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 Borrowers 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
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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]
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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/ David G. Harris | |||
Name: | David G. Harris | |||
Title: | Vice President, Corporate Finance and Treasurer |
DEVON NEC CORPORATION, as a Canadian Borrower | ||||
By: | /s/ David G. Harris | |||
Name: | David G. Harris | |||
Title: | Treasurer |
DEVON CANADA CORPORATION, as a Canadian Borrower | ||||
By: | /s/ David G. Harris | |||
Name: | David G. Harris | |||
Title: | Treasurer | |||
DEVON FINANCING COMPANY, L.L.C. , as a Guarantor | ||||
By: | /s/ David G. Harris | |||
Name: | David G. Harris | |||
Title: | Vice President and Treasurer | |||
Signature Page S-1
to Extension Agreement
BANK OF AMERICA, N.A., as Administrative Agent | ||
By: | /s/ Angelo M. Martorana | |
Angelo M. Martorana | ||
Assistant Vice President |
BANK OF AMERICA, N.A., by its Canada Branch, as Administrative Agent | ||||
By: | /s/ Medina Sales de Andrade | |||
Name: | Medina Sales de Andrade | |||
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/ Alia Qaddumi | |||
Name: | Alia Qaddumi | |||
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/ Medina Sales de Andrade | |||
Name: | Medina Sales de Andrade | |||
Title: | Vice President |
JPMORGAN CHASE BANK, N.A., as a Lender and a U.S. L/C Issuer |
By: | /s/ Debra Hrelja | |||
Name: | Debra Hrelja | |||
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/ Debra Hrelja | |||
Name: | Debra Hrelja | |||
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/ James R. Allred | |||
Name: | James R. Allred | |||
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/ David Slye | |||
Name: | David Slye | |||
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/ Vanessa Kurbatskiy | |||
Name: | Vanessa Kurbatskiy | |||
Title: | Vice President | |||
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender | ||||
By: | /s/ Mark Oberreuter | |||
Name: | Mark Oberreuter | |||
Title: | Vice President |
Signature Page S-3
to Extension Agreement
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY, as a Lender | ||||
By: | /s/ Richard Antl | |||
Name: | Richard Antl | |||
Title: | Authorized Signatory | |||
By: | /s/ Trudy Nelson | |||
Name: | Trudy Nelson | |||
Title: | Authorized Signatory | |||
CANADIAN IMPERIAL BANK OF COMMERCE, as a Canadian Lender | ||||
By: | /s/ Chris Perks | |||
Name: | Chris Perks | |||
Title: | Executive Director | |||
By: | /s/ Joelle Chatwin | |||
Name: | Joelle Chatwin | |||
Title: | Executive Director | |||
CITIBANK, N.A., as a Lender | ||||
By: | /s/ Mason McGurrin | |||
Name: | Mason McGurrin | |||
Title: | Vice President | |||
CITIBANK, N.A., CANADIAN BRANCH, as a Canadian Lender | ||||
By: | /s/ Jawdat Shashaa | |||
Name: | Jawdat Shashaa | |||
Title: | Authorised Signer |
Signature Page S-4
to Extension Agreement
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender | ||||
By: | /s/ Kevin Buddhdew | |||
Name: | Kevin Buddhdew | |||
Title: | Authorized Signatory | |||
By: | /s/ Michael Spaight | |||
Name: | Michael Spaight | |||
Title: | Authorized Signatory |
DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender | ||||
By: | /s/ Ming K. Chu | |||
Name: | Ming K. Chu | |||
Title: | Vice President | |||
By: | /s/ Virginia Cosenza | |||
Name: | Virginia Cosenza | |||
Title: | Vice President |
DEUTSCHE BANK AG CANADA BRANCH, as a Canadian Lender | ||||
By: | /s/ Paul Uffelmann | |||
Name: | Paul Uffelmann | |||
Title: | Vice President | |||
By: | /s/ David Gynn | |||
Name: | David Gynn | |||
Title: | Chief Financial Officer |
Signature Page S-5
to Extension Agreement
EXPORT DEVELOPMENT CANADA, as a Lender | ||||
By: | /s/ Talal M. Kairouz | |||
Name: | Talal M. Kairouz | |||
Title: | Senior Asset Manager | |||
By: | /s/ Shaun Enright | |||
Name: | Shaun Enright | |||
Title: | Sr. Asset Manager |
GOLDMAN SACHS BANK USA, as a Lender | ||||
By: | /s/ Rebecca Kratz | |||
Name: | Rebecca Kratz | |||
Title: | Authorized Signatory |
MORGAN STANLEY BANK, N.A., as a Lender and a Canadian Lender | ||||
By: | /s/ Kelly Chin | |||
Name: | Kelly Chin | |||
Title: | Authorized Signatory |
THE BANK OF NOVA SCOTIA, as a Lender, a Canadian Lender, and a Canadian L/C Issuer | ||||
By: | /s/ Mark Sparrow | |||
Name: | Mark Sparrow | |||
Title: | Director |
Signature Page S-6
to Extension Agreement
UBS LOAN FINANCE LLC, as a Lender and a Canadian Lender | ||||
By: | /s/ Lana Gifas | |||
Name: | Lana Gifas | |||
Title: | Director | |||
By: | /s/ Joselin Fernandes | |||
Name: | Joselin Fernandes | |||
Title: | Associate Director |
U.S. BANK NATIONAL ASSOCIATION, as a Lender | ||||
By: | /s/ Patrick Jeffrey | |||
Name: | Patrick Jeffrey | |||
Title: | Vice President |
U.S. BANK NATIONAL ASSOCIATION, CANADA BRANCH, as a Canadian Lender | ||||
By: | /s/ Paul Rodgers | |||
Name: | Paul Rodgers | |||
Title: | Vice President |
WELLS FARGO BANK, N.A., as a Lender | ||||
By: | /s/ Shannan Townsend | |||
Name: | Shannan Townsend | |||
Title: | Managing Director |
BANK OF MONTREAL, as a Lender and a Canadian Lender | ||||
By: | /s/ Melissa Guzmann | |||
Name: | Melissa Guzmann | |||
Title: | Vice President |
Signature Page S-7
to Extension Agreement