FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.2

FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (herein called this “Amendment”) dated as of June 1, 2006, by and among Devon Energy Corporation, a Delaware corporation (the “US Borrower”), Northstar Energy Corporation, a Nova Scotia unlimited liability company, and Devon Canada Corporation, a Nova Scotia unlimited liability company (the “Canadian Borrowers” and, together with the US Borrower, the “Borrowers”), Bank of America, N.A., individually and as administrative agent (the “Administrative Agent”), and the Lenders party to this Amendment.

W I T N E S S E T H:

     WHEREAS, the Borrowers, Administrative Agent and Lenders entered into that certain Amended and Restated Credit Agreement effective as of April 7, 2006 (the “Original Agreement”), for the purpose and consideration therein expressed, whereby Lenders became obligated to make loans to Borrowers as therein provided; and

     WHEREAS, pursuant to Section 4.09 of the Original Agreement, the US Borrower has requested that the Aggregate Commitments under the Original Agreement be increased by $500,000,000 to $2,500,000,000; and

     WHEREAS, the US Borrower has further requested that the Original Agreement be amended to permit subsequent increases in the Aggregate Commitments in an amount not to exceed $500,000,000; and

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

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

ARTICLE I.

DEFINITIONS AND REFERENCES

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

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

     “Aggregate Commitments Increase” means the increase in the Aggregate Commitments from $US2,000,000,000 to $2,500,000,000 pursuant to Section 4.09 of the Original Agreement on the Effective Date.

     “Amendment” means this First Amendment to Credit Agreement.

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

ARTICLE II.

     § 2.1 Defined Terms. The following definitions set forth in Section 1.01 of the Original Agreement are hereby amended in their entirety to read as follows:

     “‘Aggregate US Commitments’ means the Aggregate Commitments minus the Aggregate Canadian Commitments.”

     “‘US Letter of Credit Sublimit’ means an amount equal to the Aggregate US Commitments. The US Letter of Credit Sublimit is part of, and not in addition to, the Aggregate US Commitments.”

     § 2.2. Increase in Commitments. Sections 4.09 (a) and (b) are hereby amended in their entirety to read as follows:

     “(a) The US Borrower shall have the right (in consultation with the Administrative Agent), without the consent of any of the Lenders, to cause from time to time an increase in the Aggregate Commitments by adding to this Agreement one or more additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel or by allowing one or more Lenders to increase their respective Commitments, provided, however, (i) no Default shall exist, (ii) no such increase shall result in the Aggregate Commitments exceeding US$3,000,000,000, (iii) no such increase shall be in an amount less than US$50,000,000, and (iv) no Lender’s Commitment shall be increased without such Lender’s consent.

     (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the US Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the US Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the US Borrower shall deliver to the Administrative Agent a certificate of the US Borrower, if the Aggregate US Commitments are being increased, and/or the

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Canadian Borrowers, if the Aggregate Canadian Commitments are being increased, and each Guarantor dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions (or governing board minutes) adopted by such Loan Party authorizing such increase, and (ii) in the case of each certificate from a Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VII and the other Loan Documents made by it are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and (B) no Default exists. The US Borrower shall prepay any US Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 5.05) to the extent necessary to keep the outstanding US Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the US Commitments under this Section. Each Canadian Borrower shall prepay any Canadian Committed Loans owing by it and outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 5.05) to the extent necessary to keep the outstanding Canadian Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Canadian Commitments under this Section.”

     § 2.3. Schedule 2.01. Schedule 2.01 attached hereto immediately prior to the signature pages (“Schedule 2.01”) is a part of this Amendment for all purposes. Section 2.01 to the Original Agreement is hereby deleted and Schedule 2.01 attached hereto is substituted therefore.

ARTICLE III.

INCREASES IN COMMITMENTS

     § 3.1. Increases in Commitments. Each Lender hereby increases its Commitment by the amount set forth opposite such Lender’s name on Schedule 2.01 under the heading “Commitment Increase” which results in (i) a US Commitment of such Lender equal to the amount set forth opposite such Lender’s name on Schedule 2.01 under the heading “US Commitment” and (ii) a total Commitment of such Lender and its Canadian Affiliate, if any, equal to the amount set forth opposite such Lender’s name on Schedule 2.01 under the heading “Total Commitment”.

ARTICLE IV.

CONDITIONS OF EFFECTIVENESS

     § 4.1. Documents to be Delivered.

     (a) This Amendment shall become effective as of the date set forth above (the “Effective Date”) when Administrative Agent shall have received all of the following, at Administrative Agent’s office which date shall be deemed the “Increase Effective Date”:

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     (i) This Amendment duly executed and delivered by the Borrowers, Administrative Agent, Required Lenders and each US Lender.

     (ii) The Consent and Agreement attached hereto duly executed and delivered by Devon Financing ULC.

     (iii) A Certificate of the US Borrower and Devon Financing ULC of even date herewith signed by a Responsible Officer of such Loan Party (i) certifying and attaching resolutions (or governing board minutes) adopted by such Loan Party authorizing the increase in Aggregate US Commitments evidenced by this Amendment and (ii) in the case of the US Borrower, certifying that before and after giving effect to this Amendment and the Aggregate Commitments Increase, (A) the representations and warranties contained in Article VII of the Original Agreement and the other Loan Documents made by it are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and (B) no Default exists.

     (b) The US Borrower shall have paid to Administrative Agent a fee for the Aggregate Commitments Increase equal to 2.0 basis points of the Aggregate Commitments Increase for the account of the US Lenders, to be allocated in accordance with their Pro Rata Shares.

     (c) All commitment, facility, agency, legal and other fees that are due on or before the date hereof and are required to be paid or reimbursed to any Lender pursuant to any Loan Documents or any commitment agreement heretofore entered into shall have been paid.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES

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

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

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

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     (c) The execution and delivery by each Borrower of this Amendment, the performance by such Borrower of its obligations hereunder and the consummation of the transactions contemplated hereby do not and will not (i) conflict with any provision of (A) any Law, (B) the Organizational Documents of such Borrower, or (C) any agreement, judgment, license, order or permit applicable to or binding upon such Borrower unless such conflict would not reasonably be expected to have a Material Adverse Effect, or (ii) result in the acceleration of any Indebtedness of Borrowers which would reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation of any Lien upon any assets or properties of such Borrower which would reasonably be expected to have a Material Adverse Effect, except as expressly contemplated or permitted in the Loan Documents. Except as expressly contemplated in the Loan Documents, no consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required in connection with the execution, delivery or performance by such Borrower of this Amendment or to consummate any transactions contemplated by this Amendment, unless failure to obtain such consent would not reasonably be expected to have a Material Adverse Effect.

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

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

     (f) No Default exists on the Effective Date.

ARTICLE VI.

MISCELLANEOUS

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

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

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by, and/or agreements and covenants of, such Borrower under this Amendment and under the Original Agreement.

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

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

     § 6.5. 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.

     § 6.5. Ratification of Canadian Guaranty of Devon Energy Corporation. Devon Energy Corporation, a Delaware corporation, hereby (i) ratifies and confirms the Canadian Guaranty effective as of April 7, 2006 made by it for the benefit of Administrative Agent and Canadian Lenders, (ii) agrees that all of its respective obligations and covenants thereunder shall remain unimpaired by the execution and delivery of this Amendment and the other documents and instruments executed in connection herewith, and (iii) agrees that such Canadian Guaranty shall remain in full force and effect.

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

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SCHEDULE 2.01

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

		DEVON ENERGY CORPORATION,
		as the US Borrower
		By:		/s/ Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx X. Xxxxxx
		Title:		Vice President — Corporate Finance and Treasurer
		NORTHSTAR ENERGY CORPORATION,
		as a Canadian Borrower
		By:		/s/ Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx X. Xxxxxx
		Title:		Vice President – Treasurer
		DEVON CANADA CORPORATION,
		as a Canadian Borrower
		By:		/s/ Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx X. Xxxxxx
		Title:		Vice President — Treasurer

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CONSENT AND AGREEMENT

     Devon Financing Corporation, U.L.C., a Nova Scotia unlimited company, hereby (i) consents to the provisions of this Amendment and the transactions contemplated herein, (ii) ratifies and confirms the Guaranty effective as of April 7, 2006 (the “DFC Guaranty”) made by it for the benefit of Administrative Agent and Lenders, (iii) agrees that all of its respective obligations and covenants thereunder shall remain unimpaired by the execution and delivery of this Amendment and the other documents and instruments executed in connection herewith, and (iv) agrees that the DFC Guaranty shall remain in full force and effect.

		DEVON FINANCING CORPORATION,
		U.L.C.
		By:		/s/ Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx X. Xxxxxx
		Title:		Vice President — Treasurer

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		BANK OF AMERICA, N.A., as Administrative
		Agent
		By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		Assistant Vice President
		BANK OF AMERICA, N.A., by its Canada
		branch, as Administrative Agent
		By:		/s/ Xxxxxx Sales xx Xxxxxxx
		Name:		Xxxxxx Sales xx Xxxxxxx
		Title:		Assistant Vice President
		BANK OF AMERICA, N.A., as a Lender, a US
		L/C Issuer, and a US Swing Line Lender
		By:		/s/ Xxxxxxx Menelik
		Name:		Xxxxxxx Menelik
		Title:		Vice President
		BANK OF AMERICA, N.A., by its Canada
		branch, as a Canadian Lender, a Canadian L/C
		Issuer, and a Canadian Swing Line Lender
		By:		/s/ Xxxxxx Sales xx Xxxxxxx
		Name:		Xxxxxx Sales xx Xxxxxxx
		Title:		Assistant Vice President
		JPMORGAN CHASE BANK, N.A., as a Lender
		and a US L/C Issuer
		By:		/s/ Xxxxxx Xxxxxxx
		Name:		Xxxxxx Xxxxxxx
		Title:		Vice President

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		JPMORGAN CHASE BANK, N.A., Toronto
		Branch, as a Canadian Lender
		By:		/s/ Xxxx XxXxxxxx
		Name:		Xxxx XxXxxxxx
		Title:		Vice President
		ABN AMRO BANK N.V., as a Lender
		By:		/s/ X. X. Xxxx
		Name:		X. X. Xxxx
		Title:		Managing Director
		By:		/s/ Xxxxxx Xxxx
		Name:		Xxxxxx Xxxx
		Title:		Vice President
		ABN AMRO BANK N.V., as a Canadian Lender
		By:		/s/ X. X. Xxxx
		Name:		X. X. Xxxx
		Title:		Managing Director
		By:		/s/ Xxxxxx Xxxx
		Name:		Xxxxxx Xxxx
		Title:		Vice President

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		XXXXXX XXXXXXX FINANCING, INC., as a
		Lender
		By:		/s/ Xxxx Xxx Xxxxx
		Name:		Xxxx Xxx Xxxxx
		Title:		Vice President
		BANK OF MONTREAL, as a Canadian Lender
		By:		/s/ Xxxx Xxx Xxxxx
		Name:		Xxxx Xxx Xxxxx
		Title:		Vice President
		BARCLAYS BANK PLC, as a Lender
		By:		/s/ Xxxxxx XxXxxxxx
		Name:		Xxxxxx XxXxxxxx
		Title:		Associate Director
		BAYERISCHE LANDESBANK, CAYMAN
		ISLANDS BRANCH, as a Lender
		By:		/s/ Xxxxxxx Xxxxxxxxxxx
		Name:		Xxxxxxx Xxxxxxxxxxx
		Title:		First Vice President
		By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Vice President

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		BNP PARIBAS, as a Lender
		By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Director
		By:		/s/ Xxxxxx Xxxx
		Name:		Xxxxxx Xxxx
		Title:		Vice President
		BNP PARIBAS (CANADA), as a Canadian
		Lender
		By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Director
		By:		/s/ Xxx Xxx
		Name:		Xxx Xxx
		Title:		Managing Director
		CITICORP USA, INC., as a Lender
		By:		/s/ Xxxx Xxxxx
		Name:		Xxxx Xxxxx
		Title:		Vice President

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		CITIBANK N.A., CANADIAN BRANCH, as a
		Canadian Lender
		By:		/s/ Niyousha Zarinpour
		Name:		Niyousha Zarinpour
		Title:		Authorised Signer
		CREDIT SUISSE, Cayman Islands Branch, as a
		Lender
		By:		/s/ Xxxx X. Xxxxx
		Name:		Xxxx X. Xxxxx
		Title:		Director
		By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Associate
		CREDIT SUISSE TORONTO BRANCH, as a
		Canadian Lender
		By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Director
		By:		/s/ Xxxxx Xxxxxxxx
		Name:		Xxxxx Xxxxxxxx
		Title:		Director

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		DEUTSCHE BANK AG NEW YORK
		BRANCH, as a Lender
		By:		/s/ Xxxxxx Xxxxxxxxxx
		Name:		Xxxxxx Xxxxxxxxxx
		Title:		Director
		By:		/s/ Xxxxxx Xxxxx
		Name:		Xxxxxx Xxxxx
		Title:		Vice President
		DEUTSCHE BANK AG CANADA BRANCH, as
		a Canadian Lender
		By:		/s/ Xxxxxx Xxxxxxxx
		Name:		Xxxxxx Xxxxxxxx
		Title:		Vice President
		By:		/s/ Xxx X’Xxxx
		Name:		Xxx X’Xxxx
		Title:		Director
		DnB NOR Bank ASA, as a Lender
		By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxxx
		Title:		Senior Vice President
		By:		/s/ Xxxxxx Xxxxxx
		Name:		Xxxxxx Xxxxxx
		Title:		Vice President

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		XXXXXXX XXXXX BANK USA, as a Lender
		By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Director
		XXXXXX XXXXXXX BANK, as a Lender
		By:		/s/ Xxxxxx Xxxxxx
		Name:		Xxxxxx Xxxxxx
		Title:		Vice President
		ROYAL BANK OF CANADA, as a Lender
		By:		/s/ Xxxxx X. Xxxxxxxx
		Name:		Xxxxx X. Xxxxxxxx
		Title:		Authorized Signatory
		ROYAL BANK OF CANADA, as a Canadian
		Lender
		By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Authorized Signatory
		SOCIETE GENERALE, as a Lender
		By:		/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		Vice President

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		SOCIETE GENERALE (CANADA BRANCH),
		as a Canadian Lender
		By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Managing Director
		By:		/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:		Vice President
		THE BANK OF NEW YORK, as a Lender
		By:		/s/ Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx X. Xxxxxx
		Title:		Vice President
		THE BANK OF TOKYO-MITSUBISHI UFJ,
		LTD., as a Lender
		By:		/s/ Kelten Xxxxxxxxx
		Name:		Kelten Xxxxxxxxx
		Title:		Vice President and Manager
		By:		/s/ Xxx Fort
		Name:		Xxx Fort
		Title:		Vice President

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		UBS LOAN FINANCE LLC, as a Lender
		By:		/s/ Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx X. Xxxxxx
		Title:		Director
		By:		/s/ Xxxx X. Xxxx
		Name:		Xxxx X. Xxxx
		Title:		Associate Director
		UBS AG CANADA BRANCH, as a Canadian Lender
		By:		//s/ Xxx Xxxx
		Name:		Xxx Xxxx
		Title:		Director
		By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Director
		UMB BANK, n.a., as a Lender
		By:		/s/ Xxxx Xxxx Xxxx
		Name:		Xxxx Xxxx Xxxx
		Title:		Vice President

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		WACHOVIA BANK, NATIONAL
		ASSOCIATION, as a Lender
		By:		/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:		Vice President
		XXXXX FARGO BANK, N.A., as a Lender
		By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Vice President
		XXXXXXXX STREET COMMITMENT
		CORPORATION, (Recourse only to assets of
		Xxxxxxx Street Commitment Corporation),
		as a Lender
		By:		/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		Assistant Vice President

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