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/ Xxxx X. Xxxxxx
-------------------------------------
Xxxx X. Xxxxxx
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/ Xxxxxx XxXxxxxxx
-------------------------------------
Name: Xxxxxx XxXxxxxxx
Title: Vice President
ABN AMRO BANK, N.V.
Lender
By: Xxxxx X. Xxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxx, Xx.
Title: Group Vice President
By: /s/ Xxxxxxx X.Xxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
BANCFIRST
Lender
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
BANK ONE, NA
Lender
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Director, Capital Markets
Fourth Amendment to US Credit Agreement
BAYERISCHE LANDESBANK
GIROZENTRALE, CAYMAN ISLANDS
BRANCH
Lender
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Senior Vice President
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
CIBC INC.
Lender
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Authorized Signatory
CITIBANK, N.A.
Lender
By: /s/ Xxxxx X.Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
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/ Xxxx X. Xxxxx
-------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Assistant Vice President
Fourth Amendment to US Credit Agreement
DEUTSCHE BANK AG NEW YORK
BRANCH AND/OR CAYMAN ISLANDS
BRANCH
Lender
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
By: /s/ Xxxx Xxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK
Lender
By: /s/ Xxxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
ROYAL BANK OF CANADA
Lender
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
SUNTRUST BANK, ATLANTA
Lender
By: /s/ Xxxxx X. Edge
-------------------------------------
Name: Xxxxx X. Edge
Title: Director
THE BANK OF NEW YORK
Lender
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Fourth Amendment to US Credit Agreement
THE BANK OF TOKYO - MITSUBISHI
LTD. HOUSTON AGENCY
Lender
By: /s/ X. Xxxxxxxxx
--------------------------------------
Name: X. Xxxxxxxxx
Title: Vice President & Manager
THE CHASE MANHATTAN BANK
Lender
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
THE FUJI BANK, LIMITED
Lender
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President & Manager
UBS AG, STAMFORD BRANCH
Lender
By: /s/ Xxxxx Xxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxx
Title: Associate Director
Banking Products Services, US
By: /s/ Xxxxxxxx X'Xxxxx
--------------------------------------
Name: Director
Title: Director
Banking Products Services
UMB BANK
Lender
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
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: 000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000
Address for Notices: Three Xxxxx Center
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attention: Xxxxx X. Xxxxxx
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: 000 Xxxxx Xxxxxx Xxxx,
Xxxxx 0000
Xxxxxxx, Xxxxxxx X0X0X0
Address for Notices: 000 Xxxxx Xxxxxx Xxxx,
Xxxxx 0000
Xxxxxxx, Xxxxxxx X0X0X0
Attention: Xxxxxx Sales xx Xxxxxxx
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: 000 Xxxxx
XxXxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Loan Administration
Address for Notices:
000 Xxxxx XxXxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Loan Administration
cc: Xxxxx Xxxxxxxx Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxx, Xx.
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
00 Xxxxxxxxxx Xx. Xxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Address for Notices: ABN AMRO Bank Canada
00 Xxxxxxxxxx Xx. Xxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxxxx Xxxxxxxx
cc: Xxxxx Xxxxxxxx Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxx, Xx.
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: 000 X. Xxxxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Address for Notices: 000 X. Xxxxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx
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: 000 X. Xxxxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Address for Notices: 000 X. Xxxxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx
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: 000 Xxxxx Xx Xxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Loan Administration
Address for Notices: 000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx Xxxxxxxx
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
Xxxxxxx, Xxxxxxxx 00000
Address for Notices: 0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxx Xxxxxxx
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: Xxxx Xxx, XX, Xxxxxx Branch
(CANADIAN RESIDENT LENDER)
Applicable Lending Office for Canadian Advances: 000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx X0X 0X0
Address for Notices: 0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxx Xxxxxxx
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: 000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Address for Notices: 000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxxxxxx
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
000 Xxx Xxxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Address for Notices: BCE Xxxxx - Xxxxx 0000
000 Xxx Xxxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxxx Xxxxxxxxx
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
0000 Xxxxx Xxxxx Xxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxx Xxxxxx
Address for Notices: 0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxx Xxxx
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: 00 Xxxxxx Xxxxxx Xxxx
0xx Xxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Address for Notices: 000 Xxxxxx Xxxxxx, X.X.
00xx Xxxxx, Xxxxxx'x Xxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxxxx Xxxxxxxxxxxx
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: 000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Borrowing Notices: Xxx Xxxx'x Xxx, 0xx Xxxxx
Xxx Xxxxxx Xxxxxxxx 00000
Attention: Xxxx X. Portrait
Address for Notices: 0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxxx
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: 000 Xxxxx Xxxxxx XX, Xxxxx 0000
Xxxxxxx, Xxxxxxx X0X 0X0
Address for Notices: 000 Xxxxx Xxxxxx XX, Xxxxx 0000
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxxx Xxxxx
cc: 0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxxx
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: 0000 Xxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Address for Notices: 0000 Xxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxx Xxxxxxxxxx
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: 0000 Xxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Address for Notices: 0000 Xxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxx Xxxxxxxxxx
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: Xxxxx Xxxxx
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: 0 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000
X.X. Xxx 000
Xxxxxxx, Xxxxxxx X0X 0X0
Address for Notices: 0 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000
X.X. Xxx 000
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxx XxXxxxxxx
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: 00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Address for Notices: 00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxxx
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: 00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Address for Notices: 00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxxx
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: 0000 Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Address for Notices: 0000 Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx Xxxxxxxxx
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: 0000 Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Address for Notices: 0000 Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx Xxxxxxxxx
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: Xxx Xxxxxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Address for Notices: Xxx Xxxxxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Manager, Loans Admin.
cc: 0000 Xxxx Xxx Xxxx., Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx Xxxxxxx
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: Xxx Xxxxxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Manager, Loans Admin.
Address for Notices: Xxx Xxxxxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Manager, Loans Admin.
cc: 0000 Xxxx Xxx Xxxx., Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx Xxxxxxx
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: 000 Xxxxxxxxx Xxxxxx, X.X.
Third Floor, M/C-1929
Xxxxxxx, Xxxxxxx 00000
Address for Notices: 000 Xxxxxxxxx Xxxxxx, X.X.
Third Floor, M/C-1929
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxx Xxxx
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: 000 Xxxxxxxxx Xxxxxx, X.X.
Third Floor, M/C-1929
Xxxxxxx, Xxxxxxx 00000
Address for Notices: 000 Xxxxxxxxx Xxxxxx, X.X.
Third Floor, M/C-1929
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxx Xxxx
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: Xxx Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Address for Notices: Xxx Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxx
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: Xxx Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Address for Notices: Xxx Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxx
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: 0000 Xxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
Address for Notices: 0000 Xxxxxxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attention: Xxxx X. XxXxxxxx
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 000 Xxxx Xxxxx
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Address for Notices: Xxxxx 000 Xxxx Xxxxx
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Attention: Xxxxx Xxxxxxx
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: 000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxx 00000-0000
Address for Notices: 000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxx 00000-0000
Attention: Xxxxxxx Xxxxxxx
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 (XX Xxxxxx)
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 XX Xxxxxx)
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
000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx X0X 0X0
Address for Notices: Royal Bank Plaza, South Tower
000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxx XxXxxxxx
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 Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Address for Notices: 0000 XxXxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx Xxxxxx
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 Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Address for Notices: 0000 XxXxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx Xxxxxx
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: 000 Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Address for Notices: 000 Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxx Xxxxx
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: 000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Address for Notices: 000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxxxx
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: 000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Address for Notices: 000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxxxx
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: 000 X. Xxxxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Address for Notices: 000 X. Xxxxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxx
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: 000 X. Xxxxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Address for Notices: 000 X. Xxxxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxx
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: 0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Address for Notices: 0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxxx
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, Xxxx Xxxxxx, 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/ Xxxx X. Xxxxxx
------------------------------
Xxxx Xxxxxx, 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/ Xxxxxx XxXxxxxxx
-------------------------------------
Name: Xxxxxx XxXxxxxxx
Title: Vice President
ABN AMRO BANK, N.V., as Assignor
By: /s/ Xxxxx X. Xxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxx, Xx.
Title: Group Vice President
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
BANK ONE, NA, as Assignor
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Director, Capital Markets
CITIBANK, N.A., as Assignor
By: /s/ Xxxx X. Xxxxx
-------------------------------------
Name: Xxxx X. Xxxxx
Title: Attorney-in-fact
FIRST UNION NATIONAL BANK,
as Assignor
By: /s/ Xxxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
Assignment and Acceptance (US Credit Agreement)
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK, as Assignor
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
SUNTRUST BANK, ATLANTA,
as Assignor
By: /s/ Xxxxx X. Edge
-------------------------------------
Name: Xxxxx X. Edge
Title: Director
THE CHASE MANHATTAN BANK,
as Assignor
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
UMB BANK, as Assignor
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
Assignment and Acceptance (US Credit Agreement)
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, as Assignor
By: /s/ X. Xxxxxxxxxx
----------------------------------------
Name: X. Xxxxxxxxxx
Title: Managing Director
By: /s/ Xxxxxx X. Xxxxx III
----------------------------------------
Name: Xxxxxx X. Xxxxx III
Title: Associate Director
ASSIGNEES: BANCFIRST, as Assignee
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
BAYERISCHE LANDESBANK
GIROZENTRALE, CAYMAN ISLANDS
BRANCH, as Assignee
By: /s/ Xxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Senior Vice President
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
CIBC INC., as Assignee
By: /s/ Xxxx X. Xxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxx
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/ Xxxx X. Xxxxx
-------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Assistant Vice President
DEUTSCHE BANK AG NEW YORK
BRANCH AND/OR CAYMAN ISLANDS
BRANCH, as Assignee
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
By: /s/ Xxxx Xxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
ROYAL BANK OF CANADA, as Assignee
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
THE BANK OF TOKYO-MITSUBISHI,
LTD, HOUSTON AGENCY, as Assignee
By: /s/ X. Xxxxxxxxx
-------------------------------------
Name: X. Xxxxxxxxx
Title: Vice President & Manager
THE BANK OF NEW YORK, as Assignee
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Assignment and Acceptance (US Credit Agreement)
THE FUJI BANK, LIMITED, as Assignee
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President & Manager
UBS AG, STAMFORD BRANCH,
as Assignee
By: /s/ Xxxxxxx X. Saint
--------------------------------------
Name: Xxxxxxx X. Saint
Title: Associate Director
Banking Products Services, US
By: /s/ Xxxxxxxx X'Xxxxx
--------------------------------------
Name: Xxxxxxxx X'Xxxxx
Title: Director
Banking Products Services
Assignment and Acceptance (US Credit Agreement)
ACCEPTED AND APPROVED,
as of the 9th day of August, 0000
XXXX XX XXXXXXX, N.A.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Director
APPROVED as of the 9th day of
August, 2001
DEVON ENERGY CORPORATION
By: /s/ Xxxx X. Xxxxxx
-------------------------------
Name: Xxxx X. Xxxxxx
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
XXXXXX XX XXXXXXXXX
XXXXXXX X XXX XXXXXXX X 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
XX Xxxxxx Xxxxx 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
XXXXXX XX XXXXXXXXX
XXXXXXX X XXX XXXXXXX X 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
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK, as Assignor
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK, as Assignee
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Accepted
as of the 8th day of August, 0000
XXXX XX XXXXXXX, N.A.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Director
