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 October 17, 2014 (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 (as modified by the Extension Agreement dated September 3, 2013 (the “First Extension Agreement”), as amended by the First Amendment to Credit Agreement dated as of February 3, 2014, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

B. This Agreement is being executed to evidence Borrower’s requested extension of the Maturity Date from October 24, 2018 to October 24, 2019 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.

(a) Subject to the satisfaction of the conditions precedent set forth in Paragraph 2 below, each Consenting Lender hereby consents to the Extension, and effective as of the Extension Effective Date, the Maturity Date applicable to each Consenting Lender is October 24, 2019.

(b) The parties hereto acknowledge and agree that a Lender may be a party to this Agreement as a Consenting Lender even if it was not a party to the First Extension Agreement, and the Maturity Date applicable to such Consenting Lender shall be October 24, 2019.

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 the following (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), (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, and (c) a fee in the amount separately agreed by the Borrowers, for the account of each Consenting Lender.

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 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]

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/ Xxxxxxx X. Xxxxxxxx
		Xxxxxxx X. Xxxxxxxx
		Senior Vice President, Corporate Finance and Treasurer
DEVON NEC CORPORATION, as a Canadian Borrower
By:		/s/ Xxxxxxx X. Xxxxxxxx
		Xxxxxxx X. Xxxxxxxx
		Treasurer
DEVON CANADA CORPORATION, as a Canadian Borrower
By:		/s/ Xxxxxxx X. Xxxxxxxx
		Xxxxxxx X. Xxxxxxxx
		Treasurer
DEVON FINANCING COMPANY, L.L.C., as a Guarantor
By:		/s/ Xxxxxxx X. Xxxxxxxx
		Xxxxxxx X. Xxxxxxxx
		Senior Vice President and Treasurer
BANK OF AMERICA, N.A., as Administrative Agent
By:		/s/ Xxxxxxx Xxxxxxx
		Xxxxxxx Xxxxxxx
		Vice President

Signature Page

to Extension Agreement

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/ Xxxxxx Xxxxx
		Name:		Xxxxxx Xxxxx
		Title:		Director
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
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

Signature Page

to Extension Agreement

ROYAL BANK OF CANADA, as a Lender, a U.S. L/C Issuer, a Canadian Lender, and a Canadian L/C Issuer
By:		/s/ Xxx Xxxxxx
		Name:		Xxx 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 Xxx
		Name:		Xxxxx Xxx
		Title:		Authorized Signatory
BARCLAYS BANK PLC, as a Lender, a U.S. L/C Issuer, a Canadian Lender and a Canadian L/C Issuer
By:		/s/ Xxxxxxxxxxx Xxx
		Name:		Xxxxxxxxxxx Xxx
		Title:		Assistant Vice President
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
By:		/s/ Xxxx Xxxxxxxxxx
		Name:		Xxxx Xxxxxxxxxx
		Title:		Vice President
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY, as a Lender
By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Authorized Signatory

By:		/s/ Xxxxxxx X. Xxxx
		Name:		Xxxxxxx X. Xxxx
		Title:		Authorized Signatory

Signature Page

to Extension Agreement

CANADIAN IMPERIAL BANK OF COMMERCE, as a Canadian Lender
By:		/s/ Xxxxxx Xxxxxxx
		Name:		Xxxxxx Xxxxxxx
		Title:		Executive Director
By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Managing Director
CITIBANK, N.A., as a Lender
By:		/s/ Xxxxxxx Xxxxxx
		Name:		Xxxxxxx Xxxxxx
		Title:		Vice President
CITIBANK, N.A., CANADIAN BRANCH, as a Canadian Lender
By:		/s/ Xxxxxxxx Xxxx
		Name:		Xxxxxxxx Xxxx
		Title:		Authorized Signatory
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Authorized Signatory
By:		/s/ Xxxxxxx Xxxxxx
		Name:		Xxxxxxx Xxxxxx
		Title:		Authorized Signatory

Signature Page

to Extension Agreement

EXPORT DEVELOPMENT CANADA, as a Lender
By:		/s/ Xxxxxx Xxxxxxxx
		Name:		Xxxxxx Xxxxxxxx
		Title:		Asset Manager
By:		/s/ Xxxxx X. Xxxxxxx
		Name:		Xxxxx X. Xxxxxxx
		Title:		Senior 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/ Xxxxxxx Xxxx
		Name:		Xxxxxxx 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
UBS AG, STAMFORD BRANCH, as a Lender and a Canadian Lender
By:		/s/ Xxxxxxx Xxxx
		Name:		Xxxxxxx Xxxx
		Title:		Associate Director
By:		/s/ Xxxxxxxx Xxxxxxxx
		Name:		Xxxxxxxx Xxxxxxxx
		Title:		Associate Director

Signature Page

to Extension Agreement

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:		Principal Officer
XXXXX FARGO BANK, N.A., as a Lender
By:		/s/ Xxxxxxxx Xxxxxxx
		Name:		Xxxxxxxx Xxxxxxx
		Title:		Assistant Vice President
BANK OF MONTREAL, as a Lender and a Canadian Lender
By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Vice President

Signature Page

to Extension Agreement