EX-10.5 13 d90138a2ex10-5.txt FOURTH AMENDMENT TO U.S. CREDIT AGREEMENT EXHIBIT 10.5 [US AGENT WILL ADVISE THE TRANCHE B LENDERS OF THE DATE ON WHICH US BORROWER EXECUTES AND DELIVERS THIS AMENDMENT TO US AGENT.] FOURTH AMENDMENT TO US CREDIT AGREEMENT The Offer for Extension set forth in this Fourth Amendment to US Credit Agreement (herein called this "Amendment") is made by Bank of America, N.A., individually and as administrative agent ("US Agent"), and the undersigned US Lenders and shall be open for acceptance by Devon Energy Corporation, a Delaware corporation ("US Borrower") until (and including) August 21, 2001. WITNESSETH: WHEREAS, US Borrower, US Agent and US Lenders have 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; and WHEREAS, pursuant to 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, 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 2.1 of this Amendment and US Agent hereby makes an Offer of Extension to US Borrower on such terms; 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: Fourth Amendment to US Credit Agreement 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 Fourth Amendment to US Credit Agreement. "US Agreement" means the Original Agreement as amended hereby. ARTICLE II. Amendments to Original Agreement Section 2.1. Defined Terms. The definition of "Tranche B Conversion Date" in Annex I of the Original Agreement is hereby amended in its 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 Fourth Amendment to US Credit Agreement among US Borrower, US Agent and US Lenders, or such later day to which the Tranche B Conversion Date is extended pursuant to Section 1.1 of the US Agreement." Section 2.2. 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 August 28, 2001. Section 2.3. Lenders Schedule. Annex II to this Amendment is hereby substituted for Annex II to the Original Agreement. ARTICLE III. Conditions of Effectiveness Section 3.1. Effective Date. This Amendment shall become effective on the 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 August 21, 2001) and the following additional conditions are satisfied: 2 Fourth Amendment to US Credit Agreement (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: (i) this Amendment executed by US Borrower, US Agent and all Tranche B Lenders; (ii) a certificate of the Senior Vice President - Finance or the Treasurer 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. (b) US Borrower shall have paid, in connection with such US Loan Documents, 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. 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 August 21, 2001. 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. (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 3 Fourth Amendment to US Credit Agreement 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 March 31, 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 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. 4 Fourth Amendment to US Credit 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. [The remainder of this page has been intentionally left blank.] 5 Fourth Amendment to US Credit Agreement IN WITNESS WHEREOF, this Amendment is executed by US Borrower as of August 13, 2001. DEVON ENERGY CORPORATION US Borrower By: /s/ Dale T. Wilson ------------------------------------- Dale T. Wilson Treasurer Fourth Amendment to US Credit Agreement IN WITNESS WHEREOF, this Amendment is executed by US Agent and Tranche B Lenders. BANK OF AMERICA, N.A., Administrative Agent, US LC Issuer and Lender By: /s/ Angela McCracken ------------------------------------- Name: Angela McCracken Title: Vice President ABN AMRO BANK, N.V. Lender By: Frank R. Russo, Jr. ------------------------------------- Name: Frank R. Russo, Jr. Title: Group Vice President By: /s/ Jeffrey G.White ------------------------------------- Name: Jeffrey G. White Title: Vice President BANCFIRST Lender By: /s/ Arthur B. Hobbs ------------------------------------- Name: Arthur B. Hobbs Title: Vice President BANK ONE, NA Lender By: /s/ Ronald L. Dierker ------------------------------------- Name: Ronald L. Dierker Title: Director, Capital Markets Fourth Amendment to US Credit Agreement 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/ Lydia G.Junek ------------------------------------- Name: Lydia G. Junek Title: Attorney-in-fact CREDIT LYONNAIS NEW YORK BRANCH Lender By: /s/ Philippe Soustra ------------------------------------- Name: Philippe Soustra Title: Executive Vice President CREDIT SUISSE FIRST BOSTON Lender By: /s/ Paul L. Colon ------------------------------------- Name: Paul L. Colon Title: Vice President By: /s/ David M. Koczan ------------------------------------- Name: David M. Koczan Title: Assistant Vice President Fourth Amendment to US Credit Agreement 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/ David E. Humphreys ------------------------------------- Name: David E. Humphreys Title: 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 THE BANK OF NEW YORK Lender By: /s/ Raymond J. Palmer ------------------------------------- Name: Raymond J. Palmer Title: Vice President Fourth Amendment to US Credit Agreement THE BANK OF TOKYO - MITSUBISHI LTD. HOUSTON AGENCY Lender By: /s/ K. Glasscock -------------------------------------- Name: K. Glasscock Title: Vice President & Manager THE CHASE MANHATTAN BANK Lender By: /s/ Russell A. Johnson -------------------------------------- Name: Russell A. Johnson Title: Vice President THE FUJI BANK, LIMITED Lender By: /s/ Jacques Azagury -------------------------------------- Name: Jacques Azagury Title: Senior Vice President & Manager UBS AG, STAMFORD BRANCH Lender By: /s/ Susan Brunner -------------------------------------- Name: Susan Brunner Title: Associate Director Banking Products Services, US By: /s/ Patricia O'Kicki -------------------------------------- Name: Director Title: Director Banking Products Services UMB BANK Lender By: /s/ Derek K. Duncan -------------------------------------- Name: Derek K. Duncan Title: Vice President Fourth Amendment to US Credit Agreement ANNEX II LENDERS SCHEDULE Fourth Amendment to US Credit Agreement Annex II - Lender Schedule BANK OF AMERICA US AGREEMENT Name of Affiliate that is Lender under US Agreement Bank of America, N.A. Applicable Lending Office for US Loans: 901 Main Street, 64th Floor Dallas, Texas 75202 Address for Notices: Three Allen Center 333 Clay Street, Suite 4550 Houston, Texas 77022-4103 Attention: James R. Allred US TRANCHE A Tranche A Note Amount (5 year): US$ 19,333,333.34 Tranche A Percentage Share: 9.66666% US TRANCHE B Tranche B Note Amount (364 day): US$ 46,875,000.00 Tranche B Percentage Share: 7.500% CANADIAN AGREEMENT Name of Affiliate that is Lender under Canadian Agreement: Bank of America Canada (CANADIAN RESIDENT LENDER) Applicable Lending Office for Canadian Advances: 200 Front Street West, Suite 2700 Toronto, Ontario M5V3L2 Address for Notices: 200 Front Street West, Suite 2700 Toronto, Ontario M5V3L2 Attention: Medina Sales de Andrade CANADIAN FACILITY Canadian Note Amount: US$ 28,125,000.00 Canadian Percentage Share: 7.500% AGGREGATE COMMITMENT UNDER US AGREEMENT US$ 60,000,000.00 AND CANADIAN AGREEMENT
Annex II - Lender Schedule ABN AMRO BANK, N.V. US AGREEMENT Name of Affiliate that is Lender under US Agreement: ABN AMRO Bank, N.V. Applicable Lending Office for US Loans: 208 South LaSalle, Suite 1500 Chicago, Illinois 60604-1003 Attention: Loan Administration Address for Notices: 208 South LaSalle, Suite 1500 Chicago, Illinois 60604-1003 Attention: Loan Administration cc: Three Riverway Suite 1700 Houston, Texas 77056 Attention: Frank R. Russo, Jr. US TRANCHE A Not a Tranche A Lender US TRANCHE B Tranche B Note Amount (364 day): US$ 39,062,500.00 Tranche B Percentage Share: 6.250% CANADIAN AGREEMENT Name of Affiliate that is Lender under Canadian Agreement: ABN AMRO Bank Canada (CANADIAN RESIDENT LENDER) Applicable Lending Office for Canadian Advances: ABN AMRO Bank Canada 79 Wellington St. West, 15th Floor Toronto, Ontario M5K 1G8 Address for Notices: ABN AMRO Bank Canada 79 Wellington St. West, 15th Floor Toronto, Ontario M5K 1G8 Attention: Yasmin Mohideen cc: Three Riverway Suite 1700 Houston, Texas 77056 Attention: Frank R. Russo, Jr. CANADIAN FACILITY Canadian Note Amount: US$ 23,437,500.00 Canadian Percentage Share: 6.250% AGGREGATE COMMITMENT UNDER US AGREEMENT US$ 50,000,000.00 AND CANADIAN AGREEMENT
Annex II - Lender Schedule BANCFIRST US AGREEMENT Name of Affiliate that is Lender under US Agreement: BancFirst Applicable Lending Office for US Loans: 101 N. Broadway Oklahoma City, Oklahoma 73102 Address for Notices: 101 N. Broadway Oklahoma City, Oklahoma 73102 Attention: Arthur B. Hobbs US TRANCHE A Not a Tranche A Lender US TRANCHE B Tranche B Note Amount (364 day): US$ 7,812,500.00 Tranche B Percentage Share: 1.250% CANADIAN AGREEMENT Name of Affiliate that is Lender under Canadian Agreement: BancFirst (NON-RESIDENT LENDER) Applicable Lending Office for Canadian Advances: 101 N. Broadway Oklahoma City, Oklahoma 73102 Address for Notices: 101 N. Broadway Oklahoma City, Oklahoma 73102 Attention: Arthur B. Hobbs CANADIAN FACILITY Canadian Note Amount: US$ 4,687,500.00 Canadian Percentage Share: 1.250% AGGREGATE COMMITMENT UNDER US AGREEMENT US$ 10,000,000.00 AND CANADIAN AGREEMENT
Annex II - Lender Schedule BANK OF MONTREAL [TRANCHE A ONLY] US AGREEMENT Name of Affiliate that is Lender under US Agreement: Bank of Montreal Applicable Lending Office for US Loans: 115 South La Salle 11th Floor Chicago, Illinois 60603 Attention: Loan Administration Address for Notices: 700 Louisiana, Suite 4400 Houston, Texas 77002 Attention: James Whitmore US TRANCHE A Tranche A Note Amount (5 year): US$ 16,000,000.00 Tranche A Percentage Share: 8.0% US TRANCHE B Not a Tranche B Lender CANADIAN AGREEMENT Not a Canadian Lender
Annex II - Lender Schedule BANK ONE US AGREEMENT Name of Affiliate that is Lender under US Agreement: Bank One, NA Applicable Lending Office for US Loans: 1 Bank One Plaza Mail Code: IL1-0634 Chicago, Illinois 60670 Address for Notices: 1100 Louisiana, Suite 3200 Houston, Texas 77002 Attention: Ron Dierker US TRANCHE A Tranche A Note Amount (5 year): US$ 19,333,333.33 Tranche A Percentage Share: 9.66666% US TRANCHE B Tranche B Note Amount (364 day): US$ 46,875,000.00 Tranche B Percentage Share: 7.500% CANADIAN AGREEMENT Name of Affiliate that is Lender under Canadian Agreement: Bank One, NA, Canada Branch (CANADIAN RESIDENT LENDER) Applicable Lending Office for Canadian Advances: 161 Bay Street, Suite 4240 Toronto, Ontario M5J 2S1 Address for Notices: 1100 Louisiana, Suite 3200 Houston, Texas 77002 Attention: Ron Dierker CANADIAN FACILITY Canadian Note Amount: US$ 28,125,000.00 Canadian Percentage Share: 7.500% AGGREGATE COMMITMENT UNDER US AGREEMENT US$ 60,000,000.00 AND CANADIAN AGREEMENT
Annex II - Lender Schedule BAYERISCHE LANDESBANK GIROZENTRALE US AGREEMENT Name of Affiliate that is Lender under US Agreement: Bayerische Landesbank Girozentrale, Cayman Islands Branch Applicable Lending Office for US Loans: 560 Lexington Avenue New York, New York 10022 Address for Notices: 560 Lexington Avenue New York, New York 10022 Attention: Stephen Christenson US TRANCHE A Not a Tranche A Lender US TRANCHE B Tranche B Note Amount (364 day): US$ 31,250,000.00 Tranche B Percentage Share: 5.000% CANADIAN AGREEMENT Name of Affiliate that is Lender under Canadian Agreement: Bayerische Landesbank Girozentrale, Toronto Branch (NON-RESIDENT LENDER) Applicable Lending Office for Canadian Advances: BCE Place - Suite 3210 181 Bay Street Toronto, Ontario M5J 2T3 Address for Notices: BCE Place - Suite 3210 181 Bay Street Toronto, Ontario M5J 2T3 Attention: Bernd Erpenbeck CANADIAN FACILITY Canadian Note Amount: US$ 18,750,000.00 Canadian Percentage Share: 5.000% AGGREGATE COMMITMENT UNDER US AGREEMENT US$ 40,000,000.00 AND CANADIAN AGREEMENT
Annex II - Lender Schedule CIBC INC. US AGREEMENT Name of Affiliate that is Lender under US Agreement: CIBC Inc. Applicable Lending Office for US Loans: 2 Paces West 2727 Paces Ferry Road Suite 1200 Atlanta, Georgia 30339 Attention: Anita Rounds Address for Notices: 1600 Smith Street, Suite 3100 Houston, Texas 77002 Attention: Russell Otts US TRANCHE A Tranche A Note Amount (5 year): US$ 12,000,000.00 Tranche A Percentage Share: 6.0% US TRANCHE B Tranche B Note Amount (364 day): US$ 19,531,250.00 Tranche B Percentage Share: 3.125% CANADIAN AGREEMENT Name of Affiliate that is Lender under Canadian Agreement: Canadian Imperial Bank of Commerce (CANADIAN RESIDENT LENDER) Applicable Lending Office for Canadian Advances: 40 Dundas Street West 5th Floor Toronto, Ontario M5G 2C2 Address for Notices: 855 Second Street, S.W. 10th Floor, Banker's Hall Calgary, Alberta T2P 4J7 Attention: Joelle Schellenberg CANADIAN FACILITY Canadian Note Amount: US$ 11,718,750.00 Canadian Percentage Share: 3.125% AGGREGATE COMMITMENT UNDER US AGREEMENT US$ 25,000,000.00 AND CANADIAN AGREEMENT
Annex II - Lender Schedule CITIBANK, N.A. US AGREEMENT Name of Affiliate that is Lender under US Agreement: Citibank, N.A. Applicable Lending Office for US Loans: 399 Park Avenue New York, New York 10043 Borrowing Notices: Two Penn's Way, 2nd Floor New Castle Delaware 19720 Attention: Sean L. Portrait Address for Notices: 1200 Smith Street, Suite 2000 Houston, Texas 77002 Attention: Todd J. Mogil US TRANCHE A Tranche A Note Amount (5 year): US$ 16,000,000.00 Tranche A Percentage Share: 8.0% US TRANCHE B Tranche B Note Amount (364 day): US$ 39,062,500.00 Tranche B Percentage Share: 6.250% CANADIAN AGREEMENT Name of Affiliate that is Lender under Canadian Agreement: Citibank Canada (CANADIAN RESIDENT LENDER) Applicable Lending Office for Canadian Advances: 400 Third Avenue SW, Suite 4210 Calgary, Alberta T2P 4H2 Address for Notices: 400 Third Avenue SW, Suite 4210 Calgary, Alberta T2P 4H2 Attention: Diane Gould cc: 1200 Smith Street, Suite 2000 Houston, Texas 77002 Attention: Todd J. Mogil CANADIAN FACILITY Canadian Note Amount: US$ 23,437,500.00 Canadian Percentage Share: 6.250% AGGREGATE COMMITMENT UNDER US AGREEMENT US$ 50,000,000.00 AND CANADIAN AGREEMENT
Annex II - Lender Schedule CREDIT LYONNAIS US AGREEMENT Name of Affiliate that is Lender under US Agreement: Credit Lyonnais Applicable Lending Office for US Loans: 1000 Louisiana Street Suite 5360 Houston, Texas 77002 Address for Notices: 1000 Louisiana Street Suite 5360 Houston, Texas 77002 Attention: John Grandstaff US TRANCHE A Not a Tranche A Lender US TRANCHE B Tranche B Note Amount (364 day): US$ 31,250,000.00 Tranche B Percentage Share: 5.000% CANADIAN AGREEMENT Name of Affiliate that is Lender under Canadian Agreement: Credit Lyonnais (NON-RESIDENT LENDER) Applicable Lending Office for Canadian Advances: 1000 Louisiana Street Suite 5360 Houston, Texas 77002 Address for Notices: 1000 Louisiana Street Suite 5360 Houston, Texas 77002 Attention: John Grandstaff CANADIAN FACILITY Canadian Note Amount: US$ 18,750,000.00 Canadian Percentage Share: 5.000% AGGREGATE COMMITMENT UNDER US AGREEMENT US$ 40,000,000.00 AND CANADIAN AGREEMENT
Annex II - Lender Schedule CREDIT SUISSE FIRST BOSTON US AGREEMENT Name of Affiliate that is Lender under US Agreement: Credit Suisse First Boston Applicable Lending Office for US Loans: Eleven Madison Avenue, 10th Floor New York, New York 10010-3629 Address for Notices: Eleven Madison Avenue, 10th Floor New York, New York 10010-3629 Attention: James Moran US TRANCHE A Not a Tranche A Lender US TRANCHE B Tranche B Note Amount (364 day): US$ 39,062,500.00 Tranche B Percentage Share: 6.250% CANADIAN AGREEMENT Name of Affiliate that is Lender under Canadian Agreement: Credit Suisse First Boston Canada (CANADIAN RESIDENT LENDER) Applicable Lending Office for Canadian Advances: 1 First Canadian Place, Suite 3000 P.O. Box 301 Toronto, Ontario M5X 1C9 Address for Notices: 1 First Canadian Place, Suite 3000 P.O. Box 301 Toronto, Ontario M5X 1C9 Attention: Bill McFarland CANADIAN FACILITY Canadian Note Amount: US$ 23,437,500.00 Canadian Percentage Share: 6.250% AGGREGATE COMMITMENT UNDER US AGREEMENT US$ 50,000,000.00 AND CANADIAN AGREEMENT
Annex II - Lender Schedule DEUTSCHE BANK AG US AGREEMENT Name of Affiliate that is Lender under US Agreement: Deutsche Bank AG New York Branch and/or Cayman Islands Branch Applicable Lending Office for US Loans: 31 West 52nd Street New York, New York 10019 Address for Notices: 31 West 52nd Street New York, New York 10019 Attention: Joel Makowsky US TRANCHE A Tranche A Note Amount (5 year): US$ 9,333,333.33 Tranche A Percentage Share: 4.66666% US TRANCHE B Tranche B Note Amount (364 day): US$ 39,062,500.00 Tranche B Percentage Share: 6.250% CANADIAN AGREEMENT Name of Affiliate that is Lender under Canadian Agreement: Deutsche Bank AG New York Branch and/or Cayman Islands Branch (NON-RESIDENT LENDER) Applicable Lending Office for Canadian Advances: 31 West 52nd Street New York, New York 10019 Address for Notices: 31 West 52nd Street New York, New York 10019 Attention: Joel Makowsky CANADIAN FACILITY Canadian Note Amount: US$ 23,437,500.00 Canadian Percentage Share: 6.250% AGGREGATE COMMITMENT UNDER US AGREEMENT US$ 50,000,000.00 AND CANADIAN AGREEMENT
Annex II - Lender Schedule FIRST UNION NATIONAL BANK US AGREEMENT Name of Affiliate that is Lender under US Agreement: First Union National Bank Applicable Lending Office for US Loans: 1001 Fannin Street Suite 2255 Houston, Texas 77002 Address for Notices: 1001 Fannin Street Suite 2255 Houston, Texas 77002 Attention: David Humphreys US TRANCHE A Tranche A Note Amount (5 year): US$ 19,333,333.33 Tranche A Percentage Share: 9.66666% US TRANCHE B Tranche B Note Amount (364 day): US$ 46,875,000.00 Tranche B Percentage Share: 7.50% CANADIAN AGREEMENT Name of Affiliate that is Lender under Canadian Agreement: First Union National Bank (NON-RESIDENT LENDER) Applicable Lending Office for Canadian Advances: 1001 Fannin Street Suite 2255 Houston, Texas 77002 Address for Notices: 1001 Fannin Street Suite 2255 Houston, Texas 77002 Attention: David Humphreys CANADIAN FACILITY Canadian Note Amount: US$ 28,125,000.00 Canadian Percentage Share: 7.50% AGGREGATE COMMITMENT UNDER US AGREEMENT US$ 60,000,000.00 AND CANADIAN AGREEMENT
Annex II - Lender Schedule ROYAL BANK OF CANADA US AGREEMENT Name of Affiliate that is Lender under US Agreement: Royal Bank of Canada Applicable Lending Office for US Loans: One Liberty Plaza, 3rd Floor New York, New York 10006-1404 Address for Notices: One Liberty Plaza, 3rd Floor New York, New York 10006 Attention: Manager, Loans Admin. cc: 2800 Post Oak Blvd., Suite 5700 Houston, Texas 77056 Attention: Lorne Gartner US TRANCHE A Tranche A Note Amount (5 year): US$ 16,000,000.00 Tranche A Percentage Share: 8.0% US TRANCHE B Tranche B Note Amount (364 day): US$ 46,875,000.00 Tranche B Percentage Share: 7.50% CANADIAN AGREEMENT Name of Affiliate that is Lender under Canadian Agreement: Royal Bank of Canada (CANADIAN RESIDENT LENDER) Applicable Lending Office for Canadian Advances: One Liberty Plaza, 3rd Floor New York, New York 10006-1404 Attention: Manager, Loans Admin. Address for Notices: One Liberty Plaza, 3rd Floor New York, New York 10006-1404 Attention: Manager, Loans Admin. cc: 2800 Post Oak Blvd., Suite 5700 Houston, Texas 77056 Attention: Lorne Gartner CANADIAN FACILITY Canadian Note Amount: US$ 28,125,000.00 Canadian Percentage Share: 7.50% AGGREGATE COMMITMENT UNDER US AGREEMENT US$ 60,000,000.00 AND CANADIAN AGREEMENT
Annex II - Lender Schedule SUNTRUST BANK, ATLANTA US AGREEMENT Name of Affiliate that is Lender under US Agreement: SunTrust Bank, Atlanta Applicable Lending Office for US Loans: 303 Peachtree Street, N.E. Third Floor, M/C-1929 Atlanta, Georgia 30308 Address for Notices: 303 Peachtree Street, N.E. Third Floor, M/C-1929 Atlanta, Georgia 30308 Attention: David Edge US TRANCHE A Tranche A Note Amount (5 year): US$ 6,666,666.67 Tranche A Percentage Share: 3.33333% US TRANCHE B Tranche B Note Amount (364 day): US$ 11,718,750.00 Tranche B Percentage Share: 1.875% CANADIAN AGREEMENT Name of Affiliate that is Lender under Canadian Agreement: SunTrust Bank, Atlanta (NON-RESIDENT LENDER) Applicable Lending Office for Canadian Advances: 303 Peachtree Street, N.E. Third Floor, M/C-1929 Atlanta, Georgia 30308 Address for Notices: 303 Peachtree Street, N.E. Third Floor, M/C-1929 Atlanta, Georgia 30308 Attention: David Edge CANADIAN FACILITY Canadian Note Amount: US$ 7,031,250.00 Canadian Percentage Share: 1.875% AGGREGATE COMMITMENT UNDER US AGREEMENT US$ 15,000,000.00 AND CANADIAN AGREEMENT
Annex II - Lender Schedule THE BANK OF NEW YORK US AGREEMENT Name of Affiliate that is Lender under US Agreement: The Bank of New York Applicable Lending Office for US Loans: One Wall Street New York, New York 10286 Address for Notices: One Wall Street New York, New York 10286 Attention: Raymond Palmer US TRANCHE A Tranche A Note Amount (5 year): US$ 12,000,000.00 Tranche A Percentage Share: 6.0% US TRANCHE B Tranche B Note Amount (364 day): US$ 35,156,250.00 Tranche B Percentage Share: 5.625% CANADIAN AGREEMENT Name of Affiliate that is Lender under Canadian Agreement: The Bank of New York (NON-RESIDENT LENDER) Applicable Lending Office for Canadian Advances: One Wall Street New York, New York 10286 Address for Notices: One Wall Street New York, New York 10286 Attention: Raymond Palmer CANADIAN FACILITY Canadian Note Amount: US$ 21,093,750.00 Canadian Percentage Share: 5.625% AGGREGATE COMMITMENT UNDER US AGREEMENT US$ 45,000,000.00 AND CANADIAN AGREEMENT
Annex II - Lender Schedule THE BANK OF TOKYO - MITSUBISHI US AGREEMENT Name of Affiliate that is Lender under US Agreement: The Bank of Tokyo - Mitsubishi Ltd. Houston Agency Applicable Lending Office for US Loans: 1100 Louisiana Street Suite 2800 Houston, Texas 77002-5216 Address for Notices: 1100 Louisiana Street, Suite 2800 Houston, Texas 77002-5216 Attention: John M. McIntyre US TRANCHE A Not a Tranche A Lender US TRANCHE B Tranche B Note Amount (364 day): US$ 31,250,000.00 Tranche B Percentage Share: 5.000% CANADIAN AGREEMENT Name of Affiliate that is Lender under Canadian Agreement: Bank of Tokyo - Mitsubishi (Canada) (CANADIAN RESIDENT LENDER) Applicable Lending Office for Canadian Advances: Suite 950 Park Place 666 Burrard Street Vancouver, British Columbia V6C 3L1 Address for Notices: Suite 950 Park Place 666 Burrard Street Vancouver, British Columbia V6C 3L1 Attention: Davis Stewart CANADIAN FACILITY Canadian Note Amount: US$ 18,750,000.00 Canadian Percentage Share: 5.000% AGGREGATE COMMITMENT UNDER US AGREEMENT US$ 40,000,000.00 AND CANADIAN AGREEMENT
Annex II - Lender Schedule THE CHASE MANHATTAN BANK US AGREEMENT Name of Affiliate that is Lender under US Agreement: The Chase Manhattan Bank Applicable Lending Office for US Loans: 600 Travis Street, 20th Floor Houston, Texas 77002-8086 Address for Notices: 600 Travis Street, 20th Floor Houston, Texas 77002-8086 Attention: Russell Johnson US TRANCHE A (The Chase Manhattan Bank) Tranche A Note Amount (5 year): US$ 19,333,333.33 Tranche A Percentage Share: 9.66666% US TRANCHE A (JP Morgan) Tranche A Note Amount (5 year): US$ 12,000,000.00 Tranche A Percentage Share: 6.0% US TRANCHE B (Combined Chase Manhattan Bank and JP Morgan) Tranche B Note Amount (364 day): US$ 46,875,000.00 Tranche B Percentage Share: 7.500% CANADIAN AGREEMENT Name of Affiliate that is Lender under Canadian Agreement: The Chase Manhattan Bank, Toronto Branch (NON-RESIDENT LENDER) Applicable Lending Office for Canadian Advances: Royal Bank Plaza, South Tower 200 Bay Street, Suite 1800 Toronto, Ontario M5J 2J2 Address for Notices: Royal Bank Plaza, South Tower 200 Bay Street, Suite 1800 Toronto, Ontario M5J 2J2 Attention: Drew McDonald CANADIAN FACILITY Canadian Note Amount: US$ 28,125,000.00 Canadian Percentage Share: 7.500% AGGREGATE COMMITMENT UNDER US AGREEMENT US$ 60,000,000.00 AND CANADIAN AGREEMENT
Annex II - Lender Schedule THE FUJI BANK, LIMITED (MIZUHO) US AGREEMENT Name of Affiliate that is Lender under US Agreement: The Fuji Bank, Limited Applicable Lending Office for US Loans: Two World Trade Center 79th Floor New York, New York 10048 Address for Notices: 1221 McKinney Street Suite 4100 Houston, Texas 77010 Attention: Joseph Kankam US TRANCHE A Not a Tranche A Lender US TRANCHE B Tranche B Note Amount (364 day): US$ 35,156,250.00 Tranche B Percentage Share: 5.625% CANADIAN AGREEMENT Name of Affiliate that is Lender under Canadian Agreement: The Fuji Bank, Limited (NON-RESIDENT LENDER) Applicable Lending Office for Canadian Advances: Two World Trade Center 79th Floor New York, New York 10048 Address for Notices: 1221 McKinney Street Suite 4100 Houston, Texas 77010 Attention: Joseph Kankam CANADIAN FACILITY Canadian Note Amount: US$ 21,093,750.00 Canadian Percentage Share: 5.625% AGGREGATE COMMITMENT UNDER US AGREEMENT US$ 45,000,000.00 AND CANADIAN AGREEMENT
Annex II - Lender Schedule TORONTO-DOMINION BANK [TRANCHE A ONLY] US AGREEMENT Name of Affiliate that is Lender under US Agreement: Toronto-Dominion (Texas), Inc. Applicable Lending Office for US Loans: 909 Fannin Street Suite 1700 Houston, Texas 77010 Address for Notices: 909 Fannin Street Suite 1700 Houston, Texas 77010 Attention: Mark Green US TRANCHE A Tranche A Note Amount (5 year) US$ 6,666,666.67 Tranche A Percentage Share: 3.33333% US TRANCHE B Not a Tranche B Lender CANADIAN AGREEMENT Not a Canadian Lender
Annex II - Lender Schedule UBS AG US AGREEMENT Name of Affiliate that is Lender under US Agreement: UBS AG, Stamford Branch Applicable Lending Office for US Loans: 677 Washington Boulevard Stamford, Connecticut 06901 Address for Notices: 677 Washington Boulevard Stamford, Connecticut 06901 Attention: Denise Denicola US TRANCHE A Not a Tranche A Lender US TRANCHE B Tranche B Note Amount (364 day): US$ 19,531,250.00 Tranche B Percentage Share: 3.125% CANADIAN AGREEMENT Name of Affiliate that is Lender under Canadian Agreement: UBS AG, Stamford Branch (NON-RESIDENT LENDER) Applicable Lending Office for Canadian Advances: 677 Washington Boulevard Stamford, Connecticut 06901 Address for Notices: 677 Washington Boulevard Stamford, Connecticut 06901 Attention: Denise Denicola CANADIAN FACILITY Canadian Note Amount: US$ 11,718,750.00 Canadian Percentage Share: 3.125% AGGREGATE COMMITMENT UNDER US AGREEMENT US$ 25,000,000.00 AND CANADIAN AGREEMENT
Annex II - Lender Schedule UMB BANK US AGREEMENT Name of Affiliate that is Lender under US Agreement: UMB Bank Applicable Lending Office for US Loans: 204 N. Robinson Oklahoma City, Oklahoma 73102 Address for Notices: 204 N. Robinson Oklahoma City, Oklahoma 73102 Attention: Richard Lehrter US TRANCHE A Tranche A Note Amount (5 year): US$ 4,000,000.00 Tranche A Percentage Share: 2.0% US TRANCHE B Tranche B Note Amount (364 day): US$ 11,718,750.00 Tranche B Percentage Share: 1.875% CANADIAN AGREEMENT Name of Affiliate that is Lender under Canadian Agreement: UMB Bank (NON-RESIDENT LENDER) Applicable Lending Office for Canadian Advances: 204 N. Robinson Oklahoma City, Oklahoma 73102 Address for Notices: 204 N. Robinson Oklahoma City, Oklahoma 73102 Attention: Richard Lehrter CANADIAN FACILITY Canadian Note Amount: US$ 7,031,250.00 Canadian Percentage Share: 1.875% AGGREGATE COMMITMENT UNDER US AGREEMENT US$ 15,000,000.00 AND CANADIAN AGREEMENT
Annex II - Lender Schedule WESTDEUTSCHE LANDESBANK GIROZENTRALE [TRANCHE A ONLY] US AGREEMENT Name of Affiliate that is Lender under US Agreement: Westdeutsche Landesbank Girozentrale Applicable Lending Office for US Loans: 1211 Avenue of the Americas New York, New York 10036 Address for Notices: 1211 Avenue of the Americas New York, New York 10036 Attention: Jeff Davidson US TRANCHE A Tranche A Note Amount (5 year): US$ 12,000,000.00 Tranche A Percentage Share: 6.0% US TRANCHE B Not a Tranche B Lender CANADIAN AGREEMENT Not a Canadian lender.
COMPLIANCE CERTIFICATE DEVON ENERGY CORPORATION Reference is made to that certain Fourth Amendment to US Credit Agreement dated as of August 13, 2001 (the "Fourth Amendment"), among Devon Energy Corporation ("US Borrower") and Bank of America, N.A., individually and as administrative agent ("US Agent"), and certain financial institutions ("Lenders"). Terms which are defined in the Fourth Amendment and which are used but not defined herein shall have the meanings given them in the Fourth Amendment. The undersigned, Dale Wilson, does hereby certify that he has made a thorough inquiry into all matters certified herein and, based upon such inquiry, experience, and the advice of counsel, does hereby further certify that: 1. He is the duly elected, qualified, and acting Treasurer of US Borrower. 2. All representations and warranties made by any Restricted Person in any Loan Document delivered on or before the date hereof are true on and as of the date hereof (except to the extent that the facts upon which such representations are based have been changed by the transactions contemplated in the Fourth Amendment) as if such representations and warranties had been made as of the date hereof. 3. No Default exists on the date hereof. 4. Each Restricted Person has performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date hereof. IN WITNESS WHEREOF, this instrument is executed by the undersigned as of August 13, 2001. /s/ Dale T. Wilson ------------------------------ Dale Wilson, Treasurer ASSIGNMENT AND ACCEPTANCE (US Credit Agreement) Reference is made to the US Credit Agreement dated as of August 29, 2000 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among Devon Energy Corporation, a Delaware corporation (the "US Borrower"), the US Lenders (as defined in the Credit Agreement) and Bank of America, N.A., individually and as administrative agent for the Lenders (the "US Agent"). Terms defined in the Credit Agreement are used herein with the same meaning. Each of the "Assignors" and the "Assignees" referred to on Schedule 1 agree as follows: 1. Each Assignor hereby sells and assigns to the Assignees the portion of its Tranche B Maximum Credit Amount specified opposite its name on Schedule 1 hereto and the related Tranche B Rights and Obligations (as hereinafter defined), without recourse and without representation or warranty except as expressly set forth herein, and each Assignee hereby purchases and assumes from the Assignors the portion of the Tranche B Maximum Credit Amount specified opposite its name on Schedule 1 hereto and the related Tranche B Rights and Obligations. After giving effect to such sale and assignment, each Assignor's Tranche B Maximum Credit Amount and the amount of Tranche B Loans owing to each Assignor will be as set forth on Schedule 1 and each Assignee's Tranche B Maximum Credit Amount and the amount of Tranche B Loans owing to each Assignee will be as set forth on Schedule 1. As used herein, "Tranche B Rights and Obligations" means all outstanding rights and obligations under the Credit Agreement and the other US Loan Documents relating to the Tranche B Loans and the Tranche B Maximum Credit Amount. This Assignment and Acceptance is subject to Section 1.9 of the Credit Agreement. On the Effective Date under such Section 1.9, the amount allocated to the Tranche B Maximum Credit Amount is $525,000,000 and the amount allocated to the Canadian Maximum Credit Amount is $275,000,000. 2. Each Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the US Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the US Loan Documents or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Restricted Person or the performance or observance by any Restricted Person of any of its obligations under the US Loan Documents or any other instrument or document furnished pursuant thereto; and (iv) is delivering to US Agent its Tranche B Note and requests that US Agent exchange such Tranche B Note for a new Tranche B Note payable to the order of such Assignor in an amount equal to the Tranche B Maximum Credit Amount retained by such Assignor as specified on Schedule 1 and a new Tranche B Note payable to the order of the relevant Assignee in an amount equal to the Tranche B Maximum Credit Amount of such Assignee specified in Schedule 1. 3. Each Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 6.2 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon US Agent, the Assignors or any other 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 Credit Agreement; (iii) confirms that it is an Eligible Transferee; (iv) appoints and authorizes US Agent to take such action as US Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to US Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender; and (vi) attaches any U.S. Internal Revenue Service or other forms required under Section 3.9. 4. Following the execution of this Assignment and Acceptance, it will be delivered to US Agent for acceptance and recording by US Agent. The effective date for this Assignment and Acceptance (the "Effective Date") shall be August 9, 2001. 5. Upon such acceptance and recording by US Agent, as of the Effective Date, (i) the Assignees shall be parties to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of Tranche B Lenders thereunder and (ii) the Assignors shall, to the extent provided in this Assignment and Acceptance, relinquish their rights and be released from their obligations under the Credit Agreement. 6. Upon such acceptance and recording by US Agent, from and after the Effective Date, US Agent shall make all payments under the Credit Agreement and the Tranche B Notes in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fees with respect thereto) to the appropriate Assignees. The Assignors and Assignees shall make all appropriate adjustments in payments under the Credit Agreement and the Tranche B Notes for periods prior to the Effective Date directly between themselves. 7. This Assignment and Acceptance shall be governed by, and construed in accordance with, the Laws of the State of Texas. 8. This Assignment and Acceptance may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Assignment and Acceptance by telecopier shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. Assignment and Acceptance (US Credit Agreement) IN WITNESS WHEREOF, the Assignors and the Assignees have caused this Assignment and Acceptance to be executed by their officers thereunto duly authorized as of August 9, 2001. ASSIGNORS: BANK OF AMERICA, N.A., as Assignor By: /s/ Angela McCracken ------------------------------------- Name: Angela McCracken Title: Vice President ABN AMRO BANK, N.V., as Assignor By: /s/ Frank R. Russo, Jr. ------------------------------------- Name: Frank R. Russo, Jr. Title: Group Vice President By: /s/ Jeffrey G. White ------------------------------------- Name: Jeffrey G. White Title: Vice President BANK ONE, NA, as Assignor By: /s/ Ronald L. Dierker ------------------------------------- Name: Ronald L. Dierker Title: Director, Capital Markets CITIBANK, N.A., as Assignor By: /s/ Todd J. Mogil ------------------------------------- Name: Todd J. Mogil Title: Attorney-in-fact FIRST UNION NATIONAL BANK, as Assignor By: /s/ David E. Humphreys ------------------------------------- Name: David E. Humphreys Title: Vice President Assignment and Acceptance (US Credit Agreement) MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Assignor By: /s/ Russell A. Johnson ------------------------------------- Name: Russell A. Johnson Title: Vice President SUNTRUST BANK, ATLANTA, as Assignor By: /s/ David J. Edge ------------------------------------- Name: David J. Edge Title: Director THE CHASE MANHATTAN BANK, as Assignor By: /s/ Russell A. Johnson ------------------------------------- Name: Russell A. Johnson Title: Vice President UMB BANK, as Assignor By: /s/ Derek K. Duncan ------------------------------------- Name: Derek K. Duncan Title: Vice President Assignment and Acceptance (US Credit Agreement) WESTDEUTSCHE LANDESBANK GIROZENTRALE, as Assignor By: /s/ S. Battinelli ---------------------------------------- Name: S. Battinelli Title: Managing Director By: /s/ Walter T. Duffy III ---------------------------------------- Name: Walter T. Duffy III Title: Associate Director ASSIGNEES: BANCFIRST, as Assignee By: /s/ Arthur B. Hobbs ---------------------------------------- Name: Arthur B. Hobbs Title: Vice President BAYERISCHE LANDESBANK GIROZENTRALE, CAYMAN ISLANDS BRANCH, as Assignee 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., as Assignee By: /s/ Nora Q. Catiis ---------------------------------------- Name: Nora Q. Catiis Title: Authorized Signatory CREDIT LYONNAIS NEW YORK BRANCH, as Assignee By: /s/ Philippe Soustra ---------------------------------------- Name: Philippe Soustra Title: Executive Vice President Assignment and Acceptance (US Credit Agreement) CREDIT SUISSE FIRST BOSTON, as Assignee By: /s/ Paul L. Colon ------------------------------------- Name: Paul L. Colon Title: Vice President By: /s/ David M. Koczan ------------------------------------- Name: David M. Koczan Title: Assistant Vice President DEUTSCHE BANK AG NEW YORK BRANCH AND/OR CAYMAN ISLANDS BRANCH, as Assignee By: /s/ Michael E. Keating ------------------------------------- Name: Michael E. Keating Title: Managing Director By: /s/ Joel Makowsky ------------------------------------- Name: Joel Makowsky Title: Vice President ROYAL BANK OF CANADA, as Assignee By: /s/ Lorne Gartner ------------------------------------- Name: Lorne Gartner Title: Vice President THE BANK OF TOKYO-MITSUBISHI, LTD, HOUSTON AGENCY, as Assignee By: /s/ K. Glasscock ------------------------------------- Name: K. Glasscock Title: Vice President & Manager THE BANK OF NEW YORK, as Assignee By: /s/ Raymond J. Palmer ------------------------------------- Name: Raymond J. Palmer Title: Vice President Assignment and Acceptance (US Credit Agreement) THE FUJI BANK, LIMITED, as Assignee By: /s/ Jacques Azagury -------------------------------------- Name: Jacques Azagury Title: Senior Vice President & Manager UBS AG, STAMFORD BRANCH, as Assignee By: /s/ Wilfred V. Saint -------------------------------------- Name: Wilfred V. Saint Title: Associate Director Banking Products Services, US By: /s/ Patricia O'Kicki -------------------------------------- Name: Patricia O'Kicki Title: Director Banking Products Services Assignment and Acceptance (US Credit Agreement) ACCEPTED AND APPROVED, as of the 9th day of August, 2001 BANK OF AMERICA, N.A. By: /s/ James R. Allred ------------------------------- Name: James R. Allred Title: Managing Director APPROVED as of the 9th day of August, 2001 DEVON ENERGY CORPORATION By: /s/ Dale T. Wilson ------------------------------- Name: Dale T. Wilson Title: Treasurer Assignment and Acceptance (US Credit Agreement) SCHEDULE 1 TO ASSIGNMENT AND ACCEPTANCE (US Credit Agreement) Page 1 of Schedule 1 to Assignment and Acceptance (US Credit Agreement)
MAXIMUM AMOUNT OF AGGREGATE TRANCHE B NEW TRANCHE B COMMITMENT UNDER MAXIMUM MAXIMUM AMOUNT OUTSTANDING U.S. CREDIT AMOUNT AFTER ASSIGNMENT TRANCHE B TRANCHE B AGREEMENT AND ASSIGNED AND TRANCHE B NOTE PERCENTAGE LOANS AFTER CANADIAN CREDIT (IN U.S. AMOUNT SHARE AFTER ASSIGNMENT AGREEMENT BANK NAME DOLLARS) (IN U.S. DOLLARS) ASSIGNMENT (IN U.S. DOLLARS) (IN U.S. DOLLARS) --------- --------- ------------------ ----------- ----------------- ----------------- ASSIGNORS: Bank of America, N.A. 8,593,750.03 46,875,000 7.500% 0 60,000,000.00 ABN AMRO Bank, N.V. 6,250,000.00 39,062,500 6.250% 0 50,000,000.00 Bank One, NA 8,593,750.03 46,875,000 7.500% 0 60,000,000.00 Citibank, N.A. 6,250,000.00 39,062,500 6.250% 0 50,000,000.00 First Union National Bank 8,593,750.03 46,875,000 7.500% 0 60,000,000.00 JP Morgan Chase 34,375,000.03 46,875,000 7.500% 0 60,000,000.00 SunTrust Bank 2,604,166.56 11,718,750 1.875% 0 15,000,000.00 UMB Bank 781,250.00 11,718,750 1.875% 0 15,000,000.00 Westdeutsche Landesbank 34,375,000.00 0 0 0 0
Page 2 of Schedule 1 to Assignment and Acceptance (US Credit Agreement)
MAXIMUM AMOUNT OF AGGREGATE TRANCHE B NEW TRANCHE B COMMITMENT UNDER MAXIMUM MAXIMUM AMOUNT OUTSTANDING U.S. CREDIT AMOUNT AFTER ASSIGNMENT TRANCHE B TRANCHE B AGREEMENT AND ASSIGNED AND TRANCHE B NOTE PERCENTAGE LOANS AFTER CANADIAN CREDIT (IN U.S. AMOUNT SHARE AFTER ASSIGNMENT AGREEMENT BANK NAME DOLLARS) (IN U.S. DOLLARS) ASSIGNMENT (IN U.S. DOLLARS) (IN U.S. DOLLARS) --------- --------- ------------------ ----------- ----------------- ----------------- ASSIGNEES: BancFirst 7,812,500.00 7,812,500 1.250% 0 10,000,000.00 Bayerische Landesbank 1,562,500.00 31,250,000 5.000% 0 40,000,000.00 CIBC, Inc. 1,562,500.00 19,531,250 3.125% 0 25,000,000.00 Credit Lyonnais 1,562,500.00 31,250,000 5.000% 0 40,000,000.00 Credit Suisse First Boston 39,062,500.00 39,062,500 6.250% 0 50,000,000.00 Deutsche Bank AG 7,291,666.66 39,062,500 6.250% 0 50,000,000.00 Royal Bank of Canada 12,500,000.00 46,875,000 7.500% 0 60,000,000.00 The Bank of New York 781,250.00 35,156,250 5.625% 0 45,000,000.00 The Bank of Tokyo - 13,281,250.00 31,250,000 5.000% 0 40,000,000.00 Mitsubishi The Fuji Bank, Limited 5,468,750.00 35,156,250 5.625% 0 45,000,000.00 (Mizuho) UBS AG 19,531,250.00 19,531,250 3.125% 0 25,000,000.00
Page 3 of Schedule 1 to Assignment and Acceptance (US Credit Agreement) ASSIGNMENT AND ACCEPTANCE Reference is made to the US Credit Agreement dated as of August 29, 2000 (the "Credit Agreement") among Devon Energy Corporation, a Delaware corporation (the "US Borrower"), the Lenders (as defined in the Credit Agreement) and Bank of America, N.A., individually and as administrative agent for the Lenders (the "US Agent"). Terms defined in the Credit Agreement are used herein with the same meaning. The "Assignor" and the "Assignee" referred to on Schedule 1 agree as follows: 1. The Assignor hereby sells and assigns to the Assignee, without recourse and without representation or warranty except as expressly set forth herein, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor's rights and obligations under the Credit Agreement and the other US Loan Documents as of the date hereof equal to the percentage interest specified on Schedule 1 of all outstanding rights and obligations under the Credit Agreement and the other US Loan Documents relating to the Tranche B Loans and the Tranche B Maximum Credit Amount. After giving effect to such sale and assignment, the Assignee's Tranche B Maximum Credit Amount and the amount of Tranche B Loans owing to Assignee will be as set forth on Schedule 1. 2. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the US Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the US Loan Documents or any other instrument or document furnished pursuant thereto and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Restricted Person or the performance or observance by any Restricted Person of any of its obligations under the US Loan Documents or any other instrument or document furnished pursuant thereto. 3. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 6.2 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon US Agent, the Assignor or any other 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 Credit Agreement; (iii) confirms that it is an Eligible Transferee; (iv) appoints and authorizes US Agent to take such action as US Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to US Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender; and (vi) attaches any U.S. Internal Revenue Service or other forms required under Section 3.9 4. Following the execution of this Assignment and Acceptance, it will be delivered to US Agent for acceptance and recording by US Agent. The effective date for this Assignment and Acceptance (the "Effective Date") shall be August 8, 2001. 5. Upon such acceptance and recording by US Agent, as of the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. 6. Upon such acceptance and recording by US Agent, from and after the Effective Date, US Agent shall make all payments under the Credit Agreement and the US Notes in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement and the US Notes for periods prior to the Effective Date directly between themselves. 7. This Assignment and Acceptance shall be governed by, and construed in accordance with, the Laws of the State of Texas. 8. This Assignment and Acceptance may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of Schedule 1 to this Assignment and Acceptance by telecopier shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1 to this Assignment and Acceptance to be executed by their officers thereunto duly authorized as of the date specified thereon. SCHEDULE 1 to ASSIGNMENT AND ACCEPTANCE Tranche B Percentage Share assigned: 100 % Assignee's Tranche B Maximum Credit Amount: US $ 25,781,250 Aggregate outstanding principal amount of Tranche B Loans assigned: US $ 0 MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Assignor By: /s/ Russell A. Johnson ------------------------------------- Name: Russell A. Johnson Title: Vice President THE CHASE MANHATTAN BANK, as Assignee By: /s/ Russell A. Johnson ------------------------------------- Name: Russell A. Johnson Title: Vice President Accepted as of the 8th day of August, 2001 BANK OF AMERICA, N.A. By: /s/ James R. Allred ------------------------------- Name: James R. Allred Title: Managing Director