Obbligazione Devonshire Energy 4% ( US25179MAK99 ) in USD

Devonshire Energy

100 USD ▼

Stati Uniti

US25179MAK99 ( in USD )

4% per anno ( pagato 2 volte l'anno)

15/07/2021 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Devon Energy US25179MAK99 in USD 4%, scaduta

2 000 USD

500 000 000 USD

25179MAK9

N/A

Devon Energy è una compagnia petrolifera e del gas naturale statunitense con sede ad Oklahoma City, operante in diversi bacini petroliferi in Nord America.

The Obbligazione issued by Devonshire Energy ( United States ) , in USD, with the ISIN code US25179MAK99, pays a coupon of 4% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 15/07/2021

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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-156025

CALCULATION OF REGISTRATION FEE

Proposed Maximum
Proposed Maximum
Amount of

Title of Each Class of

Offering Price

Aggregate

Registration
Securities Offered
Amount Registered
Per Unit

Offering Price

Fee(1)

2.400% Senior Notes due 2016
$ 500,000,000

99.770%
$
498,850,000
$ 57,916.49
4.000% Senior Notes due 2021
$ 500,000,000

99.307%
$
496,535,000
$ 57,647.71
5.600% Senior Notes due 2041
$ 1,250,000,000

99.682% $ 1,246,025,000
$144,663.50
Total

$260,227.70

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. This "Calculation of
Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in the registrant's
Registration Statement on Form S-3 (File No. 333-156025).

PROSPECTUS SUPPLEMENT dated July 5, 2011
(To Prospectus dated July 5, 2011)

$2,250,000,000

$500,000,000 2.40% Senior Notes due 2016
$500,000,000 4.00% Senior Notes due 2021
$1,250,000,000 5.60% Senior Notes due 2041

We are offering $500,000,000 aggregate principal amount of our 2.40% senior notes due July 15, 2016, $500,000,000
aggregate principal amount of our 4.00% senior notes due July 15, 2021 and $1,250,000,000 aggregate principal amount of
our 5.60% senior notes due July 15, 2041. We will pay interest on the notes semi-annually in arrears on January 15 and
July 15 of each year, beginning January 15, 2012. We may redeem any series of notes in whole or in part at any time at the
redemption prices set forth under "Description of the Notes -- Optional Redemption." The notes will be our general
unsecured obligations and will rank equally in right of payment with all our existing and future unsecured and
unsubordinated debt.

We do not intend to list the notes on any securities exchange.

Investing in the notes involves risks. You should carefully read the entire accompanying prospectus and this
prospectus supplement, including the section entitled "Risk Factors" beginning on page S-1 of this prospectus
supplement and in our Annual Report on Form 10-K for the year ended December 31, 2010.

Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these notes or determined if this prospectus supplement and the accompanying prospectus are
truthful or complete. Any representation to the contrary is a criminal offense.

Per 2016

Per 2021

Per 2041

Note
Total

Note
Total

Note
Total

Price to public(1)
99.770% $498,850,000 99.307% $496,535,000
99.682% $1,246,025,000
Underwriting discount
.60% $ 3,000,000 .65% $ 3,250,000 .875% $
10,937,500
Proceeds, before expenses, to
us(1)
99.170% $495,850,000 98.657% $493,285,000 98.807% $1,235,087,500

(1) Plus accrued interest, if any, from July 12, 2011.

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We expect that the notes will be delivered to investors on or about July 12, 2011 in book-entry form only through the
facilities of The Depository Trust Company and its participants, including Clearstream Banking, société anonyme, and
Euroclear Bank S.A./N.V.

Joint Book-Running Managers

Goldman, Sachs & Co.
Morgan Stanley
UBS Investment Bank

RBC Capital
Barclays Capital
Credit Suisse
Markets

RBS

Senior Co-Managers

BofA Merrill
Lynch

Citi
J.P. Morgan

Co-Managers

BMO Capital Markets
Mitsubishi UFJ Securities
Scotia Capital
SOCIETE GENERALE
US Bancorp

Wells Fargo Securities
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No person is authorized to give any information or to make any representations other than those contained or
incorporated by reference in this prospectus supplement or the accompanying prospectus or in any free writing
prospectus filed with the Securities and Exchange Commission and, if given or made, such information or
representations must not be relied upon as having been authorized. We take no responsibility for, and can provide no
assurance as to the reliability of, any other information that others may give you.

This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities described in this prospectus supplement or an
offer to sell or the solicitation of an offer to buy those securities in any circumstances in which such offer or
solicitation is unlawful. Neither the delivery of this prospectus supplement or the accompanying prospectus, nor any
sale made hereunder and thereunder shall, under any circumstances, create any implication that there has been no
change in the affairs of Devon since the date hereof or that the information contained or incorporated by reference
herein or therein is correct as of any time subsequent to the date of such information.

For purposes of this prospectus supplement and the accompanying prospectus, unless the context otherwise
indicates, references to "us," "we," "our," "ours," and "Devon" refer to Devon Energy Corporation and its
subsidiaries.

TABLE OF CONTENTS

Prospectus Supplement

Devon Energy Corporation
S-1
Risk Factors
S-1
Use of Proceeds
S-2
Description of the Notes
S-2
Material United States Federal Income Tax Considerations for Non-U.S. Holders
S-6
Underwriting
S-8
Legal Matters
S-11
Prospectus
About this Prospectus
1
Devon Energy Corporation
1
Use of Proceeds
1
Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock
Dividends
2
Description of Capital Stock
2
Description of Undesignated Preferred Stock
3
Description of Debt Securities
4
Book-Entry Securities
13
Plan of Distribution
15
Legal Matters
16
Experts
16
Where You Can Find More Information
16
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DEVON ENERGY CORPORATION

Devon is an independent energy company engaged primarily in exploration, development and production of
natural gas and oil. Our operations are concentrated in various North American onshore areas in the United States
and Canada. We also have offshore operations located in Angola that are currently in the process of being divested.
To complement our upstream oil and gas operations in North America, we have a large marketing and midstream
operation. With these operations, we market gas, crude oil and natural gas liquids ("NGLs"). We also construct and
operate pipelines, storage and treating facilities and natural gas processing plants. These midstream facilities are
used to transport oil, gas, and NGLs and to process natural gas.

We recently confirmed our estimated 2011 combined oil, gas and NGL production of 236 to 240 MMBoe and
announced that we increased our estimate for our 2011 oil and gas development and exploration capital
expenditures to be between $5.5 billion and $5.9 billion. Please see "Risk Factors" below and "Forward-Looking
Estimates" under Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2010 for a further
discussion of these calculations and limitations of these estimates.

Our principal and administrative offices are located at 20 North Broadway, Oklahoma City, Oklahoma
73102-8260. Our telephone number at that location is (405) 235-3611.

RISK FACTORS

An investment in the notes is subject to risk. Before you decide to invest in the notes, you should carefully
consider the specific factors discussed below, together with all the other information contained in this prospectus
supplement, the accompanying prospectus as well as the documents incorporated by reference herein or therein. For
further discussion of the risks, uncertainties and assumptions relating to our business, please see the discussion
under the captions "Risk Factors" and "Information Regarding Forward-Looking Statements" included in our Annual
Report on Form 10-K for the year ended December 31, 2010, as updated by annual, quarterly and other reports and
documents that we file with the SEC, which are incorporated by reference in this prospectus supplement and the
accompanying prospectus.
The notes do not restrict our ability to incur additional debt or prohibit us from taking other actions that
could negatively impact holders of the notes.

We are not restricted under the terms of the notes or the indenture governing the notes from incurring additional
debt and other obligations, including debt and other obligations that rank equal in right of payment with the notes.
Although the indenture limits our ability to issue secured debt without also securing the notes and to consolidate
with or merge into, or convey or otherwise transfer or lease our properties and assets substantially as an entirety to,
any person, these limitations are subject to a number of exceptions. See "Description of Debt Securities --
Covenants" in the accompanying prospectus.
Our ability to service our debt, including the notes, will be dependent upon the earnings of our subsidiaries
and the distribution of those earnings to us. The notes are effectively subordinated to any existing and future
debt of our subsidiaries.

The notes are obligations exclusively of Devon Energy Corporation. Our operations are conducted almost
entirely through our subsidiaries. Accordingly, our cash flow and our consequent ability to service our debt,
including the notes, are dependent upon the earnings of our subsidiaries and the distribution of those earnings to us,
whether by dividends, loans or otherwise. The payment of dividends and the making of loans and advances to us and
our right to receive assets of any of our subsidiaries upon their liquidation or reorganization, and the consequent
right of the holders of the notes to participate in those assets, will be effectively subordinated to the claims of that
subsidiary's creditors, including trade creditors, except to the extent that we are recognized as a creditor of such
subsidiary, in which case our claims would still be subordinate to any liens on the assets of such subsidiary and any
indebtedness of such subsidiary senior to ours. As of March 31, 2011, we had total consolidated indebtedness with
a carrying value of approximately $6.8 billion, none of which was secured. This total includes indebtedness of our
subsidiaries of approximately $3.4 billion, excluding intercompany debt and trade payables.
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At certain times we may redeem all or a portion of the notes at our option at a redemption price equal to
100% of the principal amount of such notes, plus accrued and unpaid interest to, but not including, the
redemption date, which may adversely affect your return.

As described under "Description of the Notes -- Optional Redemption," at certain times we have the right to
redeem the notes of any series in whole or in part, at our option at a redemption price equal to 100% of the principal
amount of such notes, plus accrued and unpaid interest to, but not including, the redemption date. We may choose to
exercise this redemption right when prevailing interest rates are relatively low. As a result, you generally will not
be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of
the notes.
An active trading market for the notes may not develop.

The notes of each series are a new issue of securities with no established trading market, and we do not intend
to list them on any securities exchange or automated quotation system. As a result, an active trading market for the
notes may not develop, or if one does develop, it may not be sustained. If an active trading market fails to develop
or cannot be sustained, you may not be able to resell your notes at their fair market value or at all.

USE OF PROCEEDS

The net proceeds of this offering, after discounts and expenses, are estimated to be approximately
$2,220,722,500. We intend to use the net proceeds to repay our $1.75 billion aggregate principal amount of
6.875% senior notes due 2011 upon maturity in September 2011 and to use the remainder for general corporate
purposes. Prior to the repayment of the 6.875% senior notes due 2011, the net proceeds may be invested temporarily
in short-term marketable securities or applied to repay commercial paper as it comes due. If we apply the proceeds
to repay commercial paper, we intend to issue additional commercial paper prior to the maturity of the
6.875% senior notes due 2011. As of March 31, 2011, our average borrowing rate on our $1,197 million of
commercial paper borrowings was 0.30 percent.

DESCRIPTION OF THE NOTES

The following description of the particular terms of the $500,000,000 aggregate principal amount of our
2.40% senior notes due July 15, 2016 (the "2016 notes"), the $500,000,000 aggregate principal amount of our
4.00% senior notes due July 15, 2021 (the "2021 notes") and the $1,250,000,000 aggregate principal amount of our
5.60% senior notes due July 15, 2041 (the "2041 notes" and, collectively with the 2016 notes and the 2021 notes,
the "notes") (which each represent a new series of, and are referred to in the accompanying prospectus as, the "debt
securities"), supplements and, to the extent inconsistent therewith, replaces the description of the general terms and
provisions of the debt securities set forth in the accompanying prospectus.

We will issue the notes under an indenture between us and UMB Bank, National Association, as trustee, to be
dated on or about July 12, 2011, as supplemented by a supplemental indenture to be dated on or about July 12, 2011.
In this prospectus supplement, we refer to that indenture as so supplemented as the "indenture." The terms of the
notes include those set forth in the indenture and those made a part of the indenture by reference to the
Trust Indenture Act of 1939, as amended.

The following description is a summary of the material provisions of the notes and the indenture. It does not
restate the indenture in its entirety. We urge you to read the indenture because it, and not this description, defines
your rights as a holder of notes. Copies of the indenture are available upon request from us or the trustee.
References to "us," "we," "ours," or "Devon" in this section of the prospectus supplement are to Devon Energy
Corporation and not its subsidiaries.

General

The 2016 notes will:

· accrue interest at the rate of 2.40% per year;
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· be initially limited to $500,000,000 aggregate principal amount;

· be issued in denominations of $2,000 and integral multiples of $1,000; and

· mature on July 15, 2016.

The 2021 notes will:

· accrue interest at the rate of 4.00% per year;

· be initially limited to $500,000,000 aggregate principal amount;

· be issued in denominations of $2,000 and integral multiples of $1,000; and

· mature on July 15, 2021.

The 2041 notes will:

· accrue interest at the rate of 5.60% per year;

· be initially limited to $1,250,000,000 aggregate principal amount;

· be issued in denominations of $2,000 and integral multiples of $1,000; and

· mature on July 15, 2041.

Interest on the notes will:

· accrue from the date of issuance or the most recent interest payment date;

· be payable in cash semiannually in arrears on each January 15 and July 15 commencing on January 15, 2012;

· be payable to the holders of record on January 1 and July 1 immediately preceding the related interest
payment dates; and

· be computed on the basis of a 360-day year consisting of twelve 30-day months.

There is no limit on the aggregate principal amount of notes that we may issue. Also, we reserve the right, from
time to time, in compliance with the terms of the indenture and without the consent of any holders of any of the notes,
to reopen any series of notes by issuing additional 2016 notes, 2021 notes or 2041 notes, as the case may be. Any
such additional 2016 notes, 2021 notes or 2041 notes would have terms identical to the outstanding 2016 notes,
2021 notes or 2041 notes, as the case may be (except the date of issuance, the date interest begins to accrue and, in
certain circumstances, the first interest payment date), so that such additional 2016 notes, 2021 notes or 2041 notes
shall be consolidated with, form a single series with, and increase the aggregate principal amount of, the 2016 notes,
2021 notes or 2041 notes, as the case may be; provided that if the additional 2016 notes, 2021 notes or 2041 notes
are not fungible with the outstanding 2016 notes, 2021 notes and 2041 notes, respectively, for United States federal
income tax purposes, the additional notes will have a separate CUSIP number.

If any interest payment date, maturity date or redemption date falls on a day that is not a business day, the
payment will be made on the next business day with the same force and effect as if made on the relevant interest
payment date, maturity date or redemption date. Unless we default on a payment, no interest will accrue for the
period from and after the applicable interest payment date, maturity date or redemption date.

Subject to the exceptions, and subject to compliance with the applicable requirements, set forth in the indenture,
we may discharge our obligations under the indenture with respect to the notes as described under "Description of
Debt Securities -- Defeasance" in the accompanying prospectus.

The notes will be our general unsecured obligations and will rank equally in right of payment with all our other
existing and future unsecured and unsubordinated debt.
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Payment and Transfer

The notes will be issued in the form of one or more permanent global securities as described in the
accompanying prospectus under "Description of Debt Securities -- Global Securities" and registered in the name of
a nominee of The Depository Trust Company, as depositary for the notes, and its participants, including Clearstream
Banking, société anonyme, and Euroclear Bank S.A./N.V. See "Book-Entry Securities" in the accompanying
prospectus. Beneficial interests in notes in global form will be shown on, and transfers of interest in notes in global
form will be made only through, records maintained by the depositary and its participants. Notes in definitive form,
if any, may be registered, exchanged or transferred at the office or agency maintained by us for such purpose (which
initially will be the corporate trust office of the trustee located at 1010 Grand Blvd., Kansas City, MO 64106).
Payment of principal of, premium, if any, and interest on notes in global form registered in the name of or held by the
depositary or its nominee will be made in immediately available funds to the depositary or its nominee, as the case
may be, as the registered holder of such global security. If any of the notes are no longer represented by global
securities, all payments on such notes will be made at the corporate trust office of the trustee; however, any payment
of interest on such notes may be made, at our option, by check mailed directly to registered holders at their
registered addresses.

No service charge will be made for any registration of transfer or exchange of notes, but we may require
payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection
therewith. We are not required to transfer or exchange any note selected for redemption or any other note for a
period of 15 days before any mailing of notice of notes to be redeemed.

Optional Redemption

We may redeem:

· the 2016 notes prior to one month before their maturity date,

· the 2021 notes prior to three months before their maturity date, or

· the 2041 notes prior to six months before their maturity date
at any time, in whole or in part, at our option at a redemption price equal to the greater of:

· 100% of the principal amount of the notes then outstanding to be redeemed; or

· the sum of the present values of the remaining scheduled payments of principal and interest thereon
(exclusive of interest accrued to the date of redemption) from the redemption date to the maturity date
computed by discounting such payments to the redemption date on a semiannual basis, assuming a 360-day
year consisting of twelve 30-day months, at a rate equal to the sum of 12 basis points in the case of the 2016
notes, 15 basis points in the case of the 2021 notes and 20 basis points in the case of the 2041 notes, plus the
Adjusted Treasury Rate, as determined by the Independent Investment Banker, on the third business day prior
to the redemption date;
plus, in each case, accrued and unpaid interest, if any, to the redemption date.

On or after the date that is one month prior to the maturity for the 2016 notes, three months prior to the maturity
for the 2021 notes, or six months prior to the maturity for the 2041 notes, respectively, we may redeem the 2016
notes, the 2021 notes or the 2041 notes, at any time, in whole or in part, at our option at a redemption price equal to
100% of the principal amount of such notes, plus accrued and unpaid interest to, but not including, the redemption
date.

"Adjusted Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the
semiannual equivalent yield to maturity of the Optional Redemption Comparable Treasury Issue, calculated using a
price for the Optional Redemption Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Optional Redemption Comparable Treasury Price for such redemption date.

"Independent Investment Banker" means an independent investment banking institution of national standing
appointed by Devon.
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"Optional Redemption Reference Treasury Dealer" means each of Goldman, Sachs & Co., Morgan Stanley &
Co. LLC, UBS Securities LLC and their respective successors; provided that if any of the foregoing ceases to be,
and has no affiliate that is, a primary U.S. governmental securities dealer, Devon will substitute for it another
primary U.S. governmental securities dealer.

"Optional Redemption Comparable Treasury Issue" means the U.S. Treasury security selected by the
Independent Investment Banker as having a maturity comparable to the remaining term of the notes to be redeemed
that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term of the notes or, if, in the reasonable
judgment of the Independent Investment Banker, there is no such security, then the Optional Redemption Comparable
Treasury Issue will mean the U.S. Treasury security or securities selected by the Independent Investment Banker as
having an actual or interpolated maturity or maturities comparable to the remaining term of the notes.

"Optional Redemption Comparable Treasury Price" means the average of the Optional
Redemption Reference Treasury Dealer Quotations for the applicable redemption date.

"Optional Redemption Reference Treasury Dealer Quotations" means, with respect to each Optional
Redemption Reference Treasury Dealer and any redemption date for the notes, the average, as determined by the
Independent Investment Banker, of the bid and asked prices for the Optional Redemption Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment
Banker and the trustee at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

We will mail notice of redemption at least 30 days but not more than 60 days before the applicable redemption
date to each holder of the notes to be redeemed.

Upon the payment of the redemption price, plus accrued and unpaid interest, if any, to the date of redemption,
interest will cease to accrue on and after the applicable redemption date on the notes or portions thereof called for
redemption.

In the case of any partial redemption, selection of the notes for redemption will be made by the trustee by such
method of random selection as the trustee shall deem fair and appropriate. Notes will only be redeemed in multiples
of $2,000 or any integral multiple of $1,000. If any note is to be redeemed in part only, the notice of redemption will
state the portion of the principal amount to be redeemed. A new note in principal amount equal to the unredeemed
portion of the original note will be issued upon the cancellation of the original note.

No Sinking Fund

We are not required to make mandatory redemption or sinking fund payments with respect to the notes.

Covenants

The covenant limiting our ability to incur liens described in the accompanying prospectus under the heading
"Description of Debt Securities -- Covenants" and the restrictions on consolidation, merger or sale of assets
described in the accompanying prospectus under the heading "Description of Debt Securities -- Consolidation,
Merger and Sale of Assets" will apply to the notes. The indenture does not otherwise limit the amount of
indebtedness or other obligations that we may incur and does not give you the right to require us to repurchase your
notes upon a change of control.

In addition, the indenture provides that the covenant limiting our ability to incur liens, the restrictions on
consolidation, merger or sale of assets and certain other non-monetary covenants included in the indenture may be
waived or modified by holders representing at least a majority of all debt securities, including the notes, outstanding
at any one time under the indenture, and that, following an "Event of Default" arising from a breach of any of these
provisions, the trustee or holders of not less than 25% in principal amount of all debt securities, including the notes,
outstanding under the indenture to which these provisions are applicable may accelerate the maturity of the debt
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securities under the indenture. As of the issue date of the notes and after giving effect to the use of proceeds
therefrom, no other debt securities will be outstanding under the indenture.

Events of Default

In addition to the "Events of Default" described in the accompanying prospectus under the heading "Description
of Debt Securities -- Events of Default," it shall constitute an "Event of Default" under the indenture in respect of
each series of the notes if we default in the payment of any principal of our Funded Debt (as defined in the
accompanying prospectus) outstanding in an aggregate principal amount in excess of $50 million at the stated final
maturity thereof or the occurrence of any other default the effect of which is to cause the stated final maturity of this
Funded Debt to be accelerated, and if:

· the default in payment is not cured within 60 days after written notice of the default from the trustee or
holders of at least 25% in principal amount of the outstanding notes of such series; or

· the acceleration is not rescinded or annulled or the default that caused the acceleration is not cured within
60 days after written notice of the default from the trustee or holders of at least 25% in principal amount of
the outstanding notes of such series.

Concerning the Trustee

UMB Bank, National Association, is the trustee under the indenture and has been appointed by us as security
registrar and paying agent with regard to the notes.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
FOR NON-U.S. HOLDERS

The following is a general discussion of certain material U.S. federal income tax consequences of the purchase,
ownership and disposition of the notes. This discussion applies only to a Non-U.S. Holder (as defined below) that
acquires the notes pursuant to this offering at the initial offering price. If we decide to reopen any series of notes by
issuing additional notes on a date later than thirteen days from the date of the initial offering, such reopening will be
treated as a separate offering for U.S. federal income tax purposes and any Non-U.S. Holder acquiring notes
pursuant to such reopening will not be treated as acquiring notes pursuant to this offering. Accordingly, any such new
note may not be fungible with the notes being issued pursuant to this offering for US federal income tax purposes.
This discussion is limited to investors that hold the notes as capital assets for U.S. federal income tax purposes.
Furthermore, this discussion does not address all aspects of U.S. federal income taxation that may be applicable to
investors in light of their particular circumstances, or to investors subject to special treatment under U.S. federal
income tax law. Furthermore, this discussion does not address any U.S. federal estate or gift tax consequences or any
state, local or foreign tax consequences. This discussion is based upon the Internal Revenue Code of 1986, as
amended (the "Code"), the Treasury Department regulations (the "Treasury Regulations") promulgated thereunder
and judicial decisions and administrative interpretations thereof, all as of the date hereof and all of which are
subject to change, possibly with retroactive effect. Prospective investors are urged to consult their tax advisors
regarding the U.S. federal, state, local and foreign income and other tax consequences of the purchase, ownership
and disposition of the notes.

For purposes of this summary, the term "Non-U.S. Holder" means a beneficial owner of a note that is not, for
U.S. federal income tax purposes (i) an individual that is a citizen or resident of the United States, (ii) a corporation,
or other entity treated as a corporation for U.S. federal income tax purposes, that is created or organized under the
laws of the United States, any of the States or the District of Columbia, (iii) an estate the income of which is subject
to U.S. federal income taxation regardless of its source, or (iv) a trust (A) if a court within the United States is able
to exercise primary supervision over its administration and one or more U.S. persons have the authority to control
all substantial decisions of such trust, or (B) that has made a valid election under applicable Treasury Regulations to
be treated as a U.S. person for U.S. federal income tax purposes.

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax
purposes) owns notes, the tax treatment of a partner in the partnership will depend upon the status of the partner and
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