EXHIBIT 10.11
SIXTH AMENDMENT TO CANADIAN CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CANADIAN CREDIT AGREEMENT (herein called this
"Amendment") made as of October 5, 2001 by and among Northstar Energy
Corporation, an Alberta corporation ("Canadian Borrower"), Bank of America
Canada, individually and as administrative agent ("Canadian Agent"), and the
Canadian Lenders party to the Original Agreement defined below ("Canadian
Lenders").
WITNESSETH:
WHEREAS, Canadian Borrower, Canadian Agent and Canadian Lenders entered
into that certain Canadian 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
Canadian Lenders became obligated to make loans to Canadian Borrowers as therein
provided;
WHEREAS, Canadian Borrower, Canadian Agent and Canadian 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 Canadian Lenders to
Canadian 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 1.2.
"Amendment" means this Sixth Amendment to Canadian Credit
Agreement.
"Canadian Agreement" means the Original Agreement as amended
hereby.
"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.
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 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",
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Sixth Amendment to Canadian Credit Agreement
"Total Capitalization" and "US GAAP" in Annex I to the Original Agreement are
hereby amended in their entirety to read as follows:
"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.
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Sixth Amendment to Canadian Credit Agreement
"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
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. 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:
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Sixth Amendment to Canadian Credit Agreement
"Section 6.13 Bank Accounts; Offset.Canadian Borrower hereby
agrees that each Canadian 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 Canadian Borrower now or hereafter held or received by or
in transit to any Canadian Lender for the account of Canadian Borrower,
(b) any and all deposits (general or special, time or demand,
provisional or final) of Canadian Borrower with any Canadian Lender,
(c) any other credits and balances of Canadian Borrower at any time
existing against any Canadian Lender, including claims under
certificates of deposit, and (d) any indebtedness owed or payable by
any Lender to Canadian Borrower at any time against Canadian
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 Canadian Obligations then due and payable to it (in
either case without notice to Canadian Borrower), any and all items
hereinabove referred to. To the extent that Canadian 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 Canadian Borrower
for the account of, third party royalty or joint interest owners."
Section 2.3. Negative Covenants.
(a) 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:
(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;
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Sixth Amendment to Canadian Credit Agreement
(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(a) of the Original Agreement is hereby amended in its
entirety to read as follows:
"(a) Neither Canadian Borrower nor any Subsidiary of Canadian
Borrower that is a Restricted Person 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 shares or similar securities of Devon HoldCo and/or can
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, and (B) Canadian Borrower may issue stock options
to its employees from time to time to acquire such Exchangeable Shares,
provided that such options are granted under a stock option plan of
Canadian Borrower and/or Devon HoldCo."
(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 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%).
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Sixth Amendment to Canadian Credit Agreement
Section 2.4. 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 Canadian
Agent but without the separate consent of any other Lender Party,
Canadian Borrower may amend, supplement or otherwise modify this
Agreement or any other Canadian 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 Canadian Loan Documents
(i) to cure any ambiguity or correct or supplement any provision
contained herein or in any other Canadian 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 Canadian 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 Canadian
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 2.2(b), Section
2.4, and "Mitchell Restructuring Event". The amendments set forth in Section
2.2(b), Section 2.4, 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) Canadian Agent shall have received at Canadian Agent's office (i)
this Amendment executed by Canadian Borrower, Canadian Agent and Canadian
Required Lenders and (ii) a certificate of the Chairman of the Board, President,
or Vice President - Finance of Canadian 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) Canadian Borrower shall have paid on or before such effective date
all fees and reimbursements to be paid to Canadian Agent and Canadian Lenders
pursuant to any Canadian
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Loan Documents, or otherwise due Canadian Agent or Canadian Lenders and
including fees and disbursements of Canadian 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) Canadian Agent shall have received all of the following, at
Canadian Agent's office, duly executed and delivered and in form and substance
satisfactory to Canadian Agent, all of the following:
(i) a guaranty of the Canadian Obligations from Devon HoldCo
in form and substance reasonably acceptable to Canadian Agent;
(ii) an opinion of counsel to Canadian Borrower with respect
to this Amendment in form and substance reasonably acceptable to
Canadian Agent;
(iii) a certificate of the Chairman of the Board, President,
or Vice President - Finance of Canadian 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 reasonably acceptable to Canadian 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) Canadian Borrower shall have paid on or before such effective date
all fees and reimbursements to be paid to Canadian Agent and Canadian Lenders
pursuant to any Canadian Loan Documents, or otherwise due Canadian Agent or
Canadian Lenders and including fees and disbursements of Canadian Agent's
attorneys.
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Sixth Amendment to Canadian Credit Agreement
ARTICLE IV.
Representations and Warranties
Section 4.1. Representations and Warranties of Canadian Borrower. In
order to induce each Canadian Lender to enter into this Amendment, Canadian
Borrower represents and warrants to each Canadian 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 Canadian Agreement.
(b) Canadian 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 Canadian Agreement. Canadian 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 Canadian
Borrower hereunder.
(c) The execution and delivery by Canadian Borrower of this Amendment,
the performance by Canadian 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
Canadian Borrower, or (C) any agreement, judgment, license, order or permit
applicable to or binding upon Canadian 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 Canadian
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 Canadian
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
Canadian Agreement will be a legal and binding obligation of Canadian 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 Canadian Lender. Since such dates no material
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Sixth Amendment to Canadian Credit Agreement
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 Canadian
Loan Documents, as they may be amended or affected by this Amendment, are hereby
ratified and confirmed in all respects. Any reference to the Canadian 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 Canadian Lenders under the Canadian Agreement or any
other Canadian Loan Document nor constitute a waiver of any provision of the
Canadian Agreement or any other Canadian Loan Document.
Section 5.2. Survival of Agreements. All representations, warranties,
covenants and agreements of Canadian 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 shall further survive until
all of the Obligations are paid in full. All statements and agreements contained
in any certificate or instrument delivered by Canadian Borrower or any
Restricted Person hereunder or under the Canadian Agreement to any Canadian
Lender shall be deemed to constitute representations and warranties by, and/or
agreements and covenants of, Canadian Borrower under this Amendment and under
the Canadian Agreement.
Section 5.3. Canadian Loan Documents. This Amendment is a Canadian Loan
Document, and all provisions in the Canadian Agreement pertaining to Canadian
Loan Documents apply hereto.
Section 5.4. Governing Law. This Amendment shall be governed by and
construed in accordance the laws of the Province of Alberta and any applicable
laws of Canada 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.
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Sixth Amendment to Canadian Credit Agreement
THIS AMENDMENT AND THE OTHER CANADIAN 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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Sixth Amendment to Canadian Credit Agreement
IN WITNESS WHEREOF, this Amendment is executed as of the date first
above written.
NORTHSTAR ENERGY CORPORATION
Canadian Borrower
By: /s/ Paul Brereton
--------------------------------------
Name: Paul Brereton
Title: Vice President - Finance
BANK OF AMERICA CANADA
Administrative Agent, Canadian LC Issuer
and Lender
By: /s/ Nelson Lam
--------------------------------------
Name: Nelson Lam
Title: Vice President
ABN AMRO BANK CANADA
Lender
By: /s/ Mark Bohn
--------------------------------------
Name: Mark Bohn
Title: Group Vice President
By: /s/ Teresa Wu
--------------------------------------
Name: Teresa Wu
Title: Vice President
BANCFIRST
Lender
By: /s/ Arthur B. Hobbs
--------------------------------------
Name: Arthur B. Hobbs
Title: Vice President
BANK OF TOKYO - MITSUBISHI (CANADA)
Lender
By:
--------------------------------------
Name:
Title:
Sixth Amendment to Canadian Credit Agreement
BANK ONE, NA, CANADA BRANCH
Lender
By: /s/ Jeanie Harman
--------------------------------------
Name: Jeanie Harman
Title: First Vice President
BAYERISCHE LANDESBANK GIROZENTRALE,
TORONTO BRANCH
Lender
By: /s/ Thomas Miller
--------------------------------------
Name: Thomas Miller
Title: Vice President
By: /s/ Bernd Erpenbeck
--------------------------------------
Name: Bernd Erpenbeck
Title: Second Vice President
CANADIAN IMPERIAL BANK OF COMMERCE
Lender
By: /s/ Joelle Schellenberg
--------------------------------------
Name: Joelle Schellenberg
Title: Director
By: /s/ Chris A. Perks
--------------------------------------
Name: Chris A. Perks
Title: Executive Director
CITIBANK CANADA
Lender
By: /s/ James K. G. Campbell
--------------------------------------
Name: James K. G. Campbell
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
Lender
By:
--------------------------------------
Name:
Title:
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CREDIT SUISSE FIRST BOSTON CANADA
Lender
By: /s/ W. M. McFarland
--------------------------------------
Name: W. M. McFarland
Title: Vice President
By: /s/ Peter Chauvin
--------------------------------------
Name: Peter Chauvin
Title: Vice President
DEUTSCHE BANK AG NEW YORK BRANCH AND/OR
CAYMAN ISLANDS BRANCH
Lender
By: /s/ Michael E. Keating
--------------------------------------
Name: Michael E. 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
ROYAL BANK OF CANADA
Lender
By: /s/ Lorne Gartner
--------------------------------------
Name: Lorne Gartner
Title: Vice President
SUNTRUST BANK, ATLANTA
Lender
By: /s/ David J. Edge
--------------------------------------
Name: David J. Edge
Title: Director
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THE BANK OF NEW YORK
Lender
By: /s/ John V. Yancey
--------------------------------------
Name: John V. Yancey
Title: Senior Vice President
THE CHASE MANHATTAN BANK, TORONTO BRANCH
Lender
By: /s/ Drew McDonald
--------------------------------------
Name: Drew McDonald
Title: Authorized Representative
By: /s/ Sara Collins
--------------------------------------
Name: Sara Collins
Title: Authorized Representative
THE FUJI BANK, LIMITED
Lender
By: /s/ Jacques Azagury
--------------------------------------
Name: Jacques Azagury
Title: Senior Vice President & Manager
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
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UMB BANK
Lender
By:
--------------------------------------
Name:
Title:
WESTDEUTSCHE LANDESBANK GIROZENTRALE
Lender
By:
--------------------------------------
Name:
Title:
By:
--------------------------------------
Name:
Title:
Sixth Amendment to Canadian Credit Agreement
Sixth Amendment
CONSENT AND AGREEMENT
Devon Energy Corporation, a Delaware corporation ("Canadian
Guarantor"), hereby (i) consents to the provisions of this Amendment and the
transactions contemplated herein, (ii) ratifies and confirms the Guaranty dated
as of August 29, 2000 (the "Parent Guaranty") made by it for the benefit of
Canadian Agent and Lenders executed pursuant to the Canadian Agreement and the
other Canadian 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 Parent Guaranty and such other
Canadian Loan Documents shall remain in full force and effect.
DEVON ENERGY CORPORATION
By: /s/ Dale T. Wilson
--------------------------------------
Name: Dale T. Wilson
Title: Treasurer
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
Canadian Agent and Lenders executed pursuant to the Canadian Agreement and the
other Canadian 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
Canadian 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 Canadian Credit Agreement