EXTENSION AGREEMENT (Extension of Maturity Date Pursuant to Section 4.08 of the Credit Agreement)

Exhibit 10.1

EXTENSION AGREEMENT

(Extension of Maturity Date Pursuant to Section 4.08 of the Credit Agreement)

This EXTENSION AGREEMENT (this “Agreement”) dated as of September 3, 2013 (the “Extension Effective Date”) is entered into by and among DEVON ENERGY CORPORATION, a Delaware corporation (the “U.S. Borrower”), DEVON NEC CORPORATION, a Nova Scotia unlimited company (“Devon NEC”), and DEVON CANADA CORPORATION, a Nova Scotia unlimited company (“Devon Canada,” and together with Devon NEC, the “Canadian Borrowers,” and, together with U.S. Borrower, the “Borrowers”), DEVON FINANCING COMPANY, L.L.C., a Delaware limited liability company (“Devon Financing”), the undersigned Lenders (as defined in the Credit Agreement) (the “Consenting Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Canadian Swing Line Lender and U.S. Swing Line Lender. As used herein, “Guarantors” shall mean the U.S. Borrower and Devon Financing. Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement (as hereinafter defined).

R E C I T A L S

A. Reference is made to the Credit Agreement dated as of October 24, 2012 among the Borrowers, the Administrative Agent and the Lenders (the “Credit Agreement”).

B. This Agreement is being executed to evidence Borrower’s requested extension of the Maturity Date from October 24, 2017 to October 24, 2018 pursuant to Section 4.08 of the Credit Agreement (the “Extension”).

C. Each of the Consenting Lenders is entering into this Agreement in order to evidence its consent to the Extension.

NOW, THEREFORE, the parties hereto agree as follows:

1. Consent to Extension. Subject to the satisfaction of the conditions precedent set forth in Paragraph 2 below, each Consenting Lender hereby consents to the Extension.

2. Conditions Precedent to Effectiveness. This Agreement and the Extension shall be effective as of the date hereof, provided that Administrative Agent shall have received (a) counterparts of this Agreement, executed by the Borrowers, the Guarantors and the Lenders holding more than 50% of the Aggregate Commitments (calculated in accordance with Section 4.08 of the Credit Agreement), and (b) a certificate of each Loan Party dated as of the date hereof containing the certifications required by Section 4.08(b) of the Credit Agreement.

3. Affirmation and Ratification of Loan Documents. Each Borrower and each Guarantor hereby (a) ratifies and affirms each Loan Document to which it is a party (as modified by the Extension), (b) agrees that all of its obligations and covenants under each Loan Document to which it is a party shall remain unimpaired by the execution and delivery of this Agreement and the other documents and instruments executed in connection herewith, and (c) agrees that each Loan Document to which it is a party (as modified by the Extension) shall remain in full force and effect.

4. Representations of Borrowers. Each Borrower represents and warrants for the benefit of the Consenting Lenders and the Administrative Agent as follows: (a) before and after giving effect to the Extension, the representations and warranties contained in Article 7 of the Credit Agreement and the other Loan Documents made by it are true and correct in all material respects on and as of the Extension

1

Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, (b) before and after giving effect to the Extension no Default exists or will exist, and (c) no event has occurred since the date of the most recent audited financial statements of the U.S. Borrower delivered pursuant to Section 8.02(a) of the Credit Agreement that has had, or could reasonably be expected to have, a Material Adverse Effect.

5. Miscellaneous. (a) Headings and captions may not be construed in interpreting provisions; (b) this Agreement shall be governed by, and construed in accordance with, the law of the State of New York; and (c) this Agreement may be executed in any number of counterparts, and by the different parties hereto on separate counterparts, with the same effect as if all signatories had signed the same document, and all of those counterparts must be construed together to constitute the same document. Delivery of an executed signature page by facsimile or other electronic transmission shall be effective as delivery of a manual executed counterpart.

6. ENTIRE AGREEMENT. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, TOGETHER WITH THIS AGREEMENT, 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 BETWEEN THE PARTIES.

[Signature Pages to Follow]

2

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

DEVON ENERGY CORPORATION, as the U.S. Borrower and a Guarantor
By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Vice President, Corporate Finance and Treasurer

DEVON NEC CORPORATION, as a Canadian Borrower
By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Treasurer

DEVON CANADA CORPORATION, as a Canadian Borrower
By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Treasurer

DEVON FINANCING COMPANY, L.L.C. , as a Guarantor
By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Vice President and Treasurer

Signature Page S-1

to Extension Agreement

BANK OF AMERICA, N.A., as Administrative Agent
By:		/s/ Xxxxxx X. Xxxxxxxxx
		Xxxxxx X. Xxxxxxxxx
		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:		Vice President

BANK OF AMERICA, N.A., as a Lender, a U.S. L/C Issuer, and a U.S. Swing Line Lender
By:		/s/ Xxxx Xxxxxxx
		Name:		Xxxx Xxxxxxx
		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:		Vice President

JPMORGAN CHASE BANK, N.A., as a Lender and a U.S.

L/C Issuer

By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Vice President

Signature Page S-2

to Extension Agreement

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as a Canadian Lender and a Canadian L/C Issuer
By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Vice President
ROYAL BANK OF CANADA, as a Lender, a U.S. L/C Issuer, a Canadian Lender, and a Canadian L/C Issuer
By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Authorized Signatory
THE ROYAL BANK OF SCOTLAND PLC, as a Lender, a U.S. L/C Issuer, a Canadian Lender and a Canadian L/C Issuer
By:		/s/ Xxxxx Xxxx
		Name:		Xxxxx Xxxx
		Title:		Authorised Signatory
BARCLAYS BANK PLC, as a Lender, a U.S. L/C Issuer, a Canadian Lender and a Canadian L/C Issuer
By:		/s/ Xxxxxxx Xxxxxxxxxx
		Name:		Xxxxxxx Xxxxxxxxxx
		Title:		Vice President
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
By:		/s/ Xxxx Xxxxxxxxxx
		Name:		Xxxx Xxxxxxxxxx
		Title:		Vice President

Signature Page S-3

to Extension Agreement

CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY, as a Lender
By:		/s/ Xxxxxxx Xxxx
		Name:		Xxxxxxx Xxxx
		Title:		Authorized Signatory
By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Authorized Signatory
CANADIAN IMPERIAL BANK OF COMMERCE, as a Canadian Lender
By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Executive Director
By:		/s/ Xxxxxx Xxxxxxx
		Name:		Xxxxxx Xxxxxxx
		Title:		Executive Director
CITIBANK, N.A., as a Lender
By:		/s/ Xxxxx XxXxxxxx
		Name:		Xxxxx XxXxxxxx
		Title:		Vice President
CITIBANK, N.A., CANADIAN BRANCH, as a Canadian Lender
By:		/s/ Xxxxxx Sha’sha’a
		Name:		Xxxxxx Sha’sha’a
		Title:		Authorised Signer

Signature Page S-4

to Extension Agreement

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
By:		/s/ Xxxxx Xxxxxxxx
		Name:		Xxxxx Xxxxxxxx
		Title:		Authorized Signatory
By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Authorized Signatory

DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
By:		/s/ Xxxx X. Xxx
		Name:		Xxxx X. Xxx
		Title:		Vice President
By:		/s/ Xxxxxxxx Xxxxxxx
		Name:		Xxxxxxxx Xxxxxxx
		Title:		Vice President

DEUTSCHE BANK AG CANADA BRANCH, as a Canadian Lender
By:		/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:		Vice President
By:		/s/ Xxxxx Xxxx
		Name:		Xxxxx Xxxx
		Title:		Chief Financial Officer

Signature Page S-5

to Extension Agreement

EXPORT DEVELOPMENT CANADA, as a Lender
By:		/s/ Xxxxx X. Xxxxxxx
		Name:		Xxxxx X. Xxxxxxx
		Title:		Senior Asset Manager
By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Sr. Asset Manager

XXXXXXX XXXXX BANK USA, as a Lender
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Authorized Signatory

XXXXXX XXXXXXX BANK, N.A., as a Lender and a Canadian Lender
By:		/s/ Xxxxx Xxxx
		Name:		Xxxxx Xxxx
		Title:		Authorized Signatory

THE BANK OF NOVA SCOTIA, as a Lender, a Canadian Lender, and a Canadian L/C Issuer
By:		/s/ Xxxx Xxxxxxx
		Name:		Xxxx Xxxxxxx
		Title:		Director

Signature Page S-6

to Extension Agreement

UBS LOAN FINANCE LLC, as a Lender and a Canadian Lender
By:		/s/ Xxxx Xxxxx
		Name:		Xxxx Xxxxx
		Title:		Director
By:		/s/ Xxxxxxx Xxxxxxxxx
		Name:		Xxxxxxx Xxxxxxxxx
		Title:		Associate Director

U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Vice President

U.S. BANK NATIONAL ASSOCIATION, CANADA BRANCH, as a Canadian Lender
By:		/s/ Xxxx Xxxxxxx
		Name:		Xxxx Xxxxxxx
		Title:		Vice President

XXXXX FARGO BANK, N.A., as a Lender
By:		/s/ Xxxxxxx Xxxxxxxx
		Name:		Xxxxxxx Xxxxxxxx
		Title:		Managing Director

BANK OF MONTREAL, as a Lender and a Canadian Lender
By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Vice President

Signature Page S-7

to Extension Agreement