exv10w3



 






Exhibit 10.3




FIRST AMENDMENT TO CREDIT AGREEMENT



      THIS FIRST AMENDMENT TO CREDIT AGREEMENT (herein called this “Amendment”) dated as of March 4,
2005, by and among Devon Energy Corporation, a Delaware corporation (“US Borrower”), Northstar
Energy Corporation, a Nova Scotia unlimited liability company, and Devon Canada Corporation, a Nova
Scotia unlimited liability company (“Canadian Borrowers”), Bank of America, N.A., individually and
as administrative agent (“Administrative Agent”), and the Lenders party to this Amendment.



W I T N E S S E T H:




      WHEREAS, US Borrower and Canadian Borrowers (collectively, “Borrowers”), Administrative Agent
and Lenders entered into that certain Credit Agreement dated as of April 8, 2004 (the “Original
Agreement”), for the purpose and consideration therein expressed, whereby Lenders became obligated
to make loans to Borrowers as therein provided;



      WHEREAS, Borrowers, Administrative Agent and Lenders party to this Amendment desire to amend
the Original Agreement as set forth herein;



      NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
contained herein and in the Original Agreement, in consideration of the loans which may hereafter
be made by Lenders to Borrowers, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:



ARTICLE I.




DEFINITIONS AND REFERENCES




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



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




      “Amendment” means this First Amendment to Credit Agreement.




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



 








 





ARTICLE II.




      § 2.1 Defined Terms. The definition of “Maturity Date” set forth in Section 1.01 of
the Original Agreement is hereby amended in its entirety to read as follows:




      “Maturity Date” means the later of (a) April 8, 2010, and (b) if maturity is extended
pursuant to Section 4.08, such extended maturity date as determined pursuant to Section 4.08
(it being understood and agreed that any such maturity shall not be deemed extended for any
Lender that has not consented to such extension).



      § 2.2. Extension of Maturity Date.



      (a) The second sentence of Section 4.08(b) of the Original Agreement which reads:




“If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the
same date in the following year, effective as of the Maturity Date then in effect (such
existing Maturity Date being the “Extension Effective Date”).”




is hereby amended to read as follows:




“If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the
same date in the following year, effective as of the date of such extension by the
Consenting Lenders (such effective date being the “Extension Effective Date”).”



      (b) Clause (i) of the third sentence of Section 4.08(b) which reads:




“(i) certifying and attaching the resolutions adopted by such Loan Party approving or
consenting to such extension and”




is hereby amended to read as follows:




“(i) certifying that such extension has been duly authorized by such Loan Party and”



      (c) The last two sentences of Section 4.08(b) are hereby amended in their entirety to read as
follows:




“The US Borrower shall prepay US Committed Loans outstanding on the Maturity Date with
respect to any Lender that did not consent to an extension of such Maturity Date pursuant to
Section 4.08(a) (and pay any additional amounts required pursuant to Section 5.05)
to the extent necessary to keep outstanding US Committed Loans ratable with any revised
and new Pro Rata Shares of all the Lenders effective as of such Maturity Date. Each
Canadian Borrower shall prepay any Canadian Committed Loans owing by it outstanding on the
Maturity Date with respect to any Lender that did not consent to an extension of such
Maturity Date pursuant to Section 4.08(a) (and pay any additional amounts required pursuant
to Section 5.05) to the extent necessary to keep outstanding Canadian Committed
Loans ratable with any revised and new Pro Rata Shares of all the Canadian Lenders effective
as of such Maturity Date.”



Devon First Amendment to Credit Agreement




2








 





      § 2.3. Increase in Commitments. When used in Section 4.09(b) of the Original
Agreement, the term “Extension Effective Date” is hereby changed to “Increase Effective Date”.



      § 2.4. Maintenance of Existence and Qualifications. The phrase at the beginning of
Section 8.06 which reads:



      “Subject to Section 9.04,”


is hereby amended to read as follows:




      “Subject to Section 9.03 and Section 9.04.”



      § 2.5. Successors and Assigns. The phrase in Section 12.08(a) which reads as follows:



      “except as permitted under Section 9.04.”


is hereby amended to read as follows:




      “except as permitted under Section 9.03 and Section 9.04”



ARTICLE III.




CONDITIONS OF EFFECTIVENESS




      § 3.1. Documents to be Delivered.



      (a) Except as set forth in Section 3.1 (b), this Amendment shall become effective as of the
date set forth above (the “Effective Date”) when Administrative Agent shall have received, at
Administrative Agent’s office, this Amendment duly executed and delivered by Borrowers,
Administrative Agent and Lenders holding at least 75% of the Aggregate Commitments, and the Consent
and Agreement attached thereto duly executed and delivered by Devon Financing ULC.



      (b) The amendments set forth in Article II of this Amendment shall become effective as of
April 8, 2005 (the “First Extension Effective Date”) when Administrative Agent shall have received
all of the following, at Administrative Agent’s office:




      (i) A Certificate of each Loan Party dated as of the First Extension Effective Date (in
sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i)
certifying that the extension described in Article II of this Agreement has been duly
authorized by such Loan Party and (ii) in the case of each Borrower, certifying that (A)
before and after giving effect to such extension, 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 First Extension Effective
Date, except to the extent that such representations and warranties specifically refer to an



Devon First Amendment to Credit Agreement




3








 






earlier date, (B) before and after giving effect to such extension no Default exists or
will exist, and (C) no event has occurred since the date of the most recent audited
financial statements of the US Borrower delivered pursuant to Section 8.02(a) of the
Original Agreement that has had, or could reasonably be expected to have, a Material Adverse
Effect.




      (ii) Certificates of the existence and good standing of each Borrower in the
jurisdiction in which such Borrower was organized, issued by the appropriate official of
such jurisdiction.



      (c) All commitment, facility, agency, legal and other fees that are due on or before the First
Extension Effective Date 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.



      (d) All legal matters relating to the Loan Documents and the consummation of the transactions
contemplated thereby shall be satisfactory to Thompson & Knight L.L.P., counsel to Administrative
Agent.



ARTICLE IV.




REPRESENTATIONS AND WARRANTIES




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



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



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



      (c) The execution and delivery by each Borrower of this Amendment, the performance by such
Borrower of its obligations hereunder and the consummation of the transactions contemplated hereby
do not and will not (i) conflict with any provision of (A) any Law, (B) the Organizational
Documents of such Borrower, or (C) any agreement, judgment, license, order or permit applicable to
or binding upon such Borrower unless such conflict would not reasonably be expected to have a
Material Adverse Effect, or (ii) result in the acceleration of any Indebtedness of Borrowers which
would reasonably be expected to have a Material Adverse



Devon First Amendment to Credit Agreement




4








 




Effect, or (iii) result in or require the creation of any Lien upon any assets or properties
of such Borrower which would reasonably be expected to have a Material Adverse Effect, except as
expressly contemplated or permitted in the Loan Documents. Except as expressly contemplated in the
Loan Documents, no consent, approval, authorization or order of, and no notice to or filing with,
any Governmental Authority or third party is required in connection with the execution, delivery or
performance by such Borrower of this Amendment or to consummate any transactions contemplated by
this Amendment, unless failure to obtain such consent would not reasonably be expected to have a
Material Adverse Effect.




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



      (e) No event has occurred since the date of the most recent audited financial statements of
the US Borrower delivered pursuant to Section 8.02(a) of the Original Agreement that has had, or
could reasonably be expected to have, a Material Adverse Effect



      (f) No Default exists on the Effective Date.



ARTICLE V.




MISCELLANEOUS




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



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



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



      § 5.4. Governing Law. This amendment shall be governed by, and construed in
accordance with, the law of the state of New York; provided that the administrative agent
and each lender shall retain all rights arising under federal law.



Devon First Amendment to Credit Agreement




5








 





      § 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.



      § 5.5. Ratification of Canadian Guaranty of Devon Energy Corporation. Devon Energy
Corporation, a Delaware corporation, hereby (i) ratifies and confirms the Canadian Guaranty dated
as of April 8, 2004 made by it for the benefit of Administrative Agent and Canadian Lenders, (ii)
agrees that all of its respective obligations and covenants thereunder shall remain unimpaired by
the execution and delivery of this Amendment and the other documents and instruments executed in
connection herewith, and (iii) agrees that such Canadian Guaranty shall remain in full force and
effect.



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



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



[The remainder of this page is intentionally left blank]




Devon First Amendment to Credit Agreement




6








 





	 	 	 	 	 
	 	DEVON ENERGY CORPORATION,

as the US Borrower

 	 
	 	By:  	/s/ Jeffrey A. Agosta
 	 
	 	Name:  	Jeffrey A. Agosta 	 
	 	Title:  	Vice President and Treasurer 	 
	 
	 	NORTHSTAR ENERGY CORPORATION,

as a Canadian Borrower

 	 
	 	By:  	/s/
 Paul F. Brereton	 
	 	Name:  	Paul F. Brereton	 
	 	Title:  	Vice President, Finance	 
	 
	 	DEVON CANADA CORPORATION,

as a Canadian Borrower

 	 
	 	By:  	/s/
 Paul F. Brereton	 
	 	Name:  	Paul F. Brereton	 
	 	Title:  	Vice President, Finance	 
	 



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 dated as of April 8, 2004 (the “DFC Guaranty”) made by it for the benefit of
Administrative Agent and Lenders, (iii) agrees that all of its respective obligations and covenants
thereunder shall remain unimpaired by the execution and delivery of this Amendment and the other
documents and instruments executed in connection herewith, and (iv) agrees that the DFC Guaranty
shall remain in full force and effect.


	 	 	 	 	 
	 	DEVON FINANCING CORPORATION,

U.L.C.

 	 
	 	By:  	/s/  Jeffrey A. Agosta
 	 
	 	Name:  	Jeffrey A. Agosta 	 
	 	Title:  	Vice President and Treasurer 	 
	 




Devon First Amendment to Credit Agreement





 








 





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

 	 
	 	By:  	/s/ Zewditu Menelik
 	 
	 	Name:  	Zewditu Menelik 	 
	 	Title:  	Vice President 	 
	 
	 	BANK OF AMERICA, N.A., by its Canada branch, as

Administrative Agent

 	 
	 	By:  	/s/ Medina Sales De Andrade
 	 
	 	Name:  	Medina Sales De Andrade 	 
	 	Title:  	Assistant Vice President 	 
	 
	 	BANK OF AMERICA, N.A., as a Lender, a US L/C Issuer, and a US Swing Line Lender

 	 
	 	By:  	/s/ Zewditu Menelik
 	 
	 	Name:  	Zewditu Menelik 	 
	 	Title:  	Vice President 	 
	 
	 	BANK OF AMERICA, N.A., by its Canada branch, as a
Canadian Lender, a Canadian L/C Issuer, and a

Canadian Swing Line Lender

 	 
	 	By:  	/s/ Medina Sales De Andrade
 	 
	 	Name:  	Medina Sales De Andrade 	 
	 	Title:  	Assistant Vice President 	 
	 
	 	JPMORGAN CHASE BANK, N.A. as a Lender and a US L/C
Issuer

 	 
	 	By:  	/s/ Robert W. Traband
 	 
	 	Name:  	Robert W. Traband 	 
	 	Title:  	Vice President 	 
	 



Devon First Amendment to Credit Agreement





 








 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., Toronto Branch,

as a Canadian Lender

 	 
	 	By:  	/s/ Christine Chan
 	 
	 	Name:  	Christine Chan 	 
	 	Title:  	Vice President 	 
	 
	 	ABN AMRO BANK N.V., as a Lender

 	 
	 	By:  	/s/ Frank R. Russo, Jr.
 	 
	 	Name:  	Frank R. Russo, Jr. 	 
	 	Title:  	Director 	 
	 
	 	By:  	/s/ John D. Reed
 	 
	 	Name:  	John D. Reed 	 
	 	Title:  	Director 	 
	 
	 	ABN AMRO BANK N.V., as a Canadian Lender

 	 
	 	By:  	/s/ Lawrence J. Maloney
 	 
	 	Name:  	Lawrence J. Maloney 	 
	 	Title:  	Managing Director 	 
	 
	 	By:  	/s/ David Moore
 	 
	 	Name:  	David Moore 	 
	 	Title:  	Director 	 
	 
	 	BANK OF MONTREAL, as a Lender

 	 
	 	By:  	/s/ James V. Ducote
 	 
	 	Name:  	James V. Ducote 	 
	 	Title:  	Director 	 
	 
	 	BANK OF MONTREAL, as a Canadian Lender

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



Devon First Amendment to Credit Agreement





 








 





	 	 	 	 	 
	 	BARCLAYS BANK PLC, as a Lender

 	 
	 	By:  	/s/ Nicholas Bell
 	 
	 	Name:  	Nicholas Bell 	 
	 	Title:  	Director 	 
	 
	 	BAYERISCHE LANDESBANK, CAYMAN ISLANDS BRANCH, as a
Lender

 	 
	 	By:  	/s/ Stephen Christenson
 	 
	 	Name:  	Stephen Christenson 	 
	 	Title:  	First Vice President 	 
	 
	 	By:  	                      /s/ Norman McClave
 	 
	 	Name:  	Norman McClave 	 
	 	Title:  	First Vice President 	 
	 
	 	BNP PARIBAS, as a Lender

 	 
	 	By:  	/s/ Betsy Jocher
 	 
	 	Name:  	Betsy Jocher 	 
	 	Title:  	Vice President 	 
	 
	 	By:  	                          /s/ Polly Schott
 	 
	 	Name:  	Polly Schott 	 
	 	Title:  	Vice President 	 
	 
	 	BNP PARIBAS (CANADA), as a Canadian Lender

 	 
	 	By:  	/s/
Edward Pak
 	 
	 	Name:  	Edward Pak 	 
	 	Title:  	Assistant Vice President 	 
	 
	 	CITICORP USA, INC., as a Lender

 	 
	 	By:  	/s/ Simon D. Walker
 	 
	 	Name:  	Simon D. Walker 	 
	 	Title:  	Vice President 	 
	 



Devon First Amendment to Credit Agreement





 








 





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

 	 
	 	By:  	/s/ Samuel Shih
 	 
	 	Name:  	Samuel Shih 	 
	 	Title:  	Authorized Signer 	 
	 
	 	CALYON NEW YORK BRANCH, as a Lender

 	 
	 	By:  	/s/ Olivier Audemard
 	 
	 	Name:  	Olivier Audemard 	 
	 	Title:  	Managing Director 	 
	 
	 	By:  	                        /s/ Attila Coach
 	 
	 	Name:  	Attila Coach 	 
	 	Title:  	Managing Director 	 
	 
	 	CREDIT SUISSE FIRST BOSTON, acting through its Cayman
Islands Branch, as a Lender

 	 
	 	By:  	/s/ Vanessa  Gomez
 	 
	 	Name:  	Vanessa  Gomez 	 
	 	Title:  	Vice President 	 
	 
	 	By:  	                      /s/ Gregory S. Richards
 	 
	 	Name:  	Gregory S. Richards 	 
	 	Title:  	Associate 	 
	 
	 	CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, as a
Canadian Lender

 	 
	 	By:  	/s/ Alain Doust
 	 
	 	Name:  	Alain Doust 	 
	 	Title:  	Director 	 
	 
	 	By:  	                         /s/ Peter Chauvin
 	 
	 	Name:  	Peter Chauvin 	 
	 	Title:  	Vice President 	 
	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender

 	 
	 	By:  	/s/ Joel Makowsky
 	 
	 	Name:  	Joel Makowsky 	 
	 	Title:  	Director 	 
	 
	 	By:  	                        /s/ Richard Henshall
 	 
	 	Name:  	Richard Henshall 	 
	 	Title:  	Director 	 
	 



Devon First Amendment to Credit Agreement





 








 





	 	 	 	 	 
	 	DEUTSCHE BANK AG CANADA BRANCH, as a Canadian Lender

 	 
	 	By:  	/s/
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	By:  	                                /s/
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	DnB NOR Bank ASA, as a Lender

 	 
	 	By:  	/s/ Nils Fykse
 	 
	 	Name:  	Nils Fykse 	 
	 	Title:  	Senior Vice President 	 
	 
	 	By:  	                       /s/ Stig Kristiansen
 	 
	 	Name:  	Stig Kristiansen 	 
	 	Title:  	Vice President 	 
	 
	 	MERRILL LYNCH BANK USA, as a Lender

 	 
	 	By:  	/s/ Louis Alder
 	 
	 	Name:  	Louis Alder 	 
	 	Title:  	Director 	 
	 
	 	MORGAN STANLEY BANK, as a Lender

 	 
	 	By:  	/s/ Daniel Twenge
 	 
	 	Name:  	Daniel Twenge 	 
	 	Title:  	Vice President 	 
	 
	 	ROYAL BANK OF CANADA, as a Lender

 	 
	 	By:  	/s/ Linda M. Stephens
 	 
	 	Name:  	Linda M. Stephens 	 
	 	Title:  	Authorized Signatory 	 
	 



Devon First Amendment to Credit Agreement





 








 





	 	 	 	 	 
	 	ROYAL BANK OF CANADA, as a Canadian Lender

 	 
	 	By:  	/s/ David A. Foltz
 	 
	 	Name:  	David A. Foltz 	 
	 	Title:  	Authorized Signatory 	 
	 
	 	SOCIETE GENERALE, as a Lender

 	 
	 	By:  	/s/ Josh Rogers
 	 
	 	Name:  	Josh Rogers 	 
	 	Title:  	Vice President 	 
	 
	 	SOCIETE GENERALE (CANADA), as a Canadian Lender

 	 
	 	By:  	/s/ Cynthia Hansen
 	 
	 	Name:  	Cynthia Hansen 	 
	 	Title:  	Director 	 
	 
	 	By:  	                        /s/ Benoit Desmarais
 	 
	 	Name:  	Benoit Desmarais 	 
	 	Title:  	Managing Director 	 
	 
	 	SOUTHWEST BANK OF TEXAS, N.A., as a Lender

 	 
	 	By:  	/s/ W. Bryan Chapman
 	 
	 	Name:  	W. Bryan Chapman 	 
	 	Title:  	Senior Vice President, Energy Lending 	 
	 
	 	THE BANK OF NEW YORK, as a Lender

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



Devon First Amendment to Credit Agreement





 








 





	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI, LTD., as a Lender

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

 	 
	 	By:  	/s/ Edward Cripps
 	 
	 	Name:  	Edward Cripps 	 
	 	Title:  	Director, Banking Products Services, US 	 
	 
	 	By:  	              /s/ Winslowe Ogbourne
 	 
	 	Name:  	Winslowe Ogbourne 	 
	 	Title:  	Associate
Director, Banking Products

 Services, US 	 
	 
	 	UBS AG CANADA BRANCH, as a Canadian Lender

 	 
	 	By:  	/s/ Amy Fung
 	 
	 	Name:  	Amy Fung 	 
	 	Title:  	Director 	 
	 
	 	By:  	                         /s/ Stephen Gerry
 	 
	 	Name:  	Stephen Gerry 	 
	 	Title:  	Director 	 
	 
	 	UMB BANK, n.a., as a Lender

 	 
	 	By:  	/s/ Richard J. Lehrter
 	 
	 	Name:  	Richard J. Lehrter 	 
	 	Title:  	Community Bank President 	 
	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ Rotcher Watkins
 	 
	 	Name:  	Rotcher Watkins 	 
	 	Title:  	Managing Director 	 
	 



Devon First Amendment to Credit Agreement





 








 





	 	 	 	 	 
	 	WELLS FARGO BANK, N.A., as a Lender

 	 
	 	By:  	/s/ David C. Brooks
 	 
	 	Name:  	David C. Brooks 	 
	 	Title:  	Vice President 	 
	 
	 	WILLIAMS STREET COMMITMENT CORPORATION, (Recourse
only to assets of William Street Commitment
Corporation), as a Lender
 	 
	 	By:  	/s/ Manda D’Agata
 	 
	 	Name:  	Manda D’Agata 	 
	 	Title:  	Vice President 	 
	 
	 	THE ROYAL BANK OF SCOTLAND plc, as a Lender

 	 
	 	By:  	/s/ Patricia Dundee
 	 
	 	Name:  	Patricia Dundee 	 
	 	Title:  	Senior Vice President 	 
	 
	 	KBC BANK N.V., as Lender

 	 
	 	By:  	/s/ Jean-Pierre Diels
 	 
	 	Name:  	Jean-Pierre Diels 	 
	 	Title:  	First Vice President 	 
	 
	 	By:  	                       /s/ Eric Raskin
 	 
	 	Name:  	Eric Raskin 	 
	 	Title:  	Vice President 	 
	 



Devon First Amendment to Credit Agreement