THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.7

[EXECUTION]

THIRD AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT

     THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (herein called this “Amendment”) dated as of December 19, 2007, 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.

WITNESSETH:

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

     WHEREAS, the Borrowers, the Administrative Agent and the 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 the Lenders to the 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.

     “Amendment” means this Third Amendment to the Original Agreement.

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

ARTICLE II.

     § 2.1 Defined Terms. Subsection (x) of the definition of “Permitted Liens” and the portion of such definition following subsection (x) set forth in Section 1.01 of the Original Agreement are hereby deleted and the following is hereby added to the definition of “Permitted Liens” immediately after subsection (w) thereof to read as follows:

     “(x) Liens securing obligations permitted by Section 9.01(o) on assets of the Restricted Subsidiaries which have incurred such obligations; and

     (y) in addition to Liens permitted by clauses (a) through (x) above, Liens on property or assets if the aggregate liabilities secured thereby do not exceed two percent (2%) of Consolidated Assets;

provided that nothing in this definition shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that the Indebtedness subject to or secured by any such Permitted Lien ranks (apart from the effect of any Lien included in or inherent in any such Permitted Liens) in priority to the Obligations.”

     § 2.2 Indebtedness. Subsection (o) of Section 9.01 of the Original Agreement is hereby deleted and the following new subsections (o) and (p) are hereby added immediately after subsection (n) thereof to read as follows:

     “(o) Indebtedness of the Restricted Subsidiaries owed to a Guarantor arising under securities purchase or repurchase agreements between such Persons, which relate to securities evidencing equity interests in the Subsidiaries; and

     (p) miscellaneous items of Indebtedness of all Restricted Subsidiaries not otherwise permitted in subsections (a) through (o) which do not exceed at any one time an aggregate outstanding amount equal to the greater of US $800,000,000 and five percent (5%) of Consolidated Net Worth determined as of the end of the most recent Fiscal Quarter.”

ARTICLE III. CONDITIONS OF EFFECTIVENESS

     §3.1. Documents to be Delivered.

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

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

     (ii) The Consent and Agreement attached hereto duly executed and delivered by Devon Financing, U.L.C.

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     (iii) A Certificate of the US Borrower of even date herewith signed by a Responsible Officer of the US Borrower (i) certifying that Borrowers have taken all action necessary to authorize the execution and delivery of this Amendment and (ii) certifying that before and after giving effect to this Amendment, (A) the representations and warranties contained in Article IV of this Amendment, in Article VII of the Original Agreement and in 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 were true and correct in all material respects as of such earlier date, and (B) no Default exists.

     (b) All commitment, facility, agency, and to the extent invoiced prior to the Effective Date, 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 IV.

REPRESENTATIONS AND WARRANTIES

     § 4.1. Representations and Warranties of the 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, in which case they were true and correct in all material respects as of such 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.

     (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 Organization 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 such Borrower 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

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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 Default exists on the Effective Date.

ARTICLE V.

MISCELLANEOUS

     § 5.1. 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 the 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.

     § 5.2. Survival of Agreements. All representations, warranties, covenants and agreements of the 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 by, and/or agreements and covenants of, such Loan Party under this Amendment and under the Original Agreement.

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

     § 5.4. 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.

     § 5.5. Counterparts; Fax. This Amendment may be separately executed in counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Amendment. This Amendment may be validly executed by facsimile or other electronic transmission.

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     § 5.5. 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 the Administrative Agent and the 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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     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

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 “Guaranty”) made by it for the benefit of the Administrative Agent and the 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 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 and Treasurer

		BANK OF AMERICA, N.A., as Administrative Agent
		By:		/s/ Xxxxxx Xxxxxxxx
		Name:		Xxxxxx Xxxxxxxx
		Title:		Agency Management Office, AVP.
		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 US L/C Issuer, and a US Swing Line Lender
		By:		/s/ Xxxx Xxxxx
		Name:		Xxxx Xxxxx
		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 US L/C Issuer
		By:		/s/ Xxxxxx Xxxxxxx
		Name:		Xxxxxx Xxxxxxx
		Title:		Executive Director
		JPMORGAN CHASE BANK, N.A., Toronto Branch, as a Canadian Lender
		By:		/s/ Xxxx XxXxxxxx
		Name:		Xxxx XxXxxxxx
		Title:		Executive Director
		ABN AMRO BANK N.V., as a Lender
		By:		/s/ Xxxx X. Xxxx
		Name:		Xxxx X. Xxxx
		Title:		Director
		By:		/s/ Xxxx X. Xxxxxx
		Name:		Xxxx X. Xxxxxx
		Title:		Vice President
		ABN AMRO BANK N.V., as a Canadian Lender
		By:		/s/ Xxxxxx Xxxxxxx
		Name:		Xxxxxx Xxxxxxx
		Title:		Vice President
		By:		/s/ Xxxxxx Xxxxxxx
		Name:		Xxxxxx Xxxxxxx
		Title:		Assistant Vice President

		BMO CAPITAL MARKETS FINANCING, INC. (formerly 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
		BAYERISCHE LANDESBANK, CAYMAN ISLANDS BRANCH, as a Lender
		By:		/s/ Xxxxxxx xxx Xxxxxxx
		Name:		Xxxxxxx xxx Xxxxxxx
		Title:		Senior Vice President
		By:		/s/ Xxxx Xxxx
		Name:		Xxxx Xxxx
		Title:		Vice President
		Address:		000 Xxxxxxxxx Xxx.
				Xxx Xxxx, XX 00000
		Contact:		Xxxxx Xxxxxxxx
		BNP PARIBAS, as a Lender
		By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Director

		By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Vice President
		BNP PARIBAS (CANADA), as a Canadian Lender
		By:		/s/ Xxxxxx Xxx
		Name:		Xxxxxx Xxx
		Title:		Vice President
		By:		/s/ Xxxxxx XxXxxx
		Name:		Xxxxxx XxXxxx
		Title:		Assistant Vice President
		CREDIT SUISSE, Cayman Islands Branch, as a Lender
		By:		/s/ Xxxxx Xxxxxxxx
		Name:		Xxxxx Xxxxxxxx
		Title:		Director
		By:		/s/ Xxxxxxxx Xxxxxxx
		Name:		Xxxxxxxx Xxxxxxx
		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
		DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
		By:		/s/ Xxxxxx Xxxxx
		Name:		Xxxxxx Xxxxx
		Title:		Vice President
		By:		/s/ Xxxxx Xxxxxxxxx
		Name:		Xxxxx Xxxxxxxxx
		Title:		Vice President
		DEUTSCHE BANK AG CANADA BRANCH, as a Canadian Lender
		By:		/s/ Xxxxxx X. Xxxxxxx
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Vice President
		By:		/s/ Xxxxxxxxx Xxxxx
		Name:		Xxxxxxxxx Xxxxx
		Title:		Assistant Vice President
		THE BANK OF NOVA SCOTIA, as a Lender
		By:		/s/ Xxxxxx Xxxxxx
		Name:		Xxxxxx Xxxxxx
		Title:		Director

		XXXXXXX XXXXX BANK USA, as a Lender
		By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Director
		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 X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Authorized Signatory
		SOCIETE GENERALE, as a Lender
		By:		/s/ Xxxxxxxxx Xxxxx
		Name:		Xxxxxxxxx Xxxxx
		Title:		Vice President
		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

		UBS LOAN FINANCE LLC, as a Lender
		By:		/s/ Xxxx X. Xxxx
		Name:		Xxxx X. Xxxx
		Title:		Associate Director
		By:		/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Associate Director
		UBS AG CANADA BRANCH, as a Canadian Lender
		By:		/s/ Xxx Xxxx
		Name:		Xxx Xxxx
		Title:		Director
		By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Controller
		UMB BANK, N.A., as a Lender
		By:		/s/ Xxxx Xxxx
		Name:		Xxxx Xxxx
		Title:		Senior Vice President
		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/ Xxxxxxxxx Faith
		Name:		Xxxxxxxxx Faith
		Title:		Vice President