EX-10.1



 Exhibit 10.1 

Execution Copy 
 FIRST AMENDMENT
TO CREDIT AGREEMENT 
 THIS FIRST AMENDMENT TO CREDIT AGREEMENT (herein called this “Amendment”) dated as of
February 3, 2014, by and among DEVON ENERGY CORPORATION, a Delaware corporation (the “U.S. Borrower”), DEVON NEC CORPORATION, a Nova Scotia unlimited company, and DEVON CANADA CORPORATION, a Nova Scotia unlimited company
(the “Canadian Borrowers” and, together with the U.S. Borrower, the “Borrowers”), BANK OF AMERICA, N.A., individually and as administrative agent (the “Administrative Agent”),
and the Lenders party to this Amendment. 
 W I T N E S S E T H: 

WHEREAS, the Borrowers, the Administrative Agent and the Lenders entered into that certain Credit Agreement effective as of October 24,
2012 as amended by that certain Extension Agreement dated as of September 3, 2013 (the “Original Agreement”), for the purpose and consideration therein expressed, whereby the Lenders became obligated to make loans to the
Borrowers as therein provided; and 
 WHEREAS, the Borrowers, the Administrative Agent and the Lenders party to this Amendment desire to
amend the Original Agreement as set forth herein; 
 NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements contained herein and in the Original Agreement, in consideration of the Loans which may hereafter be made by the Lenders to the Borrowers, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto do hereby agree as follows: 
 ARTICLE 1. 

DEFINITIONS AND REFERENCES 

1.01. Terms Defined in the Original Agreement. Unless the context otherwise requires or unless otherwise expressly defined herein, the
terms defined in the Original Agreement shall have the same meanings whenever used in this Amendment. 
 1.02. Other Defined Terms.
Unless the context otherwise requires, the following terms when used in this Amendment shall have the meanings assigned to them in this section. 

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

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







 ARTICLE 2. 

AMENDMENT 
 2.01.
Amendment to Section 1.01 (Defined Terms). Section 1.01 of the Original Agreement is hereby amended as follows: 

(a) The definition of “Permitted Liens” is hereby amended by (i) deleting the word “and” at the end of
clause (x), (ii) adding new clause (y) set forth below, (iii) renumbering existing clause (y) as clause (z), and (iv) replacing the reference to “(x)” in clause
(z) with “(y)”. 
 “(y) (i) Liens on the assets of the Crosstex Entities and Former Crosstex Entities
securing obligations permitted by Section 9.01(o); and” 
 (b) The following definitions are hereby added in
alphabetical order as follows: 
 “Crosstex Entity” means, from and after the Crosstex Issuance Date,
EnLink Midstream, LLC (formerly known as New Public Rangers, L.L.C.) and each of its Subsidiaries (including Crosstex Energy, Inc. and Crosstex Energy, L.P. and their respective Subsidiaries), in each case so long as such entity is not a
wholly-owned Subsidiary of a Borrower. 
 “Crosstex Issuance Date” means the date common units of EnLink Midstream,
LLC (formerly known as New Public Rangers, L.L.C.) are issued to the public stockholders of Crosstex Energy, Inc., provided that such date occurs no later than September 30, 2014. 

“Former Crosstex Entity” means an entity that was a Crosstex Entity but subsequently ceases to be a Crosstex Entity
because it became a wholly owned Subsidiary of a Borrower. 
 “Term Loan Agreement” means the Credit Agreement, dated
as of December 16, 2013, among the U.S. Borrower, Morgan Stanley Senior Funding, Inc., as administrative agent, and lenders that are parties thereto, as the same may be from time to time amended, supplemented, modified, extended, renewed or
restructured, or refinanced or replaced by any credit facility or loan in an aggregate principal amount exceeding $150,000,000 that refinances or replaces at least a majority of the principal amounts outstanding at the time of such refinancing or
replacement. 
 2.02. Amendment to Section 8.12 (Additional Guarantors). Section 8.12 of the Original Agreement is
hereby amended by adding the following new sentence at the end thereof. 
 To the extent any Domestic Subsidiary of the U.S. Borrower that is
not a Guarantor becomes a guarantor under the Term Loan Agreement (or any credit facility or loan or related credit facilities or loans in an aggregate principal amount exceeding $150,000,000 that refinance or replace at least a majority of the
principal amounts outstanding at the time of the refinancing or replacement of the Term Loan Agreement), it shall cause such Domestic Subsidiary to become a Guarantor in accordance with this Section. 

  
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 2.03. Amendment to Section 9.01 (Indebtedness). Section 9.01 of the
Original Agreement is hereby amended by (i) deleting the word “and” at the end of clause (n), (ii) adding the following new clause (o), and (iii) renumbering existing clause (o) as clause
(p). 
 (o) (1) Indebtedness of the Crosstex Entities, as the same may be amended, supplemented or modified from
time to time or extended, renewed, restructured, refinanced or replaced, in each case that is nonrecourse to the Borrowers and their Restricted Subsidiaries (other than the Crosstex Entities), and (2) Indebtedness of any Former Crosstex Entity
that was incurred while such entity was a Crosstex Entity as the same may be amended, supplemented or modified from time to time or extended, renewed, restructured, refinanced or replaced (so long as the aggregate principal amount thereof is not
increased, 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) after such entity ceased to be a Crosstex Entity, in each
case that is nonrecourse to the Borrowers and their Restricted Subsidiaries (other than the Crosstex Entities and Former Crosstex Entities that became liable on such Indebtedness while they were Crosstex Entities); and 

2.04. Amendment to Section 10.01(e) (Events of Defaults). Section 10.01(e) of the Original Agreement is hereby amended
by inserting the following immediately after clause (ii) and before the semicolon: “, or (iii) fails to duly pay, after the expiration of any and all grace periods, any Indebtedness constituting principal or interest owed by it with
respect to borrowed money under the Term Loan Agreement”. 
 ARTICLE 3. 

CONDITIONS TO EFFECTIVENESS 

3.01. Conditions to Effectiveness. This Amendment shall become effective on the date (the “Effective Date”)
when the Administrative Agent shall have received (i) this Amendment duly executed and delivered by the Borrowers, the Administrative Agent and the Required Lenders and (ii) the Consent and Agreement attached hereto duly executed and
delivered by Devon Financing Company, L.L.C. 
 ARTICLE 4. 

REPRESENTATIONS AND WARRANTIES 

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

(a) The representations and warranties contained in Article 7 of the Credit Agreement and the other Loan Documents made
by it are true and correct in all material respects on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material
respects as of such earlier date; provided that in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. 

  
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 (b) Each Borrower is duly authorized to execute and deliver this Amendment and is
duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Each Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and to authorize the performance of the
obligations of such Borrower hereunder. 
 (c) The execution and delivery by each Borrower of this Amendment, the performance
by such Borrower of its obligations hereunder and the consummation of the transactions contemplated hereby do not and will not (i) conflict with any provision of (A) any Law, (B) the Organization Documents of such Borrower, or
(C) any agreement, judgment, license, order or permit applicable to or binding upon such Borrower unless such conflict would not reasonably be expected to have a Material Adverse Effect, (ii) result in the acceleration of any Indebtedness
of such Borrower which would reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation of any Lien upon any assets or properties of such Borrower which would reasonably be expected to have a Material
Adverse Effect, except as expressly contemplated or permitted in the Loan Documents. Except as expressly contemplated in the Loan Documents, no consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority
or third party is required in connection with the execution, delivery or performance by such Borrower of this Amendment or to consummate any transactions contemplated by this Amendment, unless failure to obtain such consent would not reasonably be
expected to have a Material Adverse Effect. 
 (d) When duly executed and delivered, each of this Amendment and the Credit
Agreement will be a legal and binding obligation of each Borrower, enforceable in accordance with its terms, except as limited by Debtor Relief Laws. 

(e) No Default exists on the Effective Date. 

ARTICLE 5. 

MISCELLANEOUS 

5.01. Ratification of Agreements. The Original Agreement, as hereby amended, is hereby ratified and confirmed in all respects and shall
remain in full force and effect. The Loan Documents, as they may be amended or affected by this Amendment, are hereby ratified and confirmed in all respects. Any reference to the Credit Agreement in any Loan Document shall be deemed to be a
reference to the Original Agreement, as hereby amended. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders under the Original
Agreement or any other Loan Document nor constitute a waiver of any provision of the Original Agreement or any other Loan Document. 
 5.02.
Survival of Agreements. All representations, warranties, covenants and agreements of the Borrowers herein shall survive the execution and delivery of this Amendment and the performance hereof, including without limitation the making or
granting of the Loans, and shall further survive until all of the Obligations are paid in full. All statements and agreements contained in any certificate or instrument delivered by any Loan Party hereunder or under the Original Agreement to any
Lender shall be deemed to constitute representations and warranties by, and/or agreements and covenants of, such Loan Party under this Amendment and under the Original Agreement. 

  
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 5.03. Loan Documents. This Amendment is a Loan Document, and all provisions in the
Original Agreement pertaining to Loan Documents apply hereto. 
 5.04. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the law of the state of New York; provided that the Administrative Agent and each Lender shall retain all rights arising under federal law. 

5.05. Counterparts. This Amendment maybe separately executed in counterparts and by the different parties hereto in separate
counterparts, each of which when so executed shall be deemed to constitute one and the same Amendment. Delivery of an executed counterpart of this Amendment by facsimile or in electronic form shall be effective as the delivery of a manually executed
counterpart. 
 5.06. Ratification of Canadian Guaranty of Devon Energy Corporation. Devon Energy Corporation, a Delaware corporation,
hereby (i) ratifies and confirms the Canadian Guaranty effective as of October 24, 2012 made by it for the benefit of the Administrative Agent and the Canadian Lenders, (ii) agrees that all of its respective obligations and covenants
thereunder shall remain unimpaired by the execution and delivery of this Amendment and the other documents and instruments executed in connection herewith, and (iii) agrees that such Canadian Guaranty shall remain in full force and effect. 

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

[Remainder of Page Intentionally Blank] 







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

 

			
	 DEVON ENERGY CORPORATION,
 as
the U.S. Borrower and a Guarantor

		
	By:	 	/s/ David G. Harris
		 	Name:    David G. Harris
		 	Title:      Vice President, Corporate Finance and
		 	               Treasurer
	
	 DEVON NEC CORPORATION,
 as a
Canadian Borrower

		
	By:	 	/s/ David G. Harris
		 	Name:    David G. Harris
		 	Title:      Treasurer
	
	 DEVON CANADA CORPORATION,
 as
a Canadian Borrower

		
	By:	 	/s/ David G. Harris
		 	Name:    David G. Harris
		 	Title:      Treasurer


 Signature Page to First Amendment to Credit Agreement 







 CONSENT AND AGREEMENT 

Devon Financing Company, L.L.C., a Delaware limited liability company, hereby (i) consents to the provisions of this Amendment and the
transactions contemplated herein, (ii) ratifies and confirms the Guaranty effective as of October 24, 2012 (the “Guaranty”) made by it for the benefit of the Administrative Agent and the Lenders, (iii) agrees
that all of its respective obligations and covenants thereunder shall remain unimpaired by the execution and delivery of this Amendment and the other documents and instruments executed in connection herewith, and (iv) agrees that the Guaranty
shall remain in full force and effect. 
  

			
	DEVON FINANCING COMPANY, L.L.C.
		
	By:	 	/s/ David G. Harris
		 	Name: David G. Harris
		 	Title:   Vice President and Treasurer
	
	 BANK OF AMERICA, N.A.,
 as
Administrative Agent

		
	By:	 	/s/ Angelo M. Martorana
		 	Angelo M. Martorana
		 	Assistant Vice President
	
	 BANK OF AMERICA, N.A.,
 by
its Canada Branch, as Administrative Agent

		
	By:	 	/s/ Medina Sales de Andrade
		 	Name: Medina Sales de Andrade
		 	Title:   Vice President
	
	BANK OF AMERICA, N.A.,
	as a Lender, a U.S. L/C Issuer, and a U.S. Swing Line Lender
		
	By:	 	/s/ Joseph F. Scott
		 	Name:Joseph F. Scott
		 	Title:Director



  
 Signature Page to First
Amendment to Credit Agreement 








 
			
	BANK OF AMERICA, N.A., by its Canada Branch, as a Canadian Lender, a Canadian L/C Issuer, and a Canadian Swing Line Lender
		
	By:	 	/s/ Medina Sales de Andrade
		 	Name:     Medina Sales de Andrade
		 	Title:       Vice President
	
	JPMORGAN CHASE BANK, N.A., as a Lender and a U.S. L/C Issuer
		
	By:	 	/s/ Debra Hrelja
		 	Name:     Debra Hrelja
		 	Title:       Vice President
	
	JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as a Canadian Lender and a Canadian L/C Issuer
		
	By:	 	/s/ Debra Hrelja
		 	Name:     Debra Hrelja
		 	Title:       Vice President
	
	ROYAL BANK OF CANADA, as a Lender, a U.S. L/C Issuer, a Canadian Lender, and a Canadian L/C Issuer
		
	By:	 	/s/ Jim Allred
		 	Name:     Jim Allred
		 	Title:       Authorized Signatory
	
	THE ROYAL BANK OF SCOTLAND PLC, as a Lender, a U.S. L/C Issuer, a Canadian Lender and a Canadian L/C Issuer
		
	By:	 	/s/ David Syle
		 	Name:     David Syle
		 	Title:       Authorised Signatory



  
 Signature Page to First
Amendment to Credit Agreement 








 
			
	 BARCLAYS BANK PLC, as a Lender, a U.S. L/C

Issuer, a Canadian Lender and a Canadian L/C Issuer

		
	By:	 	/s/ May Huang
		 	Name:    May Huang
		 	Title:      Assistant Vice President
	
	 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

as a Lender

		
	By:	 	/s/ Mark Oberreuter
		 	Name:     Mark Oberreuter
		 	Title:       Vice President
	
	 CANADIAN IMPERIAL BANK OF COMMERCE,

NEW YORK AGENCY, as a Lender

		
	By:	 	/s/ Daria Mahoney
		 	Name:     Daria Mahoney
		 	Title:       Authorized Signatory
		
	By:	 	/s/ William M. Reid
		 	Name:     William M. Reid
		 	Title:       Authorized Signatory
	
	 CANADIAN IMPERIAL BANK OF COMMERCE,

as a Canadian Lender

		
	By:	 	/s/ Joelle Chatwin
		 	Name:     Joelle Chatwin
		 	Title:       Executive Director
		
	By:	 	/s/ Kevin McConnell
		 	Name:     Kevin McConnell
		 	Title:       Executive Director
	
	CITIBANK, N.A., as a Lender
		
	By:	 	/s/ Mason McGurrin
		 	Name:     Mason McGurrin
		 	Title:       Vice President


  

  
 Signature Page to First
Amendment to Credit Agreement 









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

Canadian Lender

		
	By:	 	/s/ Gordon DeKuyper
		 	Name:     Gordon DeKuyper
		 	Title:       Managing Director
	
	 CREDIT SUISSE AG, CAYMAN ISLANDS

BRANCH, as a Lender

		
	By:	 	/s/ Michael Spaight
		 	Name:     Michael Spaight
		 	Title:       Authorized Signatory
		
	By:	 	/s/ Jean-Marc Vauclair
		 	Name:     Jean-Marc Vauclair
		 	Title:       Authorized Signatory
	
	 DEUTSCHE BANK AG NEW YORK BRANCH, as a

Lender

		
	By:	 	/s/ Ming K. Chu
		 	Name:     Ming K. Chu
		 	Title:       Vice President
		
	By:	 	/s/ Heidi Sandquist
		 	Name:     Heidi Sandquist
		 	Title:       Director
	
	 DEUTSCHE BANK AG CANADA BRANCH, as a

Canadian Lender

		
	By:	 	/s/ Paul Uffelmann
		 	Name:     Paul Uffelmann
		 	Title:       Vice President
		
	By:	 	/s/ Scott Lampard
		 	Name:     Scott Lampard
		 	Title:       Chief Country Officer


  

  
 Signature Page to First
Amendment to Credit Agreement 








 
			
	EXPORT DEVELOPMENT CANADA, as a Lender
		
	By:	 	/s/ Trevor Mulligan
		 	Name:     Trevor Mulligan
		 	Title:       Asset Manager
		
	By:	 	/s/ Richard Leong
		 	Name:     Richard Leong
		 	Title:       Asset Manager
	
	GOLDMAN SACHS BANK USA, as a Lender
		
	By:	 	/s/ Michelle Latzoni
		 	Name:     Michelle Latzoni
		 	Title:       Authorized Signatory
	
	 MORGAN STANLEY BANK, N.A., as a Lender and a

Canadian Lender

		
	By:	 	/s/ Dmitriy Barskiy
		 	Name:     Dmitriy Barskiy
		 	Title:       Authorized Signatory
	
	 THE BANK OF NOVA SCOTIA, as a Lender, a

Canadian Lender, and a Canadian L/C Issuer

		
	By:	 	/s/ Terry Donovan
		 	Name:     Terry Donovan
		 	Title:       Managing Director
	
	 UBS LOAN FINANCE LLC, as a Lender and a

Canadian Lender

		
	By:	 	/s/ Lana Gifas
		 	Name:     Lana Gifas
		 	Title:       Director
		
	By:	 	/s/ Jennifer Anderson
		 	Name:     Jennifer Anderson
		 	Title:       Associate Director


  

  
 Signature Page to First
Amendment to Credit Agreement 








 
			
	 U.S. BANK NATIONAL ASSOCIATION, as a

Lender

		
	By:	 	/s/ Patrick Jeffrey
		 	Name:     Patrick Jeffrey
		 	Title:       Vice President
	
	 U.S. BANK NATIONAL ASSOCIATION, CANADA

BRANCH, as a Canadian Lender

		
	By:	 	/s/ Joseph Rauhala
		 	Name:     Joseph Rauhala
		 	Title:     Principal Officer
	
	WELLS FARGO BANK, N.A., as a Lender
		
	By:	 	/s/ Gabriela Ramirez
		 	Name:     Gabriela Ramirez
		 	Title:       Assistant Vice Presiden
	
	 BANK OF MONTREAL, as a Lender and a Canadian

Lender

		
	By:	 	/s/ James V. Ducote
		 	Name:     James V. Ducote
		 	Title:       Managing Director
	
	UMB BANK, N.A., as a Lender
		
	By:	 	/s/ Frank A. Sewell
		 	Name:     Frank A. Sewell
		 	Title:       President, Oklahoma City


  

  
 Signature Page to First
Amendment to Credit Agreement