exv10w2






Exhibit 10.2




EXECUTION COPY




FIFTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT




     THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (herein called this “Amendment”)
dated as of November 5, 2008, by and among DEVON ENERGY CORPORATION, a Delaware corporation (the
“US Borrower”), NORTHSTAR ENERGY CORPORATION, a Nova Scotia unlimited company, and DEVON CANADA
CORPORATION, a Nova Scotia unlimited company (the “Canadian Borrowers” and, together with the US
Borrower, the “Borrowers”), BANK OF AMERICA, N.A., individually and as administrative agent (the
“Administrative Agent”), and the Lenders party to this Amendment.



W I T N E S S E T H:




     WHEREAS, the Borrowers, the Administrative Agent and the Lenders entered into that certain
Amended and Restated Credit Agreement effective as of April 7, 2006 (as amended or supplemented to
the date hereof, the “Original Agreement”), for the purpose and consideration therein expressed,
whereby the Lenders became obligated to make loans to the Borrowers as therein provided; 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 Fifth Amendment to the Original Agreement.




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




ARTICLE 2.

AMENDMENT




     2.01. Defined Terms. Section 1.01 of the Original Agreement is hereby amended as follows:



          (a) The following definition is hereby amended to read as follows:





“L/C Issuance Global Sublimit” means, with respect to a L/C Issuer (and, if
applicable, its Canadian Affiliate), the maximum amount of L/C Obligations that such
L/C Issuer has













 







agreed to incur pursuant to this Agreement in such capacity, as such
amount is mutually agreed to in writing by Administrative Agent, the Borrowers and
such L/C Issuer.




     (b) The following definitions are hereby deleted: the definition of “Canadian Letter of
Credit Sublimit” and the definition of “US Letter of Credit Sublimit”.




     (c) The following definition is hereby added:




“Letter of Credit Sublimit” means an amount equal to US $500,000,000;
provided, however, that such amount may be decreased and/or increased from time to
time without the consent of the Lenders so long as (a) such amount has been mutually
agreed to in writing by Administrative Agent, the Borrowers and the L/C Issuers and
(b) such amount does not exceed US $500,000,000. The Letter of Credit Sublimit is
part of, and not in addition to, the Aggregate Commitments.



     2.02. Amendment to Section 2.04(a)(i). Section 2.04(a)(i) of the Original Agreement is hereby
amended by deleting the clause “the Outstanding Amount of the US L/C Obligations shall not exceed
the US Letter of Credit Sublimit” in clause (y) thereof and replacing it with the clause “the sum
of the Outstanding Amount of the US L/C Obligations plus the Outstanding Amount of the
Canadian L/C Obligations shall not exceed the Letter of Credit Sublimit.”



     2.03. Amendment to Section 3.04(a)(i). Section 3.04(a)(i) of the Original Agreement is hereby
amended by deleting the clause “the Outstanding Amount of the Canadian L/C Obligations shall not
exceed the Canadian Letter of Credit Sublimit” in clause (y) thereof and replacing it with the
clause “the sum of the Outstanding Amount of the Canadian L/C Obligations plus the
Outstanding Amount of the US L/C Obligations shall not exceed the Letter of Credit Sublimit.”



     2.04. Amendment to Section 4.10. Section 4.10 of the Original Agreement is hereby amended by
deleting the clause “and (iv) if, after giving effect to any reduction of the Aggregate
Commitments, the US Letter of Credit Sublimit or the US Swing Line Sublimit exceeds the amount of
the Aggregate US Commitments or the Canadian Letter of Credit Sublimit or the Canadian Swing Line
Sublimit exceeds the Aggregate Canadian Commitments, such Sublimits shall be automatically reduced
by the amount of such excess” and inserting in lieu thereof the following:




“(iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of
Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be
automatically reduced by the amount of such excess, and (v) if, after giving effect to any
reduction of the Aggregate Commitments, the US Swing Line Sublimit exceeds the amount of the
Aggregate US Commitments or the Canadian Swing Line Sublimit exceeds the Aggregate
Canadian Commitments, such Sublimits shall be automatically reduced by the amount of such
excess.”



     2.05. Amendment to Section 12.21. Section 12.21 of the Original Agreement is hereby amended as
follows:




     (a) by inserting the phrase “and the Lenders” immediately after each instance of the
phrase “the Administrative Agent and the Joint Lead Arrangers”;




     (b) by inserting the phrase “and each Lender” immediately after the phrase “the
Administrative Agent and each Joint Lead Arranger”;



2









 






     (c) by inserting the phrase “nor any Lender” immediately after each instance of the
phrase “the Administrative Agent nor any Joint Lead Arranger”;




     (d) by inserting the phrase “or any Lender” immediately after the phrase “the
Administrative Agent or any Joint Lead Arranger”; and




     (e) by revising clause (iv) to make the changes set forth above and certain other
changes so that as revised clause (iv) reads in its entirety as follows:




“(iv) the Administrative Agent and the Joint Lead Arrangers and the Lenders and
their respective Affiliates may be engaged in a broad range of transactions that
involve interests that differ from those of such Borrower, the other Loan Parties
and their respective Affiliates, and neither the Administrative Agent nor any Joint
Lead Arranger nor any Lender has any obligation, by reason of the transactions
contemplated hereby or the process leading thereto, to disclose of any such
interests to such Borrower or the other Loan Parties.”



ARTICLE 3.

CONDITIONS OF EFFECTIVENESS 




     3.01. Documents to be Delivered. (a) This Amendment shall become effective as of the date set
forth in the introductory paragraph of this Amendment (the “Effective Date”) when the
Administrative Agent shall have received all of the following, at the Administrative Agent’s
office:




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




     (ii) The Consent and Agreement attached hereto duly executed and delivered by
Devon Financing, U.L.C.




     (iii) A Certificate of the US Borrower of even date herewith signed by a
Responsible Officer of the US Borrower (i) certifying that Borrowers have taken all
action necessary to authorize the execution and delivery of this Amendment and (ii)
certifying that before and after giving effect to this Amendment, (A) the
representations and warranties contained in Article IV of this Amendment, in Article
VII of the Original Agreement and in the other Loan Documents made by it are true
and correct in all
material respects on and as of the date hereof, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case
they were true and correct in all material respects as of such earlier date, and (B)
no Default exists.



               (b) All commitment, facility, agency, and to the extent invoiced prior to the Effective Date,
legal and other fees that are due on or before the date hereof and are required to be paid or
reimbursed to any Lender pursuant to any Loan Documents or any commitment agreement heretofore
entered into shall have been paid.



ARTICLE 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



3









 







to
the following matters applicable to it and its Subsidiaries that, and the US Borrower represents
and warrants to each Lender with respect to all of the following matters that:




     (a) The representations and warranties contained in Article VII of the Original
Agreement and the other Loan Documents made by it are true and correct in all material
respects on and as of the Effective Date, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they were true and correct
in all material respects as of such earlier date.




     (b) Each Borrower is duly authorized to execute and deliver this Amendment and is duly
authorized to borrow monies and to perform its obligations under the Original Agreement.
Each Borrower has duly taken all corporate action necessary to authorize the execution and
delivery of this Amendment and to authorize the performance of the obligations of such
Borrower hereunder.




     (c) The execution and delivery by each Borrower of this Amendment, the performance by
such Borrower of its obligations hereunder and the consummation of the transactions
contemplated hereby do not and will not (i) conflict with any provision of (A) any Law, (B)
the 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, or (ii) result in the acceleration
of any Indebtedness of such Borrower which would reasonably be expected to have a Material
Adverse Effect, or (iii) result in or require the creation of any Lien upon any assets or
properties of such Borrower which would reasonably be expected to have a Material Adverse
Effect, except as expressly contemplated or permitted in the Loan Documents. Except as
expressly contemplated in the Loan Documents, no consent, approval, authorization or order
of, and no notice to or filing with, any Governmental Authority or third party is required
in connection with the execution, delivery or performance by such Borrower of this Amendment
or to consummate any transactions contemplated by this Amendment, unless failure to obtain
such consent would not reasonably be expected to have a Material Adverse Effect.




     (d) When duly executed and delivered, each of this Amendment and the Original Agreement
(as amended by this Amendment) will be a legal and binding obligation of each Borrower,
enforceable in accordance with its terms, except as limited by Debtor Relief Laws.




     (e) No Default exists on the Effective Date.



ARTICLE 5.

MISCELLANEOUS




     5.01. Ratification of Agreements. The Original Agreement, as hereby amended, is hereby ratified
and confirmed in all respects. The Loan Documents, as they may be amended or affected by this
Amendment, are hereby ratified and confirmed in all respects. Any reference to the Credit Agreement
in any Loan Document shall be deemed to be a reference to the Original Agreement, as hereby
amended. The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of the Lenders under the
Original Agreement or any other Loan Document nor constitute a waiver of any provision of the
Original Agreement or any other Loan Document.



     5.02. 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



4









 







hereof, including without limitation the making or granting of the Loans, and shall further survive
until all of the Obligations are paid in full. All statements and agreements contained in any
certificate or instrument delivered by any Loan Party hereunder or under the Original Agreement to
any Lender shall be deemed to constitute representations and warranties by, and/or agreements and
covenants of, such Loan Party under this Amendment and under the Original Agreement.



     5.03. 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; Fax. 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. This Amendment may be validly executed by facsimile or
other electronic transmission.



     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 April
7, 2006 made by it for the benefit of the Administrative Agent and the Canadian Lenders, (ii)
agrees that all of its respective obligations and covenants thereunder shall remain unimpaired by
the execution and delivery of this Amendment and the other documents and instruments executed in
connection herewith, and (iii) agrees that such Canadian Guaranty shall remain in full force and
effect.



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



[Remainder of Page Intentionally Blank]




5









 








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



	 	 	 	 	 	 	 
	 	 	DEVON ENERGY CORPORATION,

as the US Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey A. Agosta 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Jeffrey A. Agosta	 	 
	 

	 	Title:
	 	Sr. Vice President – Corp.	 	 
	 

	 	 	 	Finance and Treasurer	 	 






	 	 	 	 	 	 	 
	 	 	NORTHSTAR ENERGY CORPORATION, 

as a Canadian Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey A. Agosta	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Jeffrey A. Agosta	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	DEVON CANADA CORPORATION,

as a Canadian Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey A. Agosta	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Jeffrey A. Agosta	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 






6









 






CONSENT AND AGREEMENT




     Devon Financing Corporation, U.L.C., a Nova Scotia unlimited company, hereby (i) consents to
the provisions of this Amendment and the transactions contemplated herein, (ii) ratifies and
confirms the Guaranty effective as of April 7, 2006 (the “Guaranty”) made by it for the benefit of
the Administrative Agent and the Lenders, (iii) agrees that all of its respective obligations and
covenants thereunder shall remain unimpaired by the execution and delivery of this Amendment and
the other documents and instruments executed in connection herewith, and (iv) agrees that the
Guaranty shall remain in full force and effect.



	 	 	 	 	 	 	 
	 	 	DEVON FINANCING CORPORATION, U.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey A. Agosta	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Jeffrey A. Agosta	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 






7









 






	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Renita Cummings	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Renita Cummings	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., by its Canada

branch, as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Medina Sales de Andrade	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Medina Sales de Andrade	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as a Lender, a US L/C Issuer,

and a US Swing Line Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gabe Gomez	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Gabe Gomez	 	 
	 

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

Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert W. Traband	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert W. Traband	 	 
	 

	 	Title:
	 	Executive Director	 	 







8











 





	 	 	 	 	 	 	 
	 	 	BAYERISCHE LANDESBANK, CAYMAN

ISLANDS BRANCH, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	     /s/ Craig Anderson
 

Craig Anderson
	 	 
	 

	 	Title:
	 	First Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	     /s/ John Gregory
 

John Gregory
	 	 
	 

	 	Title:
	 	First Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	560 Lexington Ave.	 	 
	 

	 	 	 	New York, NY 10022	 	 
	 
	 	 	 	 	 	 
	 

	 	Contact:
	 	Craig Anderson	 	 
	 
	 	 	 	 	 	 
	 	 	BNP PARIBAS, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	     /s/ David Dodd
 

David Dodd
	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	     /s/ Juan Carlos Sandoval
 

Juan Carlos Sandoval
	 	 
	 

	 	Title:
	 	Vice President	 	 






9









 






	 	 	 	 	 	 	 
	 	 	CREDIT SUISSE, Cayman Islands Branch, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	      /s/ James Moran
 

James Moran
	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	     /s/ Nupur Kumar
 

Nupur Kumar
	 	 
	 

	 	Title:
	 	Associate	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	     /s/ David G. Mills
 

David G. Mills
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	MERRILL LYNCH BANK USA, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	     /s/ Louis Alder
 

Louis Alder
	 	 
	 

	 	Title:
	 	First Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	ROYAL BANK OF CANADA, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	      /s/ Jay T. Sartain
 

Jay T. Sartain
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






10









 






	 	 	 	 	 	 	 
	 	 	UBS LOAN FINANCE LLC, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	      /s/ Irja R. Otsa
 

Irja R. Otsa
	 	 
	 

	 	Title:
	 	Associate Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	      /s/ Mary E. Evans
 

Mary E. Evans

Associate Director
	 	 
	 
	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	      /s/ Paul Pritchett
 

Paul Pritchett
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	      /s/ Christina Faith
 

Christina Faith
	 	 
	 

	 	Title:
	 	Vice President	 	 






11









 






	 	 	 	 	 	 	 
	 	 	EXPORT DEVELOPMENT CANADA, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	      /s/ Janine Dopson

 

Janine Dopson
	 	 
	 

	 	Title:
	 	Loan Asset Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	      /s/ Howard Clysdale

 

Howard Clysdale
	 	 
	 

	 	Title:
	 	Portfolio Manager	 	 
	 
	 	 	 	 	 	 
	 	 	BARCLAYS BANK PLC, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	      /s/ Nicholas A. Bell
 

Nicholas A. Bell
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	CITIBANK, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	      /s/ Todd Mogil
 

Todd Mogil
	 	 
	 

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

NEW YORK BRANCH, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	      /s/ Linda Terry
 

Linda Terry
	 	 
	 

	 	Title:
	 	Vice President & Manager	 	 






12









 






	 	 	 	 	 	 	 
	 	 	UMB BANK, n.a., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	      /s/ Frank A. Sewell
 

Frank A. Sewell
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	WILLIAM STREET COMMITMENT

CORPORATION, (Recourse only to the assets of

William Street Commitment Corporation), as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	      /s/ Mark Walton
 

Mark Walton
	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., by its Canada

branch, as a Canadian Lender, a Canadian L/C

Issuer, and a Canadian Swing Line Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	      /s/ Medina Sales de Andrade
 

Medina Sales de Andrade
	 	 
	 

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

L/C Issuer and a Canadian Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	      /s/ David G. Mills
 

David G. Mills
	 	 
	 

	 	Title:
	 	Director	 	 






13









 






	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., Toronto Branch, as a
Canadian Lender and Canadian L/C Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Drew McDonald
 

Drew McDonald
	 	 
	 

	 	Title:
	 	Executive Director	 	 
	 
	 	 	 	 	 	 
	 	 	CITIBANK N.A., CANADIAN BRANCH, as a

Canadian Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ivan Davey
 

Ivan Davey
	 	 
	 

	 	Title:
	 	Authorized Signer	 	 
	 
	 	 	 	 	 	 
	 	 	CREDIT SUISSE TORONTO BRANCH, as a

Canadian Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Alain Daoust
 

Alain Daoust
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	 /s/ Bruce F. Wetherly
 

Bruce F. Wetherly
	 	 
	 

	 	Title:
	 	Director	 	 






14









 






	 	 	 	 	 	 	 
	 	 	DEUTSCHE BANK AG CANADA BRANCH, as a

Canadian Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	      /s/ Robert A. Johnston
 

Robert A. Johnston
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	      /s/ Marcellus Leung
 

Marcellus Leung
	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	ROYAL BANK OF CANADA, as a Canadian Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	      /s/ Sonia G. Tibbatts
 

Sonia G. Tibbatts
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	SOCIETE GENERALE (CANADA BRANCH), as a 

Canadian Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	      /s/ David Baldoni
 

David Baldoni
	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	      /s/ Paul Primavesi
 

Paul Primavesi
	 	 
	 

	 	Title:
	 	Vice President	 	 






15









 






	 	 	 	 	 	 	 
	 	 	UBS AG CANADA BRANCH, as a Canadian Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	      /s/ Amy Fung
 

Amy Fung
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	      /s/ Stephen Gerry
 

Stephen Gerry
	 	 
	 

	 	Title:
	 	Director	 	 







16