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

EX-10.1 2 d620405dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

EXTENSION AGREEMENT

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

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

R E C I T A L S

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

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

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

NOW, THEREFORE, the parties hereto agree as follows:

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

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

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

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

 

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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 Sha’sha’a
  Name:   Jawdat Sha’sha’a
 

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