EXHIBIT 10.7
SIXTH AMENDMENT TO US CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO US CREDIT AGREEMENT (herein called this
"Amendment") made as of October 5, 2001, 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 the Original
Agreement defined below ("US Lenders").
WITNESSETH:
WHEREAS, US Borrower, US Agent and US Lenders entered into that certain
US Credit Agreement dated as of August 29, 2000 (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;
WHEREAS, US Borrower, US Agent and US Lenders 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 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:
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 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 Sixth Amendment to US Credit Agreement.
"Mitchell" means Mitchell Energy & Development Corp., a Texas
corporation, and its successors and assigns.
"Mitchell Restructuring Event" means one or a series of
transactions pursuant to which US Borrower may form or cause to be
formed a new holding company under the law of any state of the United
States of America, which pursuant to one or more mergers or other
transactions would acquire all of the outstanding common stock of each
of US Borrower and Mitchell.
"US Agreement" means the Original Agreement as amended hereby.
ARTICLE II.
Amendments to Original Agreement
Section 2.1. Defined Terms.
(a) The following definitions of "Anderson Financing", "Devon HoldCo",
"Mitchell" and "Mitchell Restructuring Event" are hereby added to Annex I to the
Original Agreement in alphabetical order:
"Anderson Financing" means (i) the closing of and funding of
the initial loans under a senior unsecured bank facility in an amount
not to exceed US $3,032,000,000 arranged by UBS Warburg LLC and Banc of
America Securities LLC to finance the acquisition by US Borrower of
Anderson Exploration Ltd. and/or Mitchell through wholly-owned
Subsidiaries of US Borrower or, in the case of Mitchell, through a
Mitchell Restructuring Event, and (ii) the acquisition of shares of
Anderson Exploration Ltd. by US Borrower or a Restricted Subsidiary
pursuant to US Borrower's offer to purchase the shares of Anderson
Exploration Ltd.
"Devon HoldCo" means a new holding company formed under the
law of any state of the United States of America to effect a Mitchell
Restructuring Event, together with its successors and assigns.
"Mitchell" means Mitchell Energy & Development Corp., a Texas
corporation, and its successors and assigns.
"Mitchell Restructuring Event" means one or a series of
transactions pursuant to which US Borrower may form or cause to be
formed a new holding company under the law of any state of the United
States of America, which pursuant to one or more mergers or other
transactions would acquire all of the outstanding common stock of each
of US Borrower and Mitchell.
(b) The definitions of "Change of Control", "Consolidated Assets",
"ERISA Affiliate", "Material Adverse Effect", "Material Subsidiary", "Restricted
Person", "Restricted Subsidiary", "Total Capitalization" and "US GAAP" in Annex
I to the Original Agreement are hereby amended in their entirety to read as
follows:
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Sixth Amendment to US Credit Agreement
"Change of Control" means the occurrence of either of the
following events: (i) any Person (or syndicate or group of Persons
which is deemed a "person" for the purposes of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended) acquires more than fifty
percent (50%) of the outstanding stock of Devon HoldCo having ordinary
voting power (disregarding changes in voting power based on the
occurrence of contingencies) for the election of directors, or (ii)
during any period of twelve successive months a majority of the Persons
who were directors of Devon HoldCo at the beginning of such period
cease to be directors of Devon HoldCo, unless such cessation relates to
a voluntary reduction by Devon HoldCo of the number of directors that
comprise the board of directors of Devon HoldCo. For the avoidance of
doubt, the Mitchell Restructuring Event shall not constitute or be
deemed to constitute a "Change of Control" for purposes of the US
Agreement, the Canadian Agreement or any other Loan Document.
"Consolidated Assets" means the total assets of Devon HoldCo
and its Restricted Subsidiaries which would be shown as assets on a
Consolidated balance sheet of Devon HoldCo and its Restricted
Subsidiaries prepared in accordance with US GAAP, after eliminating all
amounts properly attributable to minority interest, if any, in the
stock and surplus of the Restricted Subsidiaries.
"ERISA Affiliate" means Devon HoldCo and all members of a
controlled group of corporations and all trades or businesses (whether
or not incorporated) under common control that, together with Devon
HoldCo, are treated as a single employer under Section 414 of the
Internal Revenue Code.
"Material Adverse Effect" means any event which would
reasonably be expected to have a material and adverse effect upon (a)
Devon HoldCo's Consolidated financial condition, (b) Devon HoldCo's
Consolidated operations, properties or prospects, considered as a
whole, (c) US Borrower's ability to timely pay the Obligations, or (d)
the enforceability of the material terms of any Loan Documents.
"Material Subsidiary" means a Subsidiary of Devon HoldCo other
than US Borrower which owns assets having a book value that exceeds ten
percent (10%) of the book value of Devon HoldCo's Consolidated assets.
"Restricted Person" means any of Devon HoldCo, US Borrower and
each Restricted Subsidiary.
"Restricted Subsidiary" means Canadian Borrower, Devon
Oklahoma, Devon SFS, Mitchell and any other Subsidiary of Devon HoldCo
(other than US Borrower) that is not an Unrestricted Subsidiary.
"Total Capitalization" means the sum (without duplication) of
(i) Devon HoldCo's Consolidated Total Funded Debt plus (ii) Devon
HoldCo's Consolidated shareholder's equity plus (iii) 60% of the
outstanding balance of the Devon Trust Securities. Total Capitalization
shall be calculated excluding non-cash write-downs and related charges
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Sixth Amendment to US Credit Agreement
which are required under Rule 4-10 (Financial Accounting and Reporting
for Oil and Gas Producing Activities Pursuant to the Federal Securities
Laws and the Energy Policy and Conservation Act of 1975) of Regulation
S-X promulgated by Securities and Exchange Commission Regulation, or by
US GAAP.
"US GAAP" means those generally accepted accounting principles
and practices which are recognized as such from time to time by the
Financial Accounting Standards Board (or any generally recognized
successor) and which, in the case of Devon HoldCo and its Consolidated
Subsidiaries, are applied in a manner consistent with the manner in
which such principles and practices were applied in the Initial
Financial Statements.
(c) The first sentence of the definition of "Unrestricted Subsidiary"
in Annex I to the Original Agreement is hereby amended in its entirety to read
as follows:
"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 not
own an interest (directly or indirectly) as of August 29, 2001, which
thereafter became a Subsidiary of US Borrower or Devon HoldCo and
which, within 90 days after becoming a Subsidiary of US Borrower or
Devon HoldCo, was designated as an Unrestricted Subsidiary by US
Borrower to US Agent; provided that 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.
(d) The definition of "Permitted Liens" is hereby amended by
substituting the words "US Borrower, Devon HoldCo" for the words "US Borrower".
(e) The definition of "Subordinated US Borrower Debentures" is hereby
amended by substituting the words "Devon HoldCo or US Borrower" for the words
"US Borrower".
Section 2.2. Representations and Warranties.
(a) Section 5.2 and the first sentence of Section 5.3 of the Original
Agreement are hereby amended by substituting the words "Devon HoldCo, US
Borrower" for the words "US Borrower" each place where such words appear
therein.
(b) Section 5.10 of the Original Agreement is hereby amended by
substituting the word "Devon HoldCo" for the words "US Borrower" each place
where such words appear therein and by deleting the period at the end of the
first sentence thereof and adding the words "and US Borrower and Mitchell and
its Subsidiaries." in place thereof.
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Sixth Amendment to US Credit Agreement
Section 2.3. Affirmative Covenants.
(a) The first sentence of Section 6.2(a), the first sentence of Section
6.2(b), and Section 6.2(c) of the Original Agreement are hereby amended by
substituting the words "Devon HoldCo" for the words "US Borrower".
(b) Section 6.13 of the Original Agreement is hereby amended in its
entirety to read as follows:
"Section 6.13 Bank Accounts; Offset. US Borrower hereby agrees
that each US Lender shall have the right to offset (which shall be in
addition to all other interests, liens, and rights of any Lender at
common Law, under the Loan Documents, or otherwise) (a) any and all
moneys, securities or other property (and the proceeds therefrom) of US
Borrower now or hereafter held or received by or in transit to any US
Lender for the account of US Borrower, (b) any and all deposits
(general or special, time or demand, provisional or final) of US
Borrower with any US Lender, (c) any other credits and balances of US
Borrower at any time existing against any US Lender, including claims
under certificates of deposit, and (d) any indebtedness owed or payable
by any Lender to US Borrower at any time against US Obligations due to
it that have not been paid when due. At any time and from time to time
after the occurrence of any Event of Default and during the continuance
thereof, each Lender is hereby authorized to offset against the US
Obligations then due and payable to it (in either case without notice
to US Borrower), any and all items hereinabove referred to. To the
extent that US Borrower has accounts designated as royalty or joint
interest owner accounts, the foregoing right of offset shall not extend
to funds in such accounts which belong to, or otherwise arise from
payments to US Borrower for the account of, third party royalty or
joint interest owners."
Section 2.4. Negative Covenants.
(a) Section 7.1(m) of the Original Agreement is hereby amended in its
entirety to read as follows:
"(m) (1) Indebtedness in an aggregate principal amount not to
exceed US $4,300,000,000 owed by Devon Financing Corporation, U.L.C., a
Nova Scotia unlimited liability company and wholly-owned Subsidiary of
US Borrower, and (2) other Indebtedness of such Nova Scotia unlimited
liability company with respect to guaranties of Indebtedness of US
Borrower or the holding company referred to in the definition of
Mitchell Restructuring Event, to the extent US Borrower is in
compliance with the terms of Section 7.8 at the time such guaranties
are executed and delivered."
(b) Section 7.3 of the Original Agreement is hereby amended in its
entirety to read as follows:
"Section 7.3 Limitation on Mergers. No Restricted Person will
merge with or into or consolidate with any other Person except that:
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Sixth Amendment to US Credit Agreement
(a) any Restricted Subsidiary may be merged with or into or
consolidated with (i) Devon HoldCo, so long as Devon HoldCo is the
surviving business entity of such merger or consolidation, (ii) US
Borrower, so long as US Borrower is the surviving business entity of
such merger or consolidation, or (iii) any other Subsidiary of Devon
HoldCo, so long as the surviving business entity of such merger or
consolidation is a Restricted Subsidiary;
(b) US Borrower may be merged with or into or consolidated
with Devon HoldCo, or Devon HoldCo may be merged with or into or
consolidated with US Borrower, so long as (i) US Borrower is the
surviving business entity of such merger or consolidation or (ii) Devon
HoldCo, as the surviving business entity of such merger or
consolidation, expressly assumes, by execution of a supplement to this
Agreement in form and substance reasonably satisfactory to US Agent,
the due and punctual payment of all US Obligations and the performance
of the obligations of US Borrower contained herein and in the other
Loan Documents;
(c) US Borrower may merge with or into or be consolidated with
a Subsidiary of Devon HoldCo to effect the Mitchell Restructuring Event
so long as US Borrower is the surviving business entity of such merger
or consolidation; and
(d) Any Person which is not a Restricted Person may be merged
with or into or consolidated with a Restricted Person, so long as such
Restricted Person is the surviving business entity of such merger or
consolidation."
(c) Section 7.4 of the Original Agreement is hereby amended in its
entirety to read as follows:
"Section 7.4 Limitation on Issuance of Securities by US
Borrower and Restricted Subsidiaries; Ownership of certain Restricted
Subsidiaries by US Borrower.
(a) No Restricted Subsidiary will issue any additional shares
of its capital stock, additional partnership interests or other
securities or any options, warrants or other rights to acquire such
additional shares, partnership interests or other securities except to
another Restricted Person which is a wholly-owned direct or indirect
Subsidiary of Devon HoldCo unless (i) such securities are being issued
to acquire a business, directly or indirectly through the use of the
proceeds of such issuance, and (ii) such securities are convertible
into the common or similar securities of Devon HoldCo and/or may be
redeemed in cash at the option of the Restricted Person that issued
such securities. In addition, (A) Canadian Borrower may issue
"Exchangeable Shares" (as defined in the Articles of Amalgamation of
Canadian Borrower and in this section called "Exchangeable Shares")
upon the terms specified in the Articles of Amalgamation of Canadian
Borrower as in effect on January 1, 2001, which terms are substantially
the same as those set forth in the Restated Articles of Incorporation
of Northstar Energy Corporation immediately prior to the amalgamation
of Canadian Borrower, (B) Canadian Borrower may issue stock options to
its employees from time to time to acquire such Exchangeable Shares,
provided
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that such options are granted under a stock option plan of Canadian
Borrower and/or Devon HoldCo, and (C) Devon Trust may issue common
securities to US Borrower or Devon HoldCo and the Devon Trust
Securities.
(b) US Borrower will at all times own, directly or indirectly,
100% of the partnership interests in Devon Energy Production Company,
L.P., 100% of the outstanding shares of common stock of Devon SFS and
Northstar Energy, and 100% of the outstanding common securities of
Devon Trust. Devon HoldCo will at all times own directly 100% of the
outstanding capital stock of US Borrower having ordinary voting power
(disregarding changes in voting power based on the occurrence of
contingencies) for the election of directors."
(d) Section 7.6 of the Original Agreement is hereby amended by
substituting the words "Devon HoldCo" for the words "US Borrower".
(e) Section 7.7 of the Original Agreement is hereby amended in its
entirety to read as follows:
"Section 7.7 Prohibited Contracts. Except as expressly
provided for in the US Loan Documents, the Support Agreement dated
December 10, 1998 between the US Borrower and Northstar Energy, the
Santa Fe Snyder Indentures, and documents and instruments evidencing or
governing Acquired Debt, no Restricted Person will, directly or
indirectly, enter into, create, or otherwise allow to exist any
contract or other consensual restriction on the ability of (i) any
Restricted Person that is a Subsidiary of US Borrower to pay dividends
or make other distributions to US Borrower, to redeem equity interests
held in it by US Borrower, to repay loans and other indebtedness owing
by it to US Borrower, or to transfer any of its assets to US Borrower
or (ii) any Restricted Person that is a Subsidiary of Devon HoldCo
(other than US Borrower and its Subsidiaries) to pay dividends or make
other distributions to Devon HoldCo, to redeem equity interests held in
it by Devon HoldCo, to repay loans and other indebtedness owing by it
to Devon HoldCo or US Borrower, or to transfer any of its assets to
Devon HoldCo."
(f) Section 7.8 of the Original Agreement is hereby amended in its
entirety to read as follows:
"Section 7.8 Funded Debt to Total Capitalization. The ratio of
Devon HoldCo's Consolidated Total Funded Debt to Total Capitalization
will not exceed (i) at the end of each Fiscal Quarter prior to the
consummation of the Anderson Financing, sixty-five percent (65%) and
(ii) at the end of each Fiscal Quarter thereafter until and including
June 30, 2002, seventy percent (70%) and (iii) at the end of each
Fiscal Quarter ending after June 30, 2002 sixty-five percent (65%)."
(g) Section 7.9 of the Original Agreement is hereby amended by
substituting the words "US Borrower or Devon HoldCo" for the words "US Borrower"
except where "US Borrower" is part of another defined term.
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Section 2.5. Miscellaneous. Section 10.1(a) of the Original Agreement
is hereby amended by inserting the following at the end of the fourth sentence
thereof:
"; provided, however, that with the consent of the US Agent
but without the separate consent of any other Lender Party, US Borrower
may amend, supplement or otherwise modify this Agreement or any other
US Loan Document in connection with the Mitchell Restructuring Event
and the related addition of the holding company referred to in the
definition of Mitchell Restructuring Event as a Restricted Person
herein and in the other US Loan Documents (i) to cure any ambiguity or
correct or supplement any provision contained herein or in any other US
Loan Document which may thereby become defective or inconsistent with
any other provisions contained herein or therein, so long as such
amendment, supplement or other modification would not have an adverse
effect on the interests of the Lender Parties hereunder and under the
other US Loan Documents or (ii) to add to the covenants and agreements
of the Restricted Persons hereunder and thereunder such further
covenants, agreements, restrictions, conditions or provisions as the US
Agent shall consider to be for the protection of the Lender Parties."
ARTICLE III.
Conditions of Effectiveness
Section 3.1. Effective Date of Amendments in Section 2.3(b), Section
2.4(a), Section 2.5, and "Mitchell Restructuring Event". The amendments set
forth in Section 2.3(b), Section 2.4(a), Section 2.5, and the definition of
"Mitchell Restructuring Event" in Section 2.1(a) of this Amendment shall become
effective as of the date first written above when and only when:
(a) US Agent shall have received at US Agent's office (i) this
Amendment executed by US Borrower, US Agent and US Required Lenders and (ii) a
certificate of the Senior Vice President - Finance or the Treasurer of US
Borrower dated the date of this Amendment certifying: (A) that all of the
representations and warranties set forth in Article IV hereof are true and
correct at and as of such date, and (B) that no Default exists at and as of such
date; and
(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.
Section 3.2. Effective Date of Entire Amendment. This Amendment (other
than the sections described in Section 3.1) shall become effective
contemporaneously with the occurrence of the Mitchell Restructuring Event on the
date the Mitchell Restructuring Event occurs; provided that the following
conditions have been satisfied:
(a) US Agent shall have received all of the following, at US Agent's
office, duly executed and delivered and in form and substance satisfactory to US
Agent, all of the following:
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(i) a guaranty of the US Obligations from Devon HoldCo in form
and substance reasonably acceptable to US Agent;
(ii) an opinion of counsel to US Borrower with respect to this
Amendment in form and substance reasonably acceptable to US Agent;
(iii) a certificate of the Senior Vice President - Finance or
the Treasurer of US Borrower dated the date of the Mitchell
Restructuring Event certifying: (A) that all of the representations and
warranties set forth in Article IV hereof are true and correct at and
as of such date, and (B) that no Default exists at and as of such date;
(iv) an opinion of counsel to Devon HoldCo with respect to the
guaranty of Devon HoldCo referred to in clause (i) above in form and
substance reasonable acceptable to US Agent; and
(v) a certificate of the Senior Vice President - Finance or
the Treasurer of Devon HoldCo dated the date of the Mitchell
Restructuring Event with respect to its articles of incorporation,
bylaws, incumbency, authorizing resolutions, and similar corporate
matters.
(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.
ARTICLE IV.
Representations and Warranties
Section 4.1. Representations and Warranties of US Borrower. In order to
induce each US Lender 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.
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(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, 2000 and the unaudited quarterly Consolidated financial
statements of US Borrower dated as of June 30, 2001 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
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, including without
limitation the making or granting of the Loans, and
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shall further survive until all of the 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.
Section 5.6 Renumbering of Funded Debt to Total Capitalization
Covenant. The reference to Section 7.7 of the Original Agreement contained in
the Fifth Amendment to US Credit Agreement was intended to refer to Section 7.8
of the Original Agreement and is hereby renumbered as Section 7.8 of the
Original Agreement.
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.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, this Amendment is executed as of the date first
above written.
DEVON ENERGY CORPORATION
US Borrower
By: /s/ Dale T. Wilson
--------------------------------
Dale T. Wilson
Treasurer
BANK OF AMERICA, N.A.,
Administrative Agent, US LC Issuer
and Lender
By: /s/ James R. Allred
--------------------------------
Name: James R. Allred
Title: Managing Director
ABN AMRO BANK, N.V.
Lender
By: /s/ James Conn
--------------------------------
Name: Jamie Conn
Title: Group Vice President
By: /s/ Frank R. Russo, Jr.
--------------------------------
Name: Frank R. Russo, Jr.
Title: Group Vice President
BANCFIRST
Lender
By: /s/ Arthur B. Hobbs
--------------------------------
Name: Arthur B. Hobbs
Title: Vice President
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BANK OF MONTREAL
Lender
By: /s/ James B. Whitmore
------------------------------------
Name: James B. Whitmore
Title: Managing Director
BANK ONE, NA (MAIN OFFICE - CHICAGO)
Lender
By: /s/ Jeanie Harman
------------------------------------
Name: Jeanie Harman
Title: First Vice President
BAYERISCHE LANDESBANK
GIROZENTRALE, CAYMAN ISLANDS
BRANCH Lender
By: /s/ Peter Obermann
------------------------------------
Name: Peter Obermann
Title: Senior Vice President
By: /s/ James H. Boyle
------------------------------------
Name: James H. Boyle
Title: Vice President
CIBC INC.
Lender
By: /s/ Nora Q. Catiis
------------------------------------
Name: Nora Q. Catiis
Title: Authorized Signatory
CITIBANK, N.A.
Lender
By: /s/ Todd J. Mogil
------------------------------------
Name: Todd J.Mogil
Title: Attorney-in-fact
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CREDIT LYONNAIS NEW YORK
BRANCH
Lender
By:
-------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON
Lender
By: /s/ James P. Moran
-------------------------------
Name: James P. Moran
Title: Director
By: /s/ Paul L. Colon
-------------------------------
Name: Paul L.Colon
Title: Vice President
DEUTSCHE BANK AG NEW YORK
BRANCH AND/OR CAYMAN ISLANDS
BRANCH
Lender
By: /s/ Michael E. Keating
-------------------------------
Name: Michael A. Keating
Title: Managing Director
By: /s/ Joel Makowsky
-------------------------------
Name: Joel Makowsky
Title: Vice President
FIRST UNION NATIONAL BANK
Lender
By: /s/ Robert R. Wetteroff
-------------------------------
Name: Robert R. Wetteroff
Title: Senior Vice President
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ROYAL BANK OF CANADA
Lender
By: /s/ Lorne Gartner
---------------------------------------
Name: Lorne Gartner
Title: Vice President
SUNTRUST BANK, ATLANTA
Lender
By:
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Name:
Title:
THE BANK OF NEW YORK
Lender
By: /s/ John V. Yancey
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Name: John V. Yancey
Title: Senior Vice President
THE BANK OF TOKYO - MITSUBISHI
LTD. HOUSTON AGENCY
Lender
By:
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Name:
Title:
THE CHASE MANHATTAN BANK
Lender
By: /s/ Russell A. Johnson
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Name: Russell A. Johnson
Title: Vice President
THE FUJI BANK, LIMITED
Lender
By: /s/ Jacques Azagury
---------------------------------------
Name: Jacques Azagury
Title: Senior Vice President & Manager
Sixth Amendment to US Credit Agreement
TORONTO-DOMINION (TEXAS), INC.
Lender
By:
-----------------------------------------
Name:
Title:
UBS AG, STAMFORD BRANCH
Lender
By: /s/ Patricia O'Kicki
-----------------------------------------
Name: Patricia O'Kicki
Title: Director
Banking Products Services
By: /s/ Wilfred V. Saint
-----------------------------------------
Name: Wilfred V. Saint
Title: Associate Director
Banking Products Services, US
UMB BANK
Lender
By:
-----------------------------------------
Name:
Title:
WESTDEUTSCHE LANDESBANK
GIROZENTRALE
Lender
By:
-----------------------------------------
Name:
Title:
By:
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Name:
Title:
Sixth Amendment to US Credit Agreement
Sixth Amendment
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 October 3, 2001 (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/ Dale T. Wilson
-------------------------------
Name: Dale T. Wilson
Title: Treasurer
Sixth Amendment to US Credit Agreement