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                                                                    EXHIBIT 10.1


                     FIRST AMENDMENT TO AMENDED AND RESTATED
                               US CREDIT AGREEMENT


         THIS FIRST AMENDMENT TO AMENDED AND RESTATED US CREDIT AGREEMENT
(herein called this "Amendment") made as of the Effective Date (defined below in
Section 3.1), by and among Devon Energy Corporation, a Delaware corporation ("US
Borrower"), Bank of America, N.A., individually and as administrative agent ("US
Agent"), and the US Lenders party to this Amendment. The Offer for Extension set
forth in this Amendment is made by the undersigned Tranche B Lenders and shall
be open for acceptance by US Borrower until (and including) June 5, 2003.

                              W I T N E S S E T H:

         WHEREAS, US Borrower, US Agent and US Lenders entered into that certain
Amended and Restated US Credit Agreement dated as of June 7, 2002 (as amended,
supplemented, or restated to the date hereof, the "Original Agreement"), for the
purpose and consideration therein expressed, whereby US Lenders became obligated
to make loans to US Borrower as therein provided; and

         WHEREAS, pursuant to, and in compliance with the terms of, Section
1.1(c) of the Original Agreement, US Borrower has delivered to US Agent a
Request for Offer of Extension and a copy thereof has been provided to all
Tranche B Lenders; and

         WHEREAS, after taking into account the reallocations described in
Section 3.2 of this Amendment, all of the Tranche B Lenders have agreed to
accept such Request for Offer of Extension; and

         WHEREAS, all of the Tranche B Lenders have agreed to extend the Tranche
B Revolving Period until the Tranche B Conversion Date as described in Section
2.2 of this Amendment and US Agent hereby makes an Offer of Extension to US
Borrower on such terms; and

         WHEREAS, US Borrower, US Agent and US Lenders party to this Amendment
desire to amend the Original Agreement to, among other things, (a) add a new
Letter of Credit subfacility to the Tranche B credit facility and (b) provide
that the Existing Ocean Letters of Credit (defined below) shall be deemed to
have been issued under the Original Agreement;

         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 US Lenders to US
Borrower, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:



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                                   ARTICLE I.

                           Definitions and References

         Section 1.1. Terms Defined in the Original Agreement. Unless the
context otherwise requires or unless otherwise expressly defined herein, the
terms defined in the Original Agreement (defined below) shall have the same
meanings whenever used in this Amendment.

         Section 1.2. Other Defined Terms. Unless the context otherwise
requires, the following terms when used in this Amendment shall have the
meanings assigned to them in this section.

                  "Amendment" means this First Amendment to the Original
         Agreement.

                  "Effective Date" has the meaning given to such term in Section
         3.1.

                  "Exiting Tranche B Lenders" means Bayerische Landesbank
         Girozentrale, Toronto Branch, and Local Oklahoma Bank.

                  "New Tranche B Lenders" means those financial institutions
         listed as a Tranche B Lender on Annex II hereto that are not Tranche B
         Lenders under the Original Agreement.

                  "US Agreement" means the Original Agreement as amended hereby.


                                   ARTICLE II.

                        Amendments to Original Agreement

         Section 2.1. Defined Terms - Tranche A & Tranche B Facilities.

         (a) The following definitions are hereby added to Annex I to the
Original Agreement in alphabetical order:

                  "'Canadian LC Collateral' means amounts delivered to Canadian
         Agent pursuant to Section 2.11 of the Canadian Agreement and held as
         security for Canadian LC Obligations and the other Canadian
         Obligations."

                  "'Existing Ocean Letters of Credit' means those "Letters of
         Credit" (as defined by the Ocean Credit Agreement) issued pursuant to
         the Ocean Credit Agreement, as listed on Schedule 4."

                  "'Ocean' means Ocean Energy, Inc., a Delaware corporation,
         which changed its name as of April 25, 2003 to Devon OEI Operating,
         Inc."

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                  "'Ocean Credit Agreement' means that certain Revolving Credit
         Agreement dated as of May 31, 2002, among Ocean, JPMorgan Chase Bank,
         as administrative agent, and the financial institutions party thereto,
         as amended or supplemented."

                  "'TRA LC Collateral' means amounts delivered to US Agent
         pursuant to Section 2.6 of the US Agreement and held as security for
         TRA US LC Obligations and the other US Obligations."

                  "'TRA Letters of Credit' means all Letters of Credit issued
         pursuant to Article II of the US Agreement and those Existing Ocean
         Letters of Credit that are designated as TRA Letters of Credit on
         Schedule 4."

                  "'TRA Matured US LC Obligations' means all amounts paid by US
         LC Issuer on drafts or demands for payment drawn or made under or
         purported to be under any TRA Letter of Credit issued under the US
         Agreement and all other amounts due and owing to US LC Issuer under any
         LC Application for any such TRA Letter of Credit, to the extent the
         same have not been repaid to US LC Issuer (with the proceeds of Loans
         or otherwise)."

                  "'TRA US LC Obligations' means, at the time in question, with
         respect to the US Agreement, the sum of all TRA Matured US LC
         Obligations plus the maximum amounts which US LC Issuer might then or
         thereafter be called upon to advance under all TRA Letters of Credit
         issued under the US Agreement then outstanding."

                  "'TRA US LC Sublimit' means US $200,000,000."

                  "'US Facility Commitment Period" means (i) for purposes of the
         Competitive Bid Notes allocated to the Tranche A Loans, the period from
         the date of this Agreement until the Tranche A Maturity Date and (ii)
         for Competitive Bid Notes allocated to the Tranche B Loans, the period
         from the date of this Agreement until the Tranche B Maturity Date.

         (b) The following definitions in Annex I to the Original Agreement are
hereby amended in their entirety to read as follows:

                  "'Matured US LC Obligations' means all TRA Matured US LC
         Obligations and all TRB Matured US LC Obligations."

                  "'Tranche A Facility Usage' means, at the time in question,
         the aggregate amount of Tranche A Loans and TRA US LC Obligations
         outstanding at such time under the US Agreement."

                  "'Unrestricted Subsidiary' means any corporation, association,
         partnership, limited liability company, joint venture, or other
         business or corporate entity, enterprise or organization (i) which is
         listed below in this definition, or (ii) in which US Borrower did


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         not own an interest (directly or indirectly) as of the Closing Date,
         which thereafter became a Subsidiary of US Borrower and which, within
         90 days after becoming a Subsidiary of US Borrower, was designated as
         an Unrestricted Subsidiary by US Borrower to US Agent; provided that
         (a) in the event any such Subsidiary becomes a Material Subsidiary at
         any time, such Subsidiary shall cease to be an Unrestricted Subsidiary
         at such time and shall automatically become a Restricted Subsidiary and
         (b) US Borrower may convert any Unrestricted Subsidiary to a Restricted
         Subsidiary by delivering to US Agent written notice of such conversion
         signed by the Senior Vice President - Finance, the Senior Vice
         President - Corporate Finance and Development, the Vice President -
         Corporate Finance, the Treasurer or the Vice President - Accounting of
         US Borrower as of the effective date of such conversion, which notice
         shall certify the following conditions precedent: (1) after giving
         effect to such conversion, all representations and warranties in any
         Loan Document applicable to such Subsidiary shall be true in all
         material respects on and as of such date as if made on and as of the
         date of such conversion (except to the extent that the facts upon which
         such representations are based have been changed by the extension of
         credit hereunder), and (2) after giving effect to such conversion, no
         Default or Event of Default shall occur solely as a result of such
         conversion. The Subsidiaries of US Borrower listed on Attachment 1 to
         this Annex I shall initially be designated as Unrestricted
         Subsidiaries."

                  "'US LC Issuer' means, with respect to any Letter of Credit,
         the issuer of such Letter of Credit, which shall be, at the request of
         US Borrower pursuant to Sections 2.1 and 2.1A of the US Agreement (as
         applicable), (a) Bank of America, (b) JPMorgan Chase Bank, or (c)
         another US Lender that is approved by US Agent and US Borrower and that
         agrees to be bound by the provisions of the US Agreement as a US LC
         Issuer in form acceptable to US Agent and US Borrower, and their
         respective successors in such capacities."

                  "'US LC Obligations' means all TRA US LC Obligations and all
         TRB US LC Obligations."

         (c) Paragraph (a) of the definition of Percentage Share in Annex I to
the Original Agreement is hereby amended to replace the reference to "when no US
Loans are outstanding" with the reference "when no US Loans or US LC Obligations
are outstanding".

         (d) The definitions of "LC Collateral" and "US LC Sublimit" in Annex I
of the Original Agreement are hereby deleted in their entirety. The definition
of "Tranche A Percentage Share" in Annex I of the Original Agreement is hereby
amended to replace each reference to "US LC Obligations" with "TRA US LC
Obligations".

         Section 2.2. Defined Terms - Tranche B Facility.

         (a) The following definitions are hereby added to Annex I to the
Original Agreement in alphabetical order:



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                  "'TRB LC Collateral' means amounts delivered to US Agent
         pursuant to Section 2.6A of the US Agreement and held as security for
         TRB US LC Obligations and the other US Obligations."

                  "'TRB Letters of Credit' means all Letters of Credit issued
         pursuant to Article IIA of the US Agreement and those Existing Ocean
         Letters of Credit that are designated as TRB Letters of Credit on
         Schedule 4."

                  "'TRB Matured US LC Obligations' means all amounts paid by US
         LC Issuer on drafts or demands for payment drawn or made under or
         purported to be under any TRB Letter of Credit issued under the US
         Agreement and all other amounts due and owing to US LC Issuer under any
         LC Application for any such TRB Letter of Credit, to the extent the
         same have not been repaid to US LC Issuer (with the proceeds of Loans
         or otherwise)."

                  "'TRB US LC Obligations' means, at the time in question, with
         respect to the US Agreement, the sum of all TRB Matured US LC
         Obligations plus the maximum amounts which US LC Issuer might then or
         thereafter be called upon to advance under all TRB Letters of Credit
         issued under the US Agreement then outstanding."

                  "'TRB US LC Sublimit' means US $100,000,000."

         (b) The following definitions in Annex I to the Original Agreement are
hereby amended in their entirety to read as follows:

                  "'Tranche B Conversion Date' means the date which is 364 days
         after the date on which US Borrower executes and delivers to US Agent
         the First Amendment to Amended and Restated US Credit Agreement among
         US Borrower, US Agent and certain US Lenders, or such later day to
         which the Tranche B Conversion Date is extended pursuant to Section 1.1
         of the US Agreement."

                  "'Tranche B Facility Usage' means, at the time in question,
         the aggregate amount of Tranche B Loans and TRB US LC Obligations
         outstanding at such time under the US Agreement."

                  "'Tranche B Maturity Date' means the date which is one year
         and one day after the Tranche B Conversion Date."

                  "'Tranche B Percentage Share' means with respect to any
         Tranche B Lender (i) when used in Article I of the US Agreement or in
         Article IIA of the US Agreement, in any Borrowing Notice thereunder or
         when no Tranche B Loans are outstanding, the Tranche B percentage set
         forth opposite such Tranche B Lender's name on the Lenders Schedule as
         modified by assignments of a Tranche B Lender's rights and obligations
         under the US Agreement made by or to such Lender in accordance with the
         terms of the US Agreement, and (ii) when used otherwise, the percentage
         obtained by dividing (x) the


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         sum of the unpaid principal balance of such Lender's Tranche B Loans
         and such Lender's Percentage Share of the TRB US LC Obligations, by (y)
         the sum of the aggregate unpaid principal balance of all Tranche B
         Loans at such time plus the aggregate amount of all TRB US LC
         Obligations outstanding at such time."

         Section 2.3. Fees.

         (a) The first sentence of Subsection (e) of Section 1.5 of the Original
Agreement is hereby amended to add the following proviso thereto to read as
follows:

         "; provided that for purposes of this calculation, Tranche B Facility
         Usage shall exclude outstanding TRB US LC Obligations to the extent
         that US Borrower has delivered TRB LC Collateral in respect thereof
         pursuant to Section 2.6A(c)."

         (b) Subsection (f) of Section 1.5 of the Original Agreement is hereby
amended to replace the reference to "12.5 Basis Points" with "25 Basis Points".

         Section 2.4. Tranche A Letters of Credit.

         (a) The Original Agreement is hereby amended to rename Article II
thereof to read as follows: "ARTICLE II - Tranche A Letters of Credit".

         (b) Article II of the Original Agreement is hereby amended to (i)
replace each reference to "Letter of Credit" with "TRA Letter of Credit", (ii)
replace each reference to "Letters of Credit" with "TRA Letters of Credit",
(iii) replace each reference to "Matured US LC Obligation" with "TRA Matured US
LC Obligation", (iv) replace each reference to "Matured US LC Obligations" with
"TRA Matured US LC Obligations", (v) replace each reference to "US LC
Obligation" with "TRA US LC Obligation", (vi) replace each reference to "US LC
Obligations" with "TRA US LC Obligations", (vii) replace each reference to "US
LC Sublimit" with "TRA US LC Sublimit", and (viii) replace each reference to "LC
Collateral" with "TRA LC Collateral".

         (c) Subsection (e) of Section 2.1 of the Original Agreement is hereby
amended in its entirety to read as follows: "(e) [Intentionally Omitted];".

         (d) The last sentence of Section 2.2 of the Original Agreement is
hereby amended in its entirety to read as follows: "If any provisions of any LC
Application conflict with any provisions of this Agreement or are inconsistent
with the provisions of this Agreement, the provisions of this Agreement shall
govern and control."

         (e) The last sentence of Subsection (b) of Section 2.3 of the Original
Agreement is hereby amended to replace the reference to "Default Rate" with
"Default Rate applicable to US Base Rate Loans".



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         (f) Clause (a) of the first sentence of Section 2.4 of the Original
Agreement is hereby amended to replace the reference to "payable on the date of
issuance" with "payable, to the extent not previously paid, in arrears on the
last day of each Fiscal Quarter".

         (g) Section 2.6 of the Original Agreement is hereby amended in its
entirety to read as follows:

         "Section 2.6. LC Collateral.

                  (a) TRA US LC Obligations in Excess of Tranche A Maximum
         Credit Amount. If, after the making of all mandatory prepayments
         required under Section 1.6(b), the TRA US LC Obligations outstanding
         under the US Agreement will exceed the Tranche A Maximum Credit Amount,
         then in addition to prepayment of the entire principal balance of the
         Tranche A Loans and US Swing Loans, US Borrower will immediately pay to
         US Agent an amount equal to such excess. US Agent will hold such amount
         as TRA LC Collateral to secure the remaining TRA US LC Obligations
         outstanding under the US Agreement and the other US Obligations, and
         such TRA LC Collateral may be applied from time to time to any TRA
         Matured US LC Obligations or other US Obligations which are due and
         payable. Neither this subsection nor the following subsection shall,
         however, limit or impair any rights which US Agent or US LC Issuer may
         have under any other document or agreement relating to any TRA Letter
         of Credit, TRA LC Collateral or TRA US LC Obligation, including,
         subject to the last sentence of Section 2.2, any LC Application, or any
         rights which any Lender Party may have to otherwise apply any payments
         by US Borrower and any TRA LC Collateral under Section 3.1.

                  (b) Acceleration of US LC Obligations. If the US Obligations
         or any part thereof become immediately due and payable pursuant to
         Section 8.1 then, unless Tranche A Required Lenders otherwise
         specifically elect to the contrary (which election may thereafter be
         retracted by Tranche A Required Lenders at any time), all TRA US LC
         Obligations shall become immediately due and payable without regard to
         whether or not actual drawings or payments on the Letters of Credit
         have occurred, and US Borrower shall be obligated to pay to US Agent
         immediately an amount equal to the aggregate TRA US LC Obligations
         which are then outstanding to be held as TRA LC Collateral.

                  (c) Investment of TRA LC Collateral. Pending application
         thereof, all TRA LC Collateral shall be invested by US Agent (i) at any
         time when no Default or Event of Default has occurred that is
         continuing, in such Cash Equivalents as US Borrower may direct in
         writing to US Agent and (ii) at any time when a Default or Event of
         Default has occurred that is continuing, in such Cash Equivalents as US
         Agent may choose in its sole discretion. All interest on (and other
         proceeds of) such Investments shall be reinvested or applied to TRA
         Matured US LC Obligations or other US Obligations which are due and
         payable; provided that so long as no Default or Event of Default has
         occurred that is continuing, such interest on or other earnings in
         respect of such Investments shall be promptly paid to US Borrower upon
         its written request to US Agent. When all US


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         Obligations have been satisfied in full, including all TRA US LC
         Obligations, all TRA Letters of Credit have expired or been terminated,
         and all of US Borrower's reimbursement obligations in connection
         therewith have been satisfied in full, US Agent shall release to US
         Borrower any remaining TRA LC Collateral.

                  (d) Grant of Security Interest. US Borrower hereby assigns and
         grants to US Agent a continuing security interest in all TRA LC
         Collateral paid by it to US Agent, all Investments purchased with such
         TRA LC Collateral, and all proceeds thereof to secure its TRA Matured
         US LC Obligations and the other US Obligations hereunder, each US Note,
         and the other US Loan Documents. US Borrower further agrees that US
         Agent shall have all of the rights and remedies of a secured party
         under the Uniform Commercial Code as adopted in the State of Texas with
         respect to such security interest and that an Event of Default under
         this Agreement shall constitute a default for purposes of such security
         interest. When US Borrower is required to provide TRA LC Collateral for
         any reason and fails to do so on the day when required, US Agent may
         without notice to US Borrower or any other Restricted Person provide
         such TRA LC Collateral (whether by transfers from other accounts
         maintained with US Agent, or otherwise) using any available funds of US
         Borrower or any other Person also liable to make such payments."

         Section 2.5. Tranche B Letters of Credit. The Original Agreement is
hereby amended to add a new Article IIA thereto immediately following Article II
thereof to read as follows:


                   "ARTICLE IIA - Tranche B Letters of Credit

                  Section 2.1A. Tranche B Letters of Credit. Subject to the
         terms and conditions hereof, US Borrower may during the Tranche B
         Revolving Period request US LC Issuer to issue one or more TRB Letters
         of Credit, provided that, after taking such TRB Letter of Credit into
         account:

                  (a) the Tranche B Facility Usage does not exceed the Tranche B
         Maximum Credit Amount at such time;

                  (b) the aggregate amount of TRB US LC Obligations arising from
         TRB Letters of Credit issued under this Agreement at such time does not
         exceed the TRB US LC Sublimit;

                  (c) the expiration date of such TRB Letter of Credit is prior
         to the end of the Tranche B Maturity Date;

                  (d) such TRB Letter of Credit is to be used for general
         corporate purposes of US Borrower or one or more of its Subsidiaries;



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                  (e) the issuance of such TRB Letter of Credit will be in
         compliance with all applicable governmental restrictions, policies, and
         guidelines and will not subject US LC Issuer to any cost which is not
         reimbursable under Article III;

                  (f) the form and terms of such TRB Letter of Credit are
         acceptable to US LC Issuer in its reasonable discretion;

                  (g) all other conditions in this Agreement to the issuance of
         such TRB Letter of Credit have been satisfied.

         Subject to the terms and conditions set forth herein, US LC Issuer
         will, in reliance upon the agreements of the other Tranche B Lenders
         set forth in Section 2.3A(b), honor any such request if the foregoing
         conditions (a) through (g) (in the following Section 2.2A called the
         "TRB LC Conditions") have been met as of the date of issuance of such
         TRB Letter of Credit. US LC Issuer may choose to honor any such request
         for any other TRB Letter of Credit but has no obligation to do so and
         may refuse to issue any other requested TRB Letter of Credit for any
         reason which US LC Issuer in its sole discretion deems relevant.

                  Section 2.2A. Requesting Letters of Credit. US Borrower must
         make written application for any TRB Letter of Credit at least three
         Business Days before the date on which US Borrower desires for US LC
         Issuer to issue such TRB Letter of Credit. By making any such written
         application US Borrower shall be deemed to have represented and
         warranted that the TRB LC Conditions described in Section 2.1A will be
         met as of the date of issuance of such TRB Letter of Credit. Each such
         written application for a TRB Letter of Credit must be made in writing
         in the form customarily used by the US LC Issuer, the terms and
         provisions of which are hereby incorporated herein by reference (or in
         such other form as may mutually be agreed upon by US LC Issuer and US
         Borrower). Two Business Days after the TRB LC Conditions for a TRB
         Letter of Credit have been met as described in Section 2.1A (or if US
         LC Issuer otherwise desires to issue such TRB Letter of Credit), US LC
         Issuer will issue such TRB Letter of Credit at US LC Issuer's office.
         If any provisions of any LC Application conflict with any provisions of
         this Agreement or are inconsistent with the provisions of this
         Agreement, the provisions of this Agreement shall govern and control.

                  Section 2.3A. Reimbursement and Participations.

                  (a) Reimbursement by US Borrower. If the beneficiary of any
         TRB Letter of Credit issued hereunder makes a draft or other demand for
         payment thereunder, then Tranche B Loans that are US Base Rate Loans
         shall be made by Tranche B Lenders to US Borrower in the amount of such
         draft or demand notwithstanding the fact that one or more conditions
         precedent to the making of such US Base Rate Loans may not have been
         satisfied. Such US Base Rate Loans shall be made concurrently with US
         LC Issuer's payment of such draft or demand without any request
         therefor by US Borrower and shall


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         be immediately used by US LC Issuer to repay the amount of the
         resulting TRB Matured US LC Obligation.

                  (b) Participation by Lenders. US LC Issuer irrevocably agrees
         to grant and hereby grants to each Tranche B Lender, and to induce US
         LC Issuer to issue TRB Letters of Credit hereunder, each Tranche B
         Lender irrevocably agrees to accept and purchase and hereby accepts and
         purchases from US LC Issuer, on the terms and conditions hereinafter
         stated and for such Tranche B Lender's own account and risk, an
         undivided interest equal to such Tranche B Lender's Tranche B
         Percentage Share of US LC Issuer's obligations and rights under each
         TRB Letter of Credit issued hereunder and the amount of each TRB
         Matured US LC Obligation paid by US LC Issuer thereunder. Each Tranche
         B Lender unconditionally and irrevocably agrees with US LC Issuer that,
         if a TRB Matured US LC Obligation is paid under any TRB Letter of
         Credit issued hereunder for which US LC Issuer is not reimbursed in
         full, whether pursuant to Section 2.3A(a) above or otherwise, such
         Tranche B Lender shall (in all circumstances and without set-off or
         counterclaim) pay to US LC Issuer on demand, in immediately available
         funds at US LC Issuer's address for notices hereunder, such Tranche B
         Lender's Tranche B Percentage Share of such TRB Matured US LC
         Obligation (or any portion thereof which has not been reimbursed by US
         Borrower). Each Tranche B Lender's obligation to pay US LC Issuer
         pursuant to the terms of this subsection is irrevocable and
         unconditional. If any amount required to be paid by any Tranche B
         Lender to US LC Issuer pursuant to this subsection is paid by such
         Tranche B Lender to US LC Issuer within three Business Days after the
         date such payment is due, US LC Issuer shall in addition to such amount
         be entitled to recover from such Tranche B Lender, on demand, interest
         thereon calculated from such due date at the Federal Funds Rate. If any
         amount required to be paid by any Tranche B Lender to US LC Issuer
         pursuant to this subsection is not paid by such Tranche B Lender to US
         LC Issuer within three Business Days after the date such payment is
         due, US LC Issuer shall in addition to such amount be entitled to
         recover from such Tranche B Lender, on demand, interest thereon
         calculated from such due date at the Default Rate applicable to US Base
         Rate Loans.

                  (c) Distributions to Participants. Whenever US LC Issuer has
         in accordance with this section received from any Tranche B Lender
         payment of such Tranche B Lender's Tranche B Percentage Share of any
         TRB Matured US LC Obligation, if US LC Issuer thereafter receives any
         payment of such TRB Matured US LC Obligation or any payment of interest
         thereon (whether directly from US Borrower or by application of TRB LC
         Collateral or otherwise, and excluding only interest for any period
         prior to US LC Issuer's demand that such Tranche B Lender make such
         payment of its Tranche B Percentage Share), US LC Issuer will
         distribute to such Tranche B Lender its Tranche B Percentage Share of
         the amounts so received by US LC Issuer; provided, however, that if any
         such payment received by US LC Issuer must thereafter be returned by US
         LC Issuer, such Tranche B Lender shall return to US LC Issuer the
         portion thereof which US LC Issuer has previously distributed to it.



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                  (d) Calculations. A written advice setting forth in reasonable
         detail the amounts owing under this section, submitted by US LC Issuer
         to US Borrower or any Tranche B Lender from time to time, shall be
         conclusive, absent manifest error, as to the amounts thereof.

                  Section 2.4A. Letter of Credit Fees. In consideration of US LC
         Issuer's issuance of any TRB Letter of Credit, prior to the delivery of
         TRB LC Collateral pursuant to Section 2.6A(c) on the Tranche B
         Conversion Date, US Borrower agrees to pay (a) to US LC Issuer for its
         own account, a letter of credit fronting fee at a rate equal to 12.5
         Basis Points per annum multiplied by the face amount of such TRB Letter
         of Credit, payable in arrears on the last day of each Fiscal Quarter
         and (b) to US Agent, for the account of all Tranche B Lenders in
         accordance with their respective Tranche B Percentage Shares, a letter
         of credit issuance fee calculated by applying the Applicable Margin for
         Tranche B Loans to the face amount of all TRB Letters of Credit
         outstanding on each day, payable in arrears on the last day of each
         Fiscal Quarter. Following the delivery of such TRB LC Collateral, US
         Borrower agrees to pay (a) to US LC Issuer for its own account, a
         letter of credit fronting fee at a rate equal to 6.25 Basis Points per
         annum multiplied by the face amount of such TRB Letter of Credit, and
         (b) to US Agent, for the account of all Tranche B Lenders in accordance
         with their respective Tranche B Percentage Shares, a letter of credit
         issuance fee at a rate equal to 12.5 Basis Points per annum multiplied
         by the face amount of all TRB Letters of Credit outstanding on each
         day, in each case, payable in arrears on the last day of each Fiscal
         Quarter.

                  Section 2.5A. No Duty to Inquire.

                  (a) Drafts and Demands. US LC Issuer is authorized and
         instructed to accept and pay drafts and demands for payment under any
         TRB Letter of Credit without requiring, and without responsibility for,
         any determination as to the existence of any event giving rise to said
         draft, either at the time of acceptance or payment or thereafter. US LC
         Issuer is under no duty to determine the proper identity of anyone
         presenting such a draft or making such a demand (whether by tested
         telex or otherwise) as the officer, representative or agent of any
         beneficiary under any TRB Letter of Credit, and payment by US LC Issuer
         to any such beneficiary when requested by any such purported officer,
         representative or agent is hereby authorized and approved. US Borrower
         releases each Lender Party from, and agrees to hold each Lender Party
         harmless and indemnified against, any liability or claim in connection
         with or arising out of the subject matter of this section, WHICH
         INDEMNITY SHALL APPLY WHETHER OR NOT ANY SUCH LIABILITY OR CLAIM IS IN
         ANY WAY OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT
         ACT OR OMISSION OF ANY KIND BY ANY LENDER PARTY, provided only that no
         Lender Party shall be entitled to indemnification for that portion, if
         any, of any liability or claim which is proximately caused by its own
         individual gross negligence or willful misconduct, as determined in a
         final judgment.



                                       11
<PAGE>

                  (b) Extension of Maturity. If the maturity of any TRB Letter
         of Credit is extended by its terms or by Law or governmental action, if
         any extension of the maturity or time for presentation of drafts or any
         other modification of the terms of any TRB Letter of Credit is made at
         the request of any Restricted Person, or if the amount of any TRB
         Letter of Credit is increased at the request of any Restricted Person,
         this Agreement shall be binding upon all Restricted Persons with
         respect to such TRB Letter of Credit as so extended, increased or
         otherwise modified, with respect to drafts and property covered
         thereby, and with respect to any action taken by US LC Issuer, US LC
         Issuer's correspondents, or any Lender Party in accordance with such
         extension, increase or other modification.

                  (c) Transferees of Letters of Credit. If any TRB Letter of
         Credit provides that it is transferable, US LC Issuer shall have no
         duty to determine the proper identity of anyone appearing as transferee
         of such TRB Letter of Credit, nor shall US LC Issuer be charged with
         responsibility of any nature or character for the validity or
         correctness of any transfer or successive transfers, and payment by US
         LC Issuer to any purported transferee or transferees as determined by
         US LC Issuer is hereby authorized and approved, and US Borrower
         releases each Lender Party from, and agrees to hold each Lender Party
         harmless and indemnified against, any liability or claim in connection
         with or arising out of the foregoing, WHICH INDEMNITY SHALL APPLY
         WHETHER OR NOT ANY SUCH LIABILITY OR CLAIM IS IN ANY WAY OR TO ANY
         EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF
         ANY KIND BY ANY LENDER PARTY, provided only that no Lender Party shall
         be entitled to indemnification for that portion, if any, of any
         liability or claim which is proximately caused by its own individual
         gross negligence or willful misconduct, as determined in a final
         judgment.

                  Section 2.6A. TRB LC Collateral.

                  (a) TRB US LC Obligations in Excess of Tranche B Maximum
         Credit Amount. If, after the making of all mandatory prepayments
         required under Section 1.6(c), the TRB US LC Obligations outstanding
         under the US Agreement will exceed the Tranche B Maximum Credit Amount,
         then in addition to prepayment of the entire principal balance of the
         Tranche B Loans, US Borrower will immediately pay to US Agent an amount
         equal to such excess. US Agent will hold such amount as TRB LC
         Collateral to secure the remaining TRB US LC Obligations outstanding
         under the US Agreement and the other US Obligations, and such TRB LC
         Collateral may be applied from time to time to any TRB Matured US LC
         Obligations or other US Obligations which are due and payable. Neither
         this subsection nor the following subsections (b) and (c) shall,
         however, limit or impair any rights which US Agent or US LC Issuer may
         have under any other document or agreement relating to any TRB Letter
         of Credit, TRB LC Collateral or TRB US LC Obligation, including,
         subject to the last sentence of Section 2.2A, any LC Application, or
         any rights which any Lender Party may have to otherwise apply any
         payments by US Borrower and any TRB LC Collateral under Section 3.1.



                                       12
<PAGE>

                  (b) Acceleration of US LC Obligations. If the US Obligations
         or any part thereof become immediately due and payable pursuant to
         Section 8.1 then, unless Tranche B Required Lenders otherwise
         specifically elect to the contrary (which election may thereafter be
         retracted by Tranche B Required Lenders at any time), all TRB US LC
         Obligations shall become immediately due and payable without regard to
         whether or not actual drawings or payments on the TRB Letters of Credit
         have occurred, and US Borrower shall be obligated to immediately pay to
         US Agent an amount equal to the aggregate TRB US LC Obligations which
         are then outstanding to be held as TRB LC Collateral.

                  (c) Tranche B Conversion Date. If TRB US LC Obligations are
         outstanding on the Tranche B Conversion Date, US Borrower will
         immediately pay to US Agent an amount equal to such outstanding TRB US
         LC Obligations. US Agent will hold such amount as TRB LC Collateral to
         secure the remaining TRB US LC Obligations outstanding under the US
         Agreement and the other US Obligations, and such TRB LC Collateral may
         be applied from time to time to any TRB Matured US LC Obligations or
         other US Obligations which are due and payable.

                  (d) Investment of TRB LC Collateral. Pending application
         thereof, all TRB LC Collateral shall be invested by US Agent (i) at any
         time when no Default or Event of Default has occurred that is
         continuing, in such Cash Equivalents as US Borrower may direct in
         writing to US Agent and (ii) at any time when a Default or Event of
         Default has occurred that is continuing, in such Cash Equivalents as US
         LC Issuer may choose in its sole discretion. All interest on (and other
         proceeds of) such Investments shall be reinvested or applied to TRB
         Matured US LC Obligations or other US Obligations which are due and
         payable; provided that so long as no Default or Event of Default has
         occurred that is continuing, such interest on or other earnings in
         respect of such Investments shall be promptly paid to US Borrower upon
         its written request to US Agent. When all US Obligations have been
         satisfied in full, including all TRB US LC Obligations, all TRB Letters
         of Credit have expired or been terminated, and all of US Borrower's
         reimbursement obligations in connection therewith have been satisfied
         in full, US Agent shall release to US Borrower any remaining TRB LC
         Collateral.

                  (e) Grant of Security Interest. US Borrower hereby assigns and
         grants to US Agent a continuing security interest in all TRB LC
         Collateral paid by it to US Agent, all Investments purchased with such
         TRB LC Collateral, and all proceeds thereof to secure its TRB Matured
         US LC Obligations and the other US Obligations hereunder, each US Note,
         and the other US Loan Documents. US Borrower further agrees that US
         Agent shall have all of the rights and remedies of a secured party
         under the Uniform Commercial Code as adopted in the State of Texas with
         respect to such security interest and that an Event of Default under
         this Agreement shall constitute a default for purposes of such security
         interest. When US Borrower is required to provide TRB LC Collateral for
         any reason and fails to do so on the day when required, US Agent may
         without notice to US Borrower or any other Restricted Person provide
         such TRB LC Collateral (whether


                                       13
<PAGE>

         by transfers from other accounts maintained with US Agent, or
         otherwise) using any available funds of US Borrower or any other Person
         also liable to make such payments."

         Section 2.6. Tax Shelter Representation. Article V of the Original
Agreement is hereby amended by adding thereto a new Section 5.14 immediately
after Section 5.13 thereof to read as follows:

                  "Section 5.14. Tax Shelter Regulations. US Borrower does not
         intend to treat the US Loans and/or Letters of Credit issued hereunder
         and the transactions financed thereby as being a "reportable
         transaction" (within the meaning of Treasury Regulation Section
         1.6011-4). In the event US Borrower determines to take any action
         inconsistent with such intention, it will promptly notify US Agent
         thereof. If US Borrower so notifies US Agent, US Borrower acknowledges
         that one or more of the US Lenders may treat its US Loans and/or
         Letters of Credit issued hereunder as part of a transaction that is
         subject to Treasury Regulation Section 301.6112-1, and such US Lender
         or US Lenders, as applicable, will maintain the lists and other records
         required by such Treasury Regulation."

         Section 2.7. Tax Shelter Covenant. Section 6.4 of the Original
Agreement is hereby amended by adding thereto a new subsection (d) immediately
after subsection (c) thereof to read as follows:

                  "(d) Promptly after US Borrower has notified US Agent of any
         intention by US Borrower to treat the US Loans and/or Letters of Credit
         issued hereunder and the transaction financed thereby as being a
         "reportable transaction" (within the meaning of Treasury Regulation
         Section 1.6011-4), US Borrower shall deliver to US Agent a duly
         completed copy of IRS Form 8886 or any successor form."

         Section 2.8 Indebtedness. Subsections (m) and (o) of Section 7.1 of the
Original Agreement are hereby amended in their entirety to read as follows:

                  "(m) (i) (A) Indebtedness in an aggregate principal amount not
         to exceed US $3,600,000,000 owed by Devon Financing ULC, and (B) other
         Indebtedness of Devon Financing ULC with respect to guaranties of
         Indebtedness of US Borrower, to the extent US Borrower is in compliance
         with the terms of Section 7.8 at the time such guaranties are executed
         and delivered, provided that in each case, the Devon Financing ULC
         Guaranties remain valid, binding and enforceable obligations of Devon
         Financing ULC or, if the Devon Financing ULC Guaranties have been
         terminated, replacement guaranty agreements on the same terms are
         executed by Devon Financing ULC and delivered to Canadian Agent and US
         Agent, respectively, pursuant to the Canadian Agreement and the US
         Agreement (along with documents similar to those specified in Section
         4.1(d)(i), (e) and (g) with respect to Devon Financing ULC), and

                  (ii) with respect to any Restricted Subsidiary that assumes
         all or any portion of the Indebtedness described in the preceding
         subclause (i)(A) or otherwise becomes liable for


                                       14
<PAGE>

         the payment thereof to the holders thereof, (A) such Restricted
         Subsidiary's obligations with respect to such Indebtedness and (B)
         other Indebtedness of such Restricted Subsidiary with respect to
         guaranties of Indebtedness of US Borrower and Devon Financing ULC, to
         the extent US Borrower is in compliance with the terms of Section 7.8
         at the time such guaranties are executed and delivered, provided that
         in each case such Restricted Subsidiary has executed and delivered
         guaranties in form substantially similar to the Devon Financing ULC
         Guaranties to Canadian Agent and US Agent, respectively, pursuant to
         the Canadian Agreement and the US Agreement."

                  "(o) miscellaneous items of Indebtedness of all Restricted
         Persons (other than US Borrower) not otherwise permitted in subsections
         (a) through (n) which do not in the aggregate exceed US $500,000,000 in
         principal amount at any one time outstanding."

         Section 2.9. Assignments and Participations. Subsection (a) of Section
10.6 of the Original Agreement is hereby amended to replace the reference to
"$20,000,000" with "$10,000,000". The penultimate sentence of subsection (f) of
Section 10.6 is hereby amended in its entirety to read as follows:

         "If any US LC Issuer resigns as a US LC Issuer, it shall retain all the
         rights and obligations of a US LC Issuer hereunder with respect to all
         Letters of Credit issued by it outstanding as of the effective date of
         its resignation as a US LC Issuer and all US LC Obligations with
         respect thereto (including the right to require the Tranche A Lenders
         and the Tranche B Lenders, as applicable, to make US Base Rate Loans or
         fund participations in unreimbursed amounts pursuant to Section 2.3(b)
         or Section 2.3A(b))."

         Section 2.10. Confidentiality. Section 10.7 of the Original Agreement
is hereby amended to add the following sentence at the end thereof:

         "Notwithstanding anything herein to the contrary, the term
         "information" shall not include, and the US Agent and each US Lender
         may disclose without limitation of any kind, any information with
         respect to the "tax treatment" and "tax structure" (in each case,
         within the meaning of Treasury Regulation Section 1.6011-4) of the
         transactions financed hereby and all materials of any kind (including
         opinions or other tax analyses) that are provided to the US Agent or
         such US Lender relating to such tax treatment and tax structure, other
         than any information for which nondisclosure is reasonably necessary in
         order to comply with applicable securities laws; provided that with
         respect to any document or similar item that in either case contains
         information concerning the tax treatment or tax structure of the
         transaction as well as other information, this sentence shall only
         apply to such portions of the document or similar item that relate to
         the tax treatment or tax structure of the US Loans, Letters of Credit
         issued hereunder and transactions contemplated hereby."

         Section 2.11. Existing Ocean Letters of Credit. The Original Agreement
is hereby amended to add a new Section 10.21 thereto immediately following
Section 10.20 thereof to read as follows:



                                       15
<PAGE>

                  "Section 10.21. Existing Ocean Letters of Credit. All
         obligations of Ocean and any Subsidiary of Ocean under the Ocean Credit
         Agreement and any LC Application in respect of the Existing Ocean
         Letters of Credit (including, but not limited to, all obligations to
         reimburse JP Morgan Chase Bank for drawings thereunder) (a) are hereby
         affirmed and continued in full force and effect, subject to the last
         sentence of Section 2.2 and the last sentence of Section 2.2A, under
         the terms of this Agreement and the other US Loan Documents, (b) are
         hereby assumed by US Borrower, and (c) shall constitute US LC
         Obligations hereunder; and Ocean and its Subsidiaries are hereby
         released from such obligations. The Existing Ocean Letters of Credit
         shall be deemed to have been issued by JPMorgan Chase Bank (as US LC
         Issuer) under, and the US LC Obligations in respect thereof shall be
         governed by and have the benefits of, this Agreement, the related LC
         Applications (subject to the last sentence of Section 2.2 and the last
         sentence of Section 2.2A); and the other US Loan Documents, provided
         that Letter of Credit No. 913560 has been issued by Bank of America and
         shall be deemed to have been issued by Bank of America (as US LC
         Issuer) under this Agreement."

         Section 2.12. Authorized Officers. The Original Agreement is hereby
amended to replace each reference to "the Senior Vice President - Finance" with
"the Senior Vice President - Finance, the Senior Vice President - Corporate
Finance and Development, the Vice President - Corporate Finance".

         Section 2.13. Existing Ocean Letters of Credit Schedule. The Original
Agreement is hereby amended to add a new Schedule 4 thereto immediately
following Schedule 3 thereof to read as set forth in Schedule 1 hereof.

         Section 2.14. Unrestricted Subsidiaries. Attachment 1 to Annex I to the
Original Agreement is hereby amended by adding the Subsidiaries set forth in
Schedule 2 hereto.

         Section 2.15. Lenders Schedule. Annex II to this Amendment is hereby
substituted for Annex II to the Original Agreement.

         Section 2.16. LC Application. Exhibit G to the Original Agreement is
hereby amended in its entirety by substituting therefor the LC Applications
attached hereto as Annex I.

         Section 2.17. Waiver of Notice. Each Tranche B Lender hereby waives the
requirement under Section 1.1(c) of the Original Agreement that a Request for
Offer of Extension be made by a specific date prior to the current Tranche B
Conversion Date of June 6, 2003 and further agrees that the date for acceptance
by US Borrower of the Offer of Extension made hereby shall be extended to June
5, 2003, notwithstanding the terms of Section 1.1(c)(ii) of the Original
Agreement.


                                       16
<PAGE>

                                  ARTICLE III.

                           Conditions of Effectiveness

         Section 3.1. Effective Date. This Amendment shall become effective on
the date (the "Effective Date") on which US Borrower has executed and delivered
this Amendment to US Agent (provided that US Borrower shall have executed this
Amendment on or before June 5, 2003) and the following additional conditions are
satisfied:

         (a) US Agent shall have received all of the following, at US Agent's
office, in form, substance and date satisfactory to US Agent:

                  (i) this Amendment, duly executed by US Borrower, US Agent and
         US Required Lenders (including all Tranche B Lenders), other than
         Exiting Tranche B Lenders.

                  (ii) a Tranche B Note and a Competitive Bid Note duly executed
         by US Borrower payable to each New Tranche B Lender and a Tranche B
         Note to each other Tranche B Lender whose Tranche B Percentage Share of
         the Tranche B Maximum Credit Amount is changing after giving effect to
         the provisions of this Amendment.

                  (iii) a certificate of the Senior Vice President - Finance,
         the Senior Vice President - Corporate Finance and Development or the
         Vice President - Corporate Finance of US Borrower dated the date of
         this Amendment certifying: (i) that all of the representations and
         warranties set forth in Article IV hereof are true and correct at and
         as of such date, and (ii) that no Default exists at and as of such
         date.

                  (iv) a Consent and Agreement, duly executed by US Guarantor.

         (b) US Borrower shall have paid on or before such effective date all
fees and reimbursements to be paid to US Agent and US Lenders pursuant to any US
Loan Documents, or otherwise due US Agent or US Lenders and including fees and
disbursements of US Agent's attorneys.

         (c) All commitments under the Ocean Credit Agreement shall have been
contemporaneously terminated.

         Section 3.2. Special Effective Date Provisions.

         (a) From and after the Effective Date, (i) each Exiting Tranche B
Lender shall cease to be a Tranche B Lender under the US Agreement, (ii) no
Exiting Tranche B Lender shall have any obligations or liabilities under the US
Agreement as a Tranche B Lender with respect to the period from and after the
Effective Date, and, without limiting the foregoing, no Exiting Tranche B Lender
shall have any commitment to make Tranche B Loans under the US


                                       17
<PAGE>

Agreement and (iii) no Exiting Tranche B Lender shall have any rights as a
Tranche B Lender under the US Agreement or any other US Loan Document (other
than rights under the US Agreement expressly stated to survive the termination
of the US Agreement and the repayment of amounts outstanding thereunder). US
Borrower and Tranche B Lenders hereby authorize US Agent to enter into
appropriate documentation with the Exiting Tranche B Lenders confirming the
foregoing provisions of this subsection.

         (b) From and after the Effective Date, each New Tranche B Lender (i)
agrees that it shall be bound by the provisions of the US Agreement as a US
Lender thereunder and shall have the obligations of a US Lender thereunder, (ii)
confirms that it has received a copy of the US Agreement, together with copies
of the most recent financial statements delivered pursuant to Section 6.2
thereof, as applicable, and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Amendment and to become a Tranche B Lender on the basis of which it has
made such analysis and decision independently and without reliance on US Agent
or any other US Lender, (iii) appoints and authorizes US Agent to take such
action as agent on its behalf and to exercise such powers as it deems necessary
under the US Agreement and any other US Loan Document as are delegated to US
Agent by the terms thereof, together with such powers as are reasonably
incidental thereto and (iv) agrees that (1) it will, independently and without
reliance on US Agent or any other US Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the US Loan Documents, and
(2) it will perform in accordance with their terms all of the obligations which
by the terms of the US Loan Documents are required to be performed by it as a US
Lender.

         (c) From and after the Effective Date, JPMorgan Chase Bank agrees that
it shall be bound by the provisions of the US Agreement as a US LC Issuer
thereunder and shall have the obligations of a US LC Issuer thereunder.

         (d) Tranche B Lenders hereby authorize US Agent and US Borrower (i) in
the event any Tranche B Loans are outstanding on the Effective Date, to request
Tranche B Loans from the Tranche B Lenders (other than the Exiting Tranche B
Lenders), to make prepayments of Tranche B Loans and (ii) to re-allocate
commitments under the US Agreement among Tranche B Lenders in order to ensure
that, upon the effectiveness of this Amendment, the Tranche B Loans (if any) and
commitment of Tranche B Lenders shall be outstanding on a ratable basis in
accordance with their respective Tranche B Percentage Shares, and no such
borrowing, prepayment or re-allocation shall violate any provisions of the US
Agreement. Tranche B Lenders hereby waive any requirements for minimum amounts
of prepayments of Tranche B Loans, ratable re-allocations of the Tranche B
Percentage Shares of Tranche B Lenders under the US Agreement and ratable
payments on account of the principal or interest of any Tranche B Loan under the
US Agreement to the extent such prepayment, re-allocation or payments are
required pursuant to this subsection.

         Section 3.3. Offer to Extend. The Offer to Extend set forth herein
shall be withdrawn and this Amendment shall be null and void if it is not
executed and delivered by US Borrower on or before June 5, 2003.



                                       18
<PAGE>

                                   ARTICLE IV.

                         Representations and Warranties

         Section 4.1. Representations and Warranties of US Borrower. In order to
induce the US Lenders to enter into this Amendment, US Borrower represents and
warrants to each US Lender that:

         (a) The representations and warranties contained in Article V of the
Original Agreement are true and correct at and as of the time of the
effectiveness hereof, except to the extent that the facts on which such
representations and warranties are based have been changed by the extension of
credit under the US Agreement.

         (b) US Borrower is duly authorized to execute and deliver this
Amendment and is and will continue to be duly authorized to borrow monies and to
perform its obligations under the US Agreement. US 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 US Borrower
hereunder.

         (c) The execution and delivery by US Borrower of this Amendment, the
performance by US Borrower of its obligations hereunder and the consummation of
the transactions contemplated hereby do not and will not (i) conflict with any
provision of (A) any Law, (B) the organizational documents of US Borrower, or
(C) any agreement, judgment, license, order or permit applicable to or binding
upon US Borrower unless such conflict would not reasonably be expected to have a
Material Adverse Effect, or (ii) result in or require the creation of any Lien
upon any assets or properties of US 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 Tribunal or third party is required in connection with the execution,
delivery or performance by US 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 US
Agreement will be a legal and binding obligation of US Borrower, enforceable in
accordance with its terms, except as limited by bankruptcy, insolvency or
similar laws of general application relating to the enforcement of creditors'
rights and by equitable principles of general application.

         (e) The audited annual Consolidated financial statements of US Borrower
dated as of December 31, 2002 and the unaudited quarterly Consolidated financial
statements of US Borrower dated as of March 31, 2003 fairly present the
Consolidated financial position at such dates and the Consolidated statement of
operations and the changes in Consolidated financial position for the periods
ending on such dates for US Borrower. Copies of such financial statements have
heretofore been delivered to each US Lender. Since such dates no material


                                       19
<PAGE>

adverse change has occurred in the Consolidated financial condition or
businesses of US Borrower.


                                   ARTICLE V.

                                  Miscellaneous

         Section 5.1. Ratification of Agreements. The Original Agreement as
hereby amended is hereby ratified and confirmed in all respects. The US Loan
Documents, as they may be amended or affected by this Amendment, are hereby
ratified and confirmed in all respects. Any reference to the US 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 US Lenders under the US Agreement or any other US Loan
Document nor constitute a waiver of any provision of the US Agreement or any
other US Loan Document.

         Section 5.2. Survival of Agreements. All representations, warranties,
covenants and agreements of US Borrower herein shall survive the execution and
delivery of this Amendment and the performance hereof, and shall further survive
until all of the US Obligations are paid in full. All statements and agreements
contained in any certificate or instrument delivered by US Borrower or any
Restricted Person hereunder or under the US Agreement to any US Lender shall be
deemed to constitute representations and warranties by, and/or agreements and
covenants of, US Borrower under this Amendment and under the US Agreement.

         Section 5.3. US Loan Documents. This Amendment is a US Loan Document,
and all provisions in the US Agreement pertaining to US Loan Documents apply
hereto.

         Section 5.4. Governing Law. This Amendment shall be governed by and
construed in accordance the laws of the State of Texas and any applicable laws
of the United States of America in all respects, including construction,
validity and performance.

         Section 5.5. Counterparts; Fax. This Amendment may be separately
executed in counterparts and by the different parties hereto in separate
counterparts, each of which when so executed shall be deemed to constitute one
and the same Amendment. This Amendment may be validly executed by facsimile or
other electronic transmission.

         THIS AMENDMENT AND THE OTHER US 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.





                                       20
<PAGE>


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



                            DEVON ENERGY CORPORATION
                            US Borrower


                            By:   /s/ Brian J. Jennings
                               -------------------------------------------------
                                      Brian J. Jennings
                                      Senior Vice President -
                                      Corporate Finance and Development


                            BANK OF AMERICA, N.A.
                            Administrative Agent, US LC Issuer,
                            Tranche A Lender and Tranche B Lender


                            By:   /s/ Richard L. Stein
                               -------------------------------------------------
                               Name:  Richard L. Stein
                               Title: Principal


                            JPMORGAN CHASE BANK
                            US LC Issuer, Tranche A Lender and
                            Tranche B Lender


                            By:   /s/ Russell A. Johnson
                               -------------------------------------------------
                               Name:  Russell A. Johnson
                               Title: Vice President


                            ABN AMRO BANK, N.V.
                            Tranche B Lender


                            By:   /s/ C. David Allman
                               -------------------------------------------------
                               Name:  C. David Allman
                               Title: Vice President


                            By:   /s/ John D. Reed
                               -------------------------------------------------
                               Name:  John D. Reed
                               Title: Vice President





<PAGE>

                            BANK OF MONTREAL
                            Tranche A Lender and Tranche B Lender


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


                            BANK OF OKLAHOMA, N.A.
                            Tranche B Lender

                            By:   /s/ T. Coy Gallatin
                               -------------------------------------------------
                               Name:  T. Coy Gallatin
                               Title: Senior Vice President


                            BANK ONE, NA (MAIN OFFICE - CHICAGO)
                            Tranche A Lender and Tranche B Lender



                            By:   /s/ Pete S. Torres
                               -------------------------------------------------
                               Name:  Pete S. Torres
                               Title: Director


                            BARCLAYS BANK PLC
                            Tranche B Lender


                            By:   /s/ Nicholas A. Bell
                               -------------------------------------------------
                               Name:  Nicholas A. Bell
                               Title: Director
                                      Loan Transaction Management


                            BNP PARIBAS
                            Tranche B Lender


                            By:   /s/ Brian M. Malone
                               -------------------------------------------------
                               Name:  Brian M. Malone
                               Title: Managing Director



                            By:   /s/ Gabe Ellisor
                               -------------------------------------------------
                               Name:  Gabe Ellisor
                               Title: Vice President



<PAGE>

                            CITIBANK, N.A.
                            Tranche A Lender and Tranche B Lender


                            By:   /s/ Todd J. Mogil
                               -------------------------------------------------
                               Name:  Todd J. Mogil
                               Title: Attorney-In-Fact


                            CREDIT LYONNAIS NEW YORK BRANCH
                            Tranche B Lender


                            By:  /s/ Olivier Audemard
                               -------------------------------------------------
                               Name:  Olivier Audemard
                               Title: Senior Vice President


                            CREDIT SUISSE FIRST BOSTON
                            Tranche B Lender


                            By:   /s/ James P. Moran
                               -------------------------------------------------
                               Name:  James P. Moran
                               Title: Director


                            By:   /s/ David J. Dodd
                               -------------------------------------------------
                               Name:  David J. Dodd
                               Title: Associate



<PAGE>

                            DEN NORSKE BANK ASA
                            Tranche B Lender


                            By:   /s/ Nils Fykse
                               -------------------------------------------------
                               Name:  Nils Fykse
                               Title: Senior Vice President


                            By:   /s/ Stig Kristiansen
                               -------------------------------------------------
                               Name:  Stig Kristiansen
                               Title: Vice President


                            DEUTSCHE BANK AG NEW YORK BRANCH
                            Tranche A Lender and Tranche B Lender


                            By:   /s/ Philippe Sandmeier
                               -------------------------------------------------
                               Name:  Philippe Sandmeier
                               Title: Director


                            By:   /s/ Oliver Riedinger
                               -------------------------------------------------
                               Name:  Oliver Riedinger
                               Title: Vice President


                            ING CAPITAL, LLC
                            Tranche B Lender


                            By:   /s/ Ronald Scherpenhuijsen Rom
                               -------------------------------------------------
                               Name:  Ronald Scherpenhuijsen Rom
                               Title: Managing Director



<PAGE>

                            MERRILL LYNCH BANK USA
                            Tranche B Lender


                            By:   /s/ Louis Alder
                               -------------------------------------------------
                               Name:  Louis Alder
                               Title: Vice President


                            MORGAN STANLEY BANK
                            Tranche B Lender


                            By:   /s/ Jaap L. Tonckens
                               -------------------------------------------------
                               Name:  Jaap L. Tonckens
                               Title: Vice President
                                      Morgan Stanley Bank


                            ROYAL BANK OF CANADA
                            Tranche A Lender and Tranche B Lender


                            By:   /s/ Linda M. Stephens
                               -------------------------------------------------
                               Name:  Linda M. Stephens
                               Title: Senior Manager


                            SOCIETE GENERALE
                            Tranche B Lender


                            By:   /s/ Spencer N. Smith
                               -------------------------------------------------
                               Name:  Spencer N. Smith
                               Title: Vice President


                            SOUTHWEST BANK OF TEXAS, N.A.
                            Tranche B Lender


                            By:   /s/ Bryan Chapman
                               -------------------------------------------------
                               Name:  Bryan Chapman
                               Title: Vice President, Energy Lending



<PAGE>

                            THE BANK OF NEW YORK
                            Tranche A Lender and Tranche B Lender


                            By:   /s/ Raymond J. Palmer
                               -------------------------------------------------
                               Name:  Raymond J. Palmer
                               Title: Vice President


                            THE BANK OF NOVA SCOTIA
                            Tranche B Lender


                            By:   /s/ N. Bell
                               -------------------------------------------------
                               Name:  N. Bell
                               Title: Senior Manager


                            THE BANK OF TOKYO - MITSUBISHI, LTD.
                            HOUSTON AGENCY
                            Tranche B Lender


                            By:   /s/ Kelton Glasscock
                               -------------------------------------------------
                               Name:  Kelton Glasscock
                               Title: VP & Manager


                            By:   /s/ Jay Fort
                               -------------------------------------------------
                               Name:  Jay Fort
                               Title: Vice President


                            UBS AG, CAYMAN ISLANDS BRANCH
                            Tranche B Lender


                            By:   /s/ Patricia O'Kicki
                               -------------------------------------------------
                               Name:  Patricia O'Kicki
                               Title: Director


                            By:   /s/ Wilfred Saint
                               -------------------------------------------------
                               Name:  Wilfred Saint
                               Title: Associate Director



<PAGE>

                            UMB BANK, n.a.
                            Tranche A Lender and Tranche B Lender


                            By:   /s/ Richard J. Lehrter
                               -------------------------------------------------
                               Name:  Richard J. Lehrter
                               Title: Community Bank President


                            WACHOVIA BANK, NATIONAL
                            ASSOCIATION
                            Tranche A Lender and Tranche B Lender


                            By:   /s/ James Kipp
                               -------------------------------------------------
                               Name:  James Kipp
                               Title: Managing Director


                            WELLS FARGO BANK TEXAS, N.A.
                            Tranche B Lender


                            By:   /s/ Dustin S. Hansen
                               -------------------------------------------------
                               Name:  Dustin S. Hansen
                               Title: Assistant Vice President



<PAGE>


                                                            First Amendment (US)


                              CONSENT AND AGREEMENT


         Devon Financing Corporation, U.L.C., a Nova Scotia unlimited liability
company, hereby (i) consents to the provisions of this Amendment and the
transactions contemplated herein, (ii) ratifies and confirms the Guaranty dated
as of June 7, 2002 (the "DFC Guaranty") made by it for the benefit of US Agent
and Lenders executed pursuant to the US Agreement and the other US Loan
Documents, (iii) agrees that all of its respective obligations and covenants
thereunder shall remain unimpaired by the execution and delivery of this
Amendment and the other documents and instruments executed in connection
herewith, and (iv) agrees that the DFC Guaranty and such other US Loan Documents
shall remain in full force and effect.



                            DEVON FINANCING CORPORATION, U.L.C.



                            By:   /s/ Brian J. Jennings
                               -------------------------------------------------
                               Name:  Brian J. Jennings
                               Title: Senior Vice President



<PAGE>


                                   SCHEDULE 1
                                       TO
                                 FIRST AMENDMENT


<PAGE>


                                                                      SCHEDULE 4

                        EXISTING OCEAN LETTERS OF CREDIT


TRB LETTERS OF CREDIT

         None.

TRA LETTERS OF CREDIT


DEVON OEI OPERATING INC. (F/K/A OCEAN ENERGY INC.)
ACTIVE/OUTSTANDING LETTERS OF CREDIT
AS OF             5/15/2003


<TABLE>
<CAPTION>

                 ISSUE          ISSUING                                                               EXPIRATION
   LC/ NO.        DATE           BANK                    BENEFICIARY                  AMOUNT             DATE
--------------- --------- ------------------- ----------------------------------- ---------------- -----------------
<S>             <C>      <C>                 <C>                                 <C>              <C>
P-259686        05/14/91  Chase Manhattan     Insurance Co. of North America            25,000.00      01/30/04
                                              (CIGNA/ACE)

P-753484        02/18/94  Chase Manhattan     American Home Assurance, et al.          960,000.00      01/30/04
D-299353        03/29/00  Chase Texas         National Union Fire Insurance            600,000.00      03/21/04
D-213486        05/09/01  Chase Texas         National Union Fire Insurance            350,000.00      05/08/03
913560          08/10/93  Bank of America     Hambros Trust Company (Jersey)        15,998,416.43      08/11/03
                          (formerly Nations)  Ltd.

D-287153        05/03/99  Chase Texas         Sociedade Nacional de                  5,625,000.00      07/15/03
                                              Combustiveis de Angola

D-216598        08/14/01  Chase Texas         Agencia Nacional do Petroleo             500,000.00      03/30/05
P-235458        03/10/03  JP Morgan Chase NY  JP Morgan Chase Bank London,         105,000,000.00      03/11/04
                                              England
TOTAL                                                                            $ 129,058,416.43
</TABLE>