify the Borrower and Administrative Agent of any change
in circumstances which would modify or render invalid any claimed exemption or reduction, and (C)
take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of
such Lender, and as may be reasonably necessary (including the re-designation of its Lending
Office) to avoid any requirement of applicable Laws that the Borrower make any deduction or
withholding for taxes from amounts payable to such Non-US Lender.





     (ii) Each Non-US Lender, to the extent it does not act or ceases to act for its own
account with respect to any portion of any sums paid or payable to such Lender under any of
the Loan Documents (for example, in the case of a typical participation by such Lender),
shall deliver to the Administrative Agent and the Borrower on the date when such Non-US
Lender ceases to act for its own account with respect to any portion of any such sums paid
or payable, and at such other times as may be necessary in the determination of the
Administrative Agent (in the reasonable exercise of its discretion), (A) two duly signed
completed copies of the forms or statements required to be provided by such Lender as set
forth above, to establish the portion of any such sums paid or payable with respect to which
such Lender acts for its own account that is not subject to U.S. withholding tax, and (B)
two duly signed completed copies of IRS Form W-8IMY (or any successor thereto), together
with any information such Lender chooses to transmit with such form, and any other
certificate or statement of exemption required under the Code, to establish that such Lender
is not acting for its own account with respect to a portion of any such sums payable to such
Lender.




     (iii) The Borrower shall not be required to pay any additional amount to any Non-US
Lender under Section 4.01 (A) with respect to any Taxes required to be deducted or
withheld on the basis of the information, certificates or statements of exemption such
Lender transmits with an IRS Form W-8IMY pursuant to this Section 11.15(a) or (B) if
such Lender shall have failed to satisfy the foregoing provisions of this Section
11.15(a); provided that if such Lender shall have satisfied the requirement of
this Section 11.15(a) on the date such Lender became a Lender or ceased to act for
its own account with respect to any payment under any of the Loan Documents, nothing in this
Section 11.15(a) shall relieve the Borrower of its obligation to pay any amounts
pursuant to Section 4.01 in the event that, as a result of any change in any
applicable law, treaty or governmental rule, regulation or order, or any change in the
interpretation, administration or application thereof, such Lender is no longer properly
entitled to deliver forms, certificates or other evidence at a subsequent date establishing
the fact that such Lender or other Person for the account of which such Lender receives any
sums payable under any of the Loan Documents is not subject to withholding or is subject to
withholding at a reduced rate.



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     (iv) The Administrative Agent may, without reduction, withhold any Taxes required to
be deducted and withheld from any payment under any of the Loan Documents with respect to
which the Borrower is not required to pay additional amounts under this Section
11.15(a).



     (b) Upon the request of the Borrower or the Administrative Agent, each Lender that is a
“United States person” within the meaning of Section 7701(a)(30) of the Code (unless it is an
exempt recipient (within the meaning of Treasury Regulations Section 1.6049-4(c), without regard to
the third sentence of clause (1)(ii) of such Treasury Regulations)) shall deliver to the Borrower
and the Administrative Agent two duly signed completed copies of IRS Form W-9. If such Lender
fails to deliver such forms, then the Administrative Agent may withhold from any interest payment
to such Lender an amount equivalent to the applicable back-up withholding tax imposed by the Code,
without reduction.



     (c) If any Governmental Authority asserts that the Administrative Agent did not properly
withhold or backup withhold, as the case may be, any tax or other amount from payments made to or
for the account of any Lender, such Lender shall indemnify the Administrative Agent therefor,
including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable
to the Administrative Agent under this Section, and costs and expenses (including Attorney Costs)
of the Administrative Agent. The obligation of the Lenders under this Section shall survive the
termination of the Aggregate Commitments, repayment of all other Obligations hereunder and the
resignation of the Administrative Agent.



          11.16 Replacement of Lenders. In the event that any Lender shall (i) claim payment of any
amount pursuant to Section 4.01; (ii) claim any increased cost pursuant to Section
4.04 or the benefit of Section 4.02 or 4.03; (iii) become and continue to be a
Defaulting Lender; or (iv) fail to consent to an election, consent, amendment, waiver or other
modification to this Agreement or any other Loan Document that requires the consent of a greater
percentage of the Lenders than the Required Lenders, and such election, consent, amendment, waiver
or other modification is otherwise consented to by the Required Lenders, (a) the Borrower may, upon
notice to such Lender and the Administrative Agent, replace such Lender by causing such Lender to
assign its rights and obligations hereunder (with the assignment fee to be paid by the Borrower in
such instance) pursuant to Section 11.07(b) to one or more Eligible Assignees, procured by
the Borrower, each of which shall assume a pro rata portion of the Commitment and the Borrowings of
such replaced Lender; provided, however, that if the Borrower elects to exercise
such right with respect to any Lender pursuant to Section 4.01, 4.02, 4.03
or 4.04 or, it shall be obligated to replace all Lenders that have made similar
requests for compensation or benefit pursuant to Section 4.01, 4.03 or
4.04; or (b) the Borrower may, upon three Business Days’ notice to such Lender through the
Administrative Agent, prepay in full all of the outstanding Loans of such Lender and all other
Obligations owing to such Lender, or its assignee, together with accrued interest thereon to the
date of prepayment and all other amounts owed by the Borrower to such Lender accrued to the date of
prepayment, and concurrently therewith the Borrower may terminate this Agreement with respect to
such Lender by giving notice of such termination to Administrative Agent and such Lender. Upon
satisfaction of the requirements set forth above in clause (a) of the preceding sentence, payment
to the Lender to be replaced of the purchase price in immediately available funds, and the payment
by the Borrower




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of all requested costs accruing to the date of purchase which the Borrower is obligated to pay
under Sections 4.01, 4.03 and 4.04 and all other amounts owed by the Borrower to
such Lender (other than the principal of and interest on the Borrowing of such Lender, and accrued
facility and utilization fees, purchased by the Eligible Assignee) such Eligible Assignee shall
constitute a “Lender” hereunder, and the Lender being so replaced shall no longer constitute a
“Lender” hereunder, and its Commitment, shall be deemed terminated. If, however, (x) the Eligible
Assignee fails to purchase such rights and interest on such specified date in accordance with the
terms of such offer, the Borrower shall continue to be obligated to pay amounts to such Lender
pursuant to Section 4.01 or increased costs pursuant to Section 4.04, as the case
may be, or (y) the Lender proposed to be replaced fails to consummate such purchase offer, the
Borrower shall not be obligated to pay to such Lender such increased costs or additional amounts
incurred or accrued from and after the date of such purchase offer.




          11.17 Governing Law.




     (a) THIS AGREEMENT 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.



     (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED
STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT,
THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE ADMINISTRATIVE
AGENT AND EACH LENDER IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF
VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER
DOCUMENT RELATED THERETO. THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER WAIVE PERSONAL
SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED
BY THE LAW OF SUCH STATE.



          11.18 Waiver of Right to Trial by Jury. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY
RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN
DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN
EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR
OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE




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OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.




          11.19 USA PATRIOT Act Notice. Each Lender to which the Act (as defined below) is applicable,
and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the
Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and
record information that identifies the Borrower, which information includes the name and address of
the Borrower and other information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Borrower in accordance with the Act.




          11.20 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction
contemplated hereby, the Borrower acknowledges and agrees, and acknowledges its Affiliates’
understanding, that: (i) the credit facilities provided for hereunder and any related arranging or
other services in connection therewith (including in connection with any amendment, waiver or other
modification hereof or of any other Loan Document) are an arm’s-length commercial transaction
between the Borrower and its respective Affiliates, on the one hand, and the Administrative Agent
and the Joint Lead Arrangers, on the other hand, and the Borrower is capable of evaluating and
understanding and understands and accepts the terms, risks and conditions of the transactions
contemplated hereby and by the other Loan Documents (including any amendment, waiver or other
modification hereof or thereof); (ii) in connection with the process leading to such transaction,
the Administrative Agent and each Joint Lead Arranger is and has been acting solely as a principal
and is not the financial advisor, agent or fiduciary for the Borrower or any of its Affiliates,
stockholders, creditors or employees or any other Person; (iii) neither the Administrative Agent
nor any Joint Lead Arranger has assumed or will assume an advisory, agency or fiduciary
responsibility in favor of the Borrower or any other Loan Party with respect to any of the
transactions contemplated hereby or the process leading thereto, including with respect to any
amendment, waiver or other modification hereof or of any other Loan Document (irrespective of
whether the Administrative Agent or any Joint Lead Arranger has advised or is currently advising
the Borrower, any other Loan Party or any of their respective Affiliates on other matters) and
neither the Administrative Agent nor any Joint Lead Arranger has any obligation to the Borrower,
any other Loan Party or any of their respective Affiliates with respect to the transactions
contemplated hereby except those obligations expressly set forth herein and in the other Loan
Documents; (iv) the Administrative Agent and the Joint Lead Arrangers and their respective
Affiliates may be engaged in a broad range of transactions that involve interests that differ from
those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the
Administrative Agent nor any Joint Lead Arranger has any obligation to disclose any of such
interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative
Agent and the Joint Lead Arrangers have not provided and will not provide any legal, accounting,
regulatory or tax advice with respect to any of the transactions contemplated hereby (including any
amendment, waiver or other modification hereof or of any other Loan Document) and the Borrower and
the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the
extent it has deemed




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appropriate. The Borrower and the other Loan Parties hereby waive and release, to the fullest
extent permitted by law, any claims that it may have against the Administrative Agent and the Joint
Lead Arranger with respect to any breach or alleged breach of agency or fiduciary duty arising out
of or related to any of the transactions contemplated hereby or the process leading thereto.




          11.21 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
AMONG 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 AMONG THE PARTIES.




[Signature Pages Follow]




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     IN WITNESS WEREOF, the parties have caused this Agreement to be duly executed as of the
date first above written.



	 	 	 	 	 
	 	DEVON ENERGY CORPORATION,

as Borrower

 	 
	 	By:  	   /s/ Jeffrey Agosta
 	 
	 	 	Name:  	Jeffrey Agosta 	 
	 	 	Title:  	Vice President, Corporate Finance
& 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:  	   /s/ Robert Traband
 	 
	 	 	Name:  	Robert Traband 	 
	 	 	Title:  	Executive Director 	 
	 



	 	 	 	 	 
	 	ABN AMRO BANK N.V., as a Lender

 	 
	 	By:  	      /s/ Joshua Wolf
 	 
	 	 	Name:  	Joshua Wolf 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                      /s/ M. Aamir Khan
 	 
	 	 	Name:  	M. Aamir Khan 	 
	 	 	Title:  	Assistant Vice President 	 
	 



	 	 	 	 	 
	 	BMO CAPITAL MARKETS FINANCING, INC.,

as a Lender

 	 
	 	By:  	   /s/ James V. Ducote
 	 
	 	 	Name:  	James V. Ducote 	 
	 	 	Title:  	Director 	 
	 



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	 	BARCLAYS BANK PLC, as a Lender

 	 
	 	By:  	     /s/ Nicholas Bell
 	 
	 	 	Name:  	Nicholas Bell 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	BAYERISCHE LANDESBANK, NEW
YORK
 BRANCH, as a
Lender

 	 
	 	By:  	     /s/ Annette Schmidt
 	 
	 	 	Name:  	Annette Schmidt 	 
	 	 	Title:  	First Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                       /s/ Craig J. Anderson
 	 
	 	 	Name:  	Craig J. Anderson 	 
	 	 	Title:  	First 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 	 
	 



	 	 	 	 	 
	 	CITIBANK, N.A., as a Lender

 	 
	 	By:  	   /s/ Ashish Sethi
 	 
	 	 	Name:  	Ashish Sethi 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 



	 	 	 	 	 
	 	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 	 
	 



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	 	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 	 
	 



	 	 	 	 	 
	 	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/ Carl Burlock
 	 
	 	 	Name:  	Carl Burlock 	 
	 	 	Title:  	Director – Extractive Industries 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                          /s/ Mark Doyle
 	 
	 	 	Name:  	Mark Doyle 	 
	 	 	Title:  	Financing Manager 	 
	 



	 	 	 	 	 
	 	MORGAN STANLEY BANK, as a Lender

 	 
	 	By:  	     /s/ Daniel Twenge
 	 
	 	 	Name:  	Daniel Twenge 	 
	 	 	Title:  	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	ROYAL BANK OF CANADA, as a Lender

 	 
	 	By:  	    /s/ Scott Gildea
 	 
	 	 	Name:  	Scott Gildea 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	SOCIETE GENERALE, as a Lender

 	 
	 	By:  	     /s/ Christian Nelly
 	 
	 	 	Name:  	Christian Nelly 	 
	 	 	Title:  	Vice President 	 
	 



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	 	THE BANK OF NEW YORK, as a Lender

 	 
	 	By:  	    /s/ Hussam S. Alsahlani
 	 
	 	 	Name:  	Hussam S. Alsahlani 	 
	 	 	Title:  	Vice President 	 
	 
	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a
Lender

 	 
	 	By:  	      /s/ K. Glasscock
 	 
	 	 	Name:  	K. Glasscock 	 
	 	 	Title:  	VP & Manager 	 
	 
	 
	 	UBS LOAN FINANCE LLC, as a Lender

 	 
	 	By:  	      /s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director 	 
	 
	 
	 	 	 
	 	By:  	                         /s/ David B. Julie
 	 
	 	 	Name:  	David B. Julie 	 
	 	 	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, N.A., as a Lender

 	 
	 	By:  	      /s/ T. Alan Smith
 	 
	 	 	Name:  	T. Alan Smith 	 
	 	 	Title:  	Vice President 	 
	 



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	 	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 	 
	 



	 	 	 	 	 
	 	FIFTH THIRD BANK, as a Lender

 	 
	 	By:  	      /s/ Mike Mendenhall
 	 
	 	 	Name:  	Mike Mendenhall 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	SUNTRUST BANK, as a Lender

 	 
	 	By:  	       /s/ Sean Roche
 	 
	 	 	Name:  	Sean Roche 	 
	 	 	Title:  	Vice President 	 
	 



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