ENCANA CORP (Form: 8-K, Received: 03/01/2019 09:22:44)

Date: March 1, 2019

ENCANA CORPORATION

/s/ Dawna I. Gibb

Name: Dawna I. Gibb

Title: Assistant Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 1, 2019

ENCANA CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Canada

1-15226

98-0355077

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Suite 4400, 500 Centre Street SE, PO Box 2850

Calgary, Alberta, Canada, T2P 2S5

(Address of Principal Executive Offices) (Zip Code)

(403) 645-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement

Introductory Note

As previously announced, on February 13, 2019, Encana Corporation (“ Encana ”), completed its previously announced acquisition of Newfield Exploration Company, a Delaware corporation (“ Newfield ”), pursuant to an Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of October 31, 2018, by and among Encana, Neapolitan Merger Corp., a Delaware corporation and an indirect, wholly-owned subsidiary of Encana (“ Merger Sub ”), and Newfield. Pursuant to the Merger Agreement, Merger Sub merged with and into Newfield, with Newfield surviving the merger as an indirect, wholly-owned subsidiary of Encana (the “ Merger ”).

As further described below, Encana and Newfield have entered into supplemental indentures pursuant to which (i) Encana has fully and unconditionally guaranteed payment on certain series of outstanding notes previously issued by Newfield and (ii) Newfield has fully and unconditionally guaranteed payments on certain series of outstanding notes previously issued by Encana.

In addition, as further described below, in connection with the execution of the supplemental indentures referred to above, Newfield has guaranteed Encana’s obligations under Encana’s Credit Agreement (as defined below).

Supplemental Indentures

(a)

Encana guarantee of Newfield outstanding notes

On March 1, 2019, Encana, as guarantor, entered into a fifth supplemental indenture (the “ Newfield Supplemental Indenture ”) with Newfield, as issuer, and U.S. Bank National Association, a national banking association (“ U.S. Bank ”), as trustee, to the senior indenture, dated as of February 28, 2001 (as amended and supplemented, the “ Newfield Indenture ”) between Newfield and U.S. Bank, as successor trustee to Wachovia Bank, National Association (formerly First Union National Bank), pursuant to which Encana agreed to fully and unconditionally guarantee (the “ Encana Guarantee ”) the due and punctual payment of the principal of, premium, if any, and interest on Newfield’s (i) 5 ^3/4 % senior notes due 2022 (the “ 2022 Newfield Notes ”), issued pursuant to a second supplemental indenture, dated as of September 30, 2011, to the Newfield Indenture, (ii) 5 ^5/8 % senior notes due 2024 (the “ 2024 Newfield Notes ”), issued pursuant to a third supplemental indenture, dated as of June 26, 2012, to the Newfield Indenture, and (iii) 5 ^3/8 % senior notes due 2026 (the “ 2026 Newfield Notes ” and together with the 2022 Newfield Notes and the 2024 Newfield Notes, the “ Newfield Notes ”), issued pursuant to a fourth supplemental indenture, dated as of March 10, 2015, to the Newfield Indenture, which Newfield Notes constitute all of the issued and outstanding series of debt securities issued pursuant to the Newfield Indenture as of the date hereof. As of the date hereof, the Newfield Notes are outstanding in the following aggregate principal amounts: $750 million of 2022 Newfield Notes; $1 billion of 2024 Newfield Notes; and $700 million of 2026 Newfield Notes.

The Newfield Supplemental Indenture provides that the Encana Guarantee shall be automatically and unconditionally released and discharged, and Encana shall be automatically and unconditionally released and discharged from all of its obligations under the Encana Guarantee and its obligations under the Newfield Indenture, without any action by Newfield, Encana or U.S. Bank, upon (i) satisfaction and discharge of the Newfield Indenture or (ii) legal defeasance of the Newfield Notes, each in accordance with the terms of the Newfield Indenture. All other material terms of the Newfield Indenture and the Newfield Notes remain unchanged.

The Newfield Indenture provides for customary events of default, which are applicable to the Encana Guarantee. These customary events of default, which are set forth in Article 5 of the Newfield Indenture, include but are not limited to nonpayment of principal or interest, breach of covenants in the Newfield Indenture and certain events of bankruptcy. Generally, if an event of default occurs, U.S. Bank or holders of at least 25% in aggregate principal amount of the then outstanding Newfield Notes of the affected series may declare such Newfield Notes to be immediately due and payable.

The foregoing descriptions of the Newfield Supplemental Indenture and the Newfield Indenture do not purport to be complete and are qualified in their entirety by the actual Newfield Supplemental Indenture and Newfield Indenture, copies of which are filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference.

(b)

Newfield guarantee of Encana outstanding notes

On March 1, 2019, Newfield, as guarantor, Encana, as issuer, and The Bank of New York Mellon (formerly known as The Bank of New York) (“ BNYM ”), as trustee, entered into: (i) the third supplemental indenture (the “ 2000 Encana Supplemental Indenture ”), to the indenture, dated as of September 15, 2000 (as amended and supplemented, the “ 2000 Encana Indenture ”), between Encana (as successor by amalgamation to Alberta Energy Company Ltd.) and BNYM, as trustee; (ii) the first supplemental indenture (the “ 2003 Encana Supplemental Indenture ”) to the indenture, dated as of October 2, 2003 (as amended and supplemented, the “ 2003 Encana Indenture ”), between Encana and BNYM, as trustee; (iii) the fifth supplemental indenture (the “ 2001 Encana Supplemental Indenture ”) to the indenture, dated as of November 5, 2001 (as amended and supplemented, the “ 2001 Encana Indenture ”), between Encana (as successor by amalgamation to PanCanadian Petroleum Limited) and BNYM, as successor trustee to The Bank of Nova Scotia Trust Company of New York; (iv) the first supplemental indenture (the “ 2007 Encana Supplemental Indenture ”) to the indenture, dated as of August 13, 2007 (as amended and supplemented, the “ 2007 Encana Indenture ”), between Encana and BNYM, as trustee; and (v) the first supplemental indenture (the “ 2011 Encana Supplemental Indenture ” and together with the 2000 Encana Supplemental Indenture, the 2003 Encana Supplemental Indenture, the 2001 Encana Supplemental Indenture and the 2007 Encana Supplemental Indenture, the “ Encana Supplemental Indentures ”) to the indenture, dated as of November 14, 2011 (as amended and supplemented, the “ 2011 Encana Indenture ” and together with the 2000 Encana Indenture, the 2003 Encana Indenture, the 2001 Encana Indenture and the 2007 Encana Indenture, the “ Encana Indentures ”), between Encana and BNYM, as trustee.

Pursuant to the Encana Supplemental Indentures, Newfield agreed to fully and unconditionally guarantee (collectively, the “ Newfield Guarantees ”) the due and punctual payment of the principal of, premium, if any, and interest on Encana’s (i) 6.50% notes due May 15, 2019 (the “ 2019 Encana Notes ”), (ii) 3.90% notes due November 15, 2021 (the “ 2021 Encana Notes ”), (iii) 8.125% notes due September 15, 2030 (the “ 2030 Encana Notes ”), (iv) 7.20% notes due November 1, 2031 (the “ 7.2% 2031 Encana Notes ”), (v) 7.375% notes due November 1, 2031 (the “ 7.375% 2031 Encana Notes ”), (vi) 6.50% notes due August 15, 2034 (the “ 2034 Encana Notes ”), (vii) 6.625% notes due August 15, 2037 (the “ 2037 Encana Notes ”), (viii) 6.50% notes due February 1, 2038 (the “ 2038 Encana Notes ”), and (ix) 5.15% notes due November 15, 2041 (the “ 2041 Encana Notes ” and collectively, the “ Encana Notes ”), which Encana Notes constitute all of the issued and outstanding series of debt securities issued pursuant to the Encana Indentures as of the date hereof. All other material terms of the Encana Indentures and the Encana Notes remain unchanged. As of the date hereof, the Encana Notes are outstanding in approximately the following aggregate principal amounts: $500 million of 2019 Encana Notes; $600 million of 2021 Encana Notes; $300 million of 2030 Encana Notes; $350 million of 7.2% 2031 Encana Notes; $500 million of 7.375% 2031 Encana Notes; $750 million of 2034 Encana Notes; $462 million of 2037 Encana Notes; $505 million of 2038 Encana Notes; and $244 million of 2041 Encana Notes.

Each Encana Supplemental Indenture provides that the applicable Newfield Guarantee shall be automatically and unconditionally released and discharged, and Newfield shall be automatically and unconditionally released and discharged from all of its obligations under such Newfield Guarantee and its obligations under the applicable Encana Indenture, without any action by Encana, Newfield or BNYM, upon the occurrence of any of the following: (i) such time as Newfield no longer has outstanding any debt securities guaranteed by Encana, whether because such debt securities have matured or have been redeemed or repurchased and cancelled, or otherwise; (ii) satisfaction and discharge of such Encana Indenture, in accordance with the terms thereof; or (iii) legal defeasance of the applicable Encana Notes, in accordance with the terms of such Encana Indenture. All other material terms of the Encana Indentures and the Encana Notes remain unchanged.

Each Encana Indenture provides for customary events of default, which are applicable to the Newfield Guarantees. These customary events of default, which are set forth in Article 5 of each Encana Indenture, include but are not limited to nonpayment of principal or interest, breach of covenants in the applicable Encana Indenture and certain events of bankruptcy. Generally, if an event of default occurs, BNYM or holders of at least 25% in aggregate principal amount of the then outstanding Encana Notes of the affected series may declare such Encana Notes to be immediately due and payable.

The foregoing descriptions of the Encana Supplemental Indentures do not purport to be complete and are qualified in their entirety by the actual Encana Supplemental Indentures, copies of which are filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference.

Copies of the Encana Indentures have been previously filed as exhibits to Encana’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Commission on February 28, 2019.

Credit Agreement Guarantee

On March 1, 2019, pursuant to a Guarantee dated as of March 1, 2019 (the “ Credit Agreement Guarantee ”), whereby Newfield agreed to guarantee Encana’s obligations under Encana’s Restated Credit Agreement (the “ Credit Agreement ”), dated as of July 16, 2015, among Encana, as borrower, the financial and other institutions named therein, as lenders, and Royal Bank of Canada, as agent, as amended by the First Amending Agreement dated as of March 28, 2018. The Credit Agreement Guarantee shall be automatically and unconditionally released and discharged upon the release of the Newfield Guarantees. Encana currently has no amounts outstanding under the Credit Agreement. The Credit Agreement provides for customary events of default, which are applicable to the Credit Agreement Guarantee. These customary events of default, which are set forth in Article 9 of the Credit Agreement, include nonpayment of borrowings, interest or fees, certain events of bankruptcy, and breach of covenants in the Credit Agreement. Generally, if an event of default occurs, the agent or the majority of the lenders may declare all or any of the amounts outstanding under the Credit Agreement to be immediately due and payable.

The foregoing description of the Credit Agreement Guarantee does not purport to be complete and is qualified in its entirety by the actual Credit Agreement Guarantee, a copy of which is filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.

A copy of the Credit Agreement has previously been filed as an exhibit to Encana’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Commission on February 28, 2019.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 above under the heading “Supplemental Indentures” is incorporated by reference into this Item 3.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


4.1		Senior Indenture dated as of February 28, 2001 between Newfield Exploration Company, as Issuer, and First Union National Bank, as Trustee (the “Senior Indenture”) (incorporated by reference to Exhibit 4.1 to Newfield Exploration Company’s Current Report on Form 8-K filed with the Commission on February 28, 2001 (File No. 001-12534))

4.2		Second Supplemental Indenture, dated as of September 30, 2011, to Senior Indenture between Newfield Exploration Company and U.S. Bank National Association (as successor to Wachovia Bank, National Association (formerly First Union National Bank)), as Trustee (incorporated by reference to Exhibit 4.2 to Newfield Exploration Company’s Current Report on Form 8-K filed with the Commission on September 30, 2011 (File No. 001-12534))

4.3		Third Supplemental Indenture, dated as of June 26, 2012, to Senior Indenture between Newfield Exploration Company and U.S. Bank National Association (as successor to Wachovia Bank, National Association (formerly First Union National Bank)), as Trustee (incorporated by reference to Exhibit 4.2 to Newfield Exploration Company’s Current Report on Form 8-K filed with the Commission on June 26, 2012 (File No. 001-12534))

4.4		Fourth Supplemental Indenture, dated as of March 10, 2015, to Senior Indenture between Newfield Exploration Company and U.S. Bank National Association (as successor to Wachovia Bank, National Association (formerly First Union National Bank)), as Trustee (incorporated by reference to Exhibit 4.2 to Newfield Exploration Company’s Current Report on Form 8-K filed with the Commission on March 12, 2015 (File No. 001-12534))

4.5		Fifth Supplemental Indenture, dated as of March 1, 2019, among Encana Corporation, as Guarantor, Newfield Exploration Company, as Issuer and U.S. Bank National Association (as successor to Wachovia Bank, National Association (formerly First Union National Bank)), as Trustee, to the Senior Indenture

4.6		Third Supplemental Indenture, dated as of March 1, 2019, among Newfield Exploration Company, as Guarantor, Encana Corporation, as Issuer, and The Bank of New York Mellon to the Indenture, dated as of September 15, 2000 between Encana Corporation (as successor by amalgamation to Alberta Energy Company Ltd.) and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee

4.7		First Supplemental Indenture, dated as of March 1, 2019, among Newfield Exploration Company, as Guarantor, Encana Corporation, as Issuer, and The Bank of New York Mellon to the Indenture, dated as of October 2, 2003, between Encana Corporation and The Bank of New York Mellon, as Trustee

4.8		Fifth Supplemental Indenture, dated as of March 1, 2019, among Newfield Exploration Company, as Guarantor, Encana Corporation, as Issuer, and The Bank of New York Mellon to the Indenture, dated as of November 5, 2001, between Encana Corporation (as successor by amalgamation to PanCanadian Petroleum Limited) and The Bank of New York Mellon, as successor Trustee to The Bank of Nova Scotia Trust Company of New York

4.9		First Supplemental Indenture, dated as of March 1, 2019, among Newfield Exploration Company, as Guarantor, Encana Corporation, as Issuer, and The Bank of New York Mellon to the Indenture, dated as of August 13, 2007, between Encana Corporation and The Bank of New York Mellon, as Trustee

4.10		First Supplemental Indenture, dated as of March 1, 2019, among Newfield Exploration Company, as Guarantor, Encana Corporation, as Issuer, and The Bank of New York Mellon to the Indenture, dated as of November 14, 2011, between Encana Corporation and The Bank of New York Mellon, as Trustee

4.11		Guarantee, dated as of March 1, 2019, by Newfield Exploration Company, guaranteeing Encana Corporation’s obligations under Encana Corporation’s Restated Credit Agreement, dated as of July 16, 2015, among Encana Corporation, as borrower, the financial and other institutions named therein, as lenders, and Royal Bank of Canada, as agent, as amended by the First Amending Agreement dated as of March 28, 2018.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 4.5

ENCANA CORPORATION,

as Guarantor

and

NEWFIELD EXPLORATION COMPANY,

as Issuer

and

U. S. BANK NATIONAL ASSOCIATION,

as Trustee

FIFTH SUPPLEMENTAL INDENTURE

dated as of March 1, 2019

to Senior Indenture dated as of February 28, 2001

Providing for the Guarantee

FIFTH SUPPLEMENTAL INDENTURE

FIFTH SUPPLEMENTAL INDENTURE (this “ Fifth Supplemental Indenture ”), dated as of March 1, 2019, to the Indenture referred to below, among Newfield Exploration Company, a Delaware corporation, as issuer (the “ Company ”), Encana Corporation, a corporation amalgamated and existing under the laws of Canada, as guarantor (the “ Guarantor ”), and U.S. Bank National Association (as successor trustee to Wachovia Bank, National Association (formerly First Union National Bank)), a national banking association, as trustee (the “ Trustee ”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee the senior indenture dated as of February 28, 2001 (the “ Original Indenture ”);

WHEREAS , the Company has heretofore executed and delivered to the Trustee the following supplemental indentures to the Original Indenture (as so supplemented, the “ Indenture ”), providing for the establishment of the following series of securities (which constitute all of the issued and outstanding series of securities issued pursuant to the Original Indenture as of the date hereof): (i) the second supplemental indenture, dated as of September 30, 2011, providing for the issuance of 5 ^3/4 % senior notes due 2022 (the “ 2022 Securities ”), (ii) the third supplemental indenture, dated as of June 26, 2012, providing for the issuance of 5 ^5/8 % senior notes due 2024 (the “ 2024 Securities ”), and (iii) the fourth supplemental indenture, dated as of March 10, 2015, providing for the issuance of 5 ^3/8 % senior notes due 2026 (the “ 2026 Securities ” and together with the 2022 Securities and the 2024 Securities, the “ Securities ”);

WHEREAS, Section 901(6) of the Indenture permits the Company and the Trustee to enter into a supplemental indenture, without the consent of any Holders, to provide for the guarantee of the Company’s obligations under the Indenture and with respect to the securities issued under the Indenture by another Person;

WHEREAS, the Guarantor desires to fully and unconditionally guarantee the due and punctual payment of the principal of, premium, if any, and interest on the Securities (the “ Guarantee ”) issued by the Company, a wholly-owned indirect subsidiary of the Guarantor;

WHEREAS, the Company has requested that the Trustee execute and deliver this Fifth Supplemental Indenture. The Company has delivered to the Trustee an Opinion of Counsel, an Officers’ Certificate and a Board Resolution pursuant to Sections 102, 901 and 903 of the Indenture; and

WHEREAS, pursuant to Section 901 of the Indenture, all conditions necessary to authorize the execution and delivery of this Fifth Supplemental Indenture and to make it a valid and binding obligation of the Company and the Guarantor have been done or performed and the Trustee is authorized to execute and deliver this Fifth Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. GUARANTEE.

2.1.

Agreement to Guarantee.

The Guarantor hereby fully and unconditionally guarantees to each Holder of Securities, the due and punctual payment of the principal of, premium, if any, and interest on the Securities, when and as the same shall become due and payable, whether on the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms hereof and of the Indenture. In case of the failure of the Company punctually to make any such payment of principal, premium, if any, or interest, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company.

The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the Securities, the Indenture or this Fifth Supplemental Indenture, any failure to enforce the provisions of the Securities, the Indenture or this Fifth Supplemental Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto or hereto, by the Holder of the Securities or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of the Securities, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to the Securities or the indebtedness evidenced thereby, and all demands whatsoever, and covenants that its obligations under this Section 2.1 will not be discharged except by statute of limitation or payment in full of the principal of, premium, if any, and interest on the Securities.

The Guarantor shall be subrogated to all rights of each Holder of the Securities, the Trustee and any Paying Agent against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Section 2.1; provided, however, that until the principal of, premium, if any, and interest on all Securities issued under the Indenture shall have been paid in full, such rights shall be exercised and enforced by the Guarantor only in such manner and on such terms as the Trustee may require or approve.

Any term or provision of the Indenture and this Fifth Supplemental Indenture to the contrary notwithstanding, the maximum aggregate amount of the Securities guaranteed hereunder by the Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the Guarantor without rendering the Guarantee, as it relates to the Guarantor, voidable under applicable law relating to fraudulent conveyance, fraudulent transfer, corporate benefit, financial assistance or similar laws affecting the rights of creditors generally.

By executing this Fifth Supplemental Indenture, the Guarantor acknowledges and agrees that the obligations to compensate, reimburse, and indemnify the Trustee under the Indenture shall apply to the Guarantor and that the Guarantor and the Company, jointly and severally, are obligated to compensate, reimburse, and indemnify the Trustee in accordance with the terms of the Indenture.

2.2.

Execution and Delivery.

To evidence its Guarantee set forth in Section 2.1 hereof, the Guarantor hereby agrees that this Fifth Supplemental Indenture shall be executed on behalf of the Guarantor by one or more authorized officers or persons holding an equivalent title.

The Guarantor hereby agrees that its Guarantee set forth in Section 2.1 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Securities.

2.3.

Release of Guarantee.

The Guarantee shall be automatically and unconditionally released and discharged, and the Guarantor shall be automatically and unconditionally released and discharged from all of its obligations under the Guarantee and its obligations under the Indenture, without any action by the Company, the Guarantor or the Trustee, upon (i) satisfaction and discharge of the Indenture in accordance with Article 4 of the Indenture or (ii) Defeasance with respect to all of the outstanding Securities in accordance with Article 13 of the Indenture.

Upon any such occurrence specified in this Section 2.3, if requested by the Company, the Trustee shall, at the Company’s expense, execute any documents reasonably requested by the Company in order to evidence such release and discharge.

CONSENT TO JURISDICTION.

(a) By the execution and delivery of this Fifth Supplemental Indenture, the Guarantor

(1) acknowledges that it has irrevocably designated and appointed CT Corporation System, 28 Liberty Street, New York, New York, 10005, as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Securities or the Guarantee that may be instituted under U.S. federal or state securities laws in any federal or New York state court located in The City of New York, or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation and appointment,

(2) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, and

(3) agrees that service of process upon CT Corporation System and written notice of said service to the Guarantor as specified in Section 105 of the Original Indenture shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as any of the Securities shall be outstanding.

(b) The Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto. The Guarantor irrevocably waives, to the fullest extent permitted by law, the defenses of an inconvenient forum to the maintenance of such action, suit or proceeding in any such court.

4. EFFECT AND OPERATION OF THIS FIFTH SUPPLEMENTAL INDENTURE. Except as modified and amended by this Fifth Supplemental Indenture, all provisions of the Indenture shall remain in full force and effect. This Fifth Supplemental Indenture relates to each series of Securities. This Fifth Supplemental Indenture shall become effective immediately upon its execution and delivery.

5. GOVERNING LAW. THIS FIFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

6. COUNTERPARTS. The parties may sign any number of copies of this Fifth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

8. SEVERABILITY. In case any provision in this Fifth Supplemental Indenture (including the Guarantee provided herein) or in the Original Indenture as supplemented hereby shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

9. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Guarantor.

10. TRUST INDENTURE ACT. If and to the extent that any provision of this Fifth Supplemental Indenture limits, qualifies or conflicts with another provision of this Fifth Supplemental Indenture or the Indenture that is required to be included by the TIA, the provision required by the TIA shall control.

11. NO PERSONAL LIABILITY. No director, manager, officer, employee, incorporator, stockholder or shareholder of the Company or the Guarantor, as such, shall have any liability for any of the obligations of the Company or the Guarantor under the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Securities waives and releases all such liability.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed and attested, all as of the date first above written.


NEWFIELD EXPLORATION COMPANY , as Issuer

By:		/s/ David G. Hill
		Name: David G. Hill
		Title: Vice-President

ENCANA CORPORATION , as Guarantor

By:		/s/ Sherri A. Brillon
		Name: Sherri A. Brillon
		Title: Executive Vice-President & Chief Financial Officer

By:		/s/ Nancy L. Brennan
		Name: Nancy L. Brennan
		Title: Corporate Secretary

[Signature Page to Fifth Supplemental Indenture]


U. S. BANK NATIONAL ASSOCIATION , as Trustee

By:		/s/ Alejandro Hoyos
		Name: Alejandro Hoyos
		Title: Vice President

[Signature Page to Fifth Supplemental Indenture]

Exhibit 4.6

THIRD SUPPLEMENTAL INDENTURE

THIRD SUPPLEMENTAL INDENTURE (the “ Supplemental Indenture ”), dated as of March 1, 2019 by and among Encana Corporation, a corporation amalgamated and existing under the laws of Canada (the “ Corporation ”), Newfield Exploration Company, a Delaware corporation, as guarantor (the “ Guarantor ”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee under the Indenture referred to below (the “ Trustee ”).

WHEREAS, the Corporation (as successor by amalgamation to Alberta Energy Company Ltd.) and the Trustee are parties to that certain indenture, dated as of September 15, 2000 (as amended and supplemented, the “ Indenture ”), under which the Corporation may issue from time to time unsecured debentures, notes or other evidences of indebtedness in an unlimited aggregate principal amount issuable in one or more series as provided therein and pursuant to which the Corporation’s 8.125% Notes due 2030 and 7.375% Notes due 2031 (collectively, the “ Securities ”), which together constitute all of the issued and outstanding series of securities issued pursuant to the Indenture as of the date hereof, were issued;

WHEREAS, Section 901(8) of the Indenture provides that without the consent of any Holders, the Corporation, when authorized by or pursuant to a Board Resolution, and the Trustee, may enter into one or more indentures supplemental thereto, for the purpose of making any provisions with respect to matters arising under the Indenture; provided such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect;

WHEREAS, the Guarantor, a wholly-owned indirect subsidiary of the Corporation, desires to fully and unconditionally guarantee the due and punctual payment of the principal of, premium, if any, and interest on the Securities (the “Guarantee”) issued by the Corporation; and

WHEREAS, the entry into of this Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Indenture, and all things necessary to make this Supplemental Indenture a valid agreement of the Corporation, the Guarantor and the Trustee in accordance with its terms have been done.

NOW, THEREFORE, for and in consideration of the premises contained herein, it is mutually covenanted and agreed for the benefit of all Holders of the Securities as follows:

1. Definitions . All capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Indenture.

2. Guarantee .

2.1.

Agreement to Guarantee.

The Guarantor hereby fully and unconditionally guarantees to each Holder of Securities, the due and punctual payment of the principal of, premium, if any, and interest on the Securities, and the due and punctual payment of any Additional Amounts that may be payable with respect to such Securities, when and as the same shall become due and payable, whether on the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms hereof and of the Indenture. In case of the failure of the Corporation punctually to make any such payment of principal, premium, if any, or interest, or any Additional Amounts that may be payable with respect to the Securities, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Corporation.

circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of the Securities, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Corporation, any right to require a proceeding first against the Corporation, protest or notice with respect to the Securities or the indebtedness evidenced thereby, or with respect to any Additional Amounts that may be payable with respect to the Securities and all demands whatsoever, and covenants that its obligations under this Section 2.1 will not be discharged except by statute of limitation or payment in full of the principal of, premium, if any, and interest on and any Additional Amounts that may be payable with respect to the Securities.

The Guarantor shall be subrogated to all rights of each Holder of the Securities, the Trustee and any Paying Agent against the Corporation in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Section 2.1; provided, however, that until the principal of, premium, if any, and interest on all Securities issued under the Indenture and Additional Amounts with respect to such Securities shall have been paid in full, such rights shall be exercised and enforced by the Guarantor only in such manner and on such terms as the Trustee may require or approve.

Any term or provision of the Indenture and this Supplemental Indenture to the contrary notwithstanding, the maximum aggregate amount of the Securities guaranteed hereunder by the Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the Guarantor without rendering the Guarantee, as it relates to the Guarantor, voidable under applicable law relating to fraudulent conveyance, fraudulent transfer, corporate benefit, financial assistance or similar laws affecting the rights of creditors generally.

By executing this Supplemental Indenture, the Guarantor acknowledges and agrees that the obligations to compensate, reimburse, and indemnify the Trustee under the Indenture shall apply to the Guarantor and that the Guarantor and the Corporation, jointly and severally, are obligated to compensate, reimburse, and indemnify the Trustee in accordance with the terms of the Indenture.

2.2.

Execution and Delivery.

To evidence its Guarantee set forth in Section 2.1 hereof, the Guarantor hereby agrees that this Supplemental Indenture shall be executed on behalf of the Guarantor by one or more authorized officers or persons holding an equivalent title.

2.3.

Release of Guarantee.

(1)

such time as the Guarantor no longer has outstanding any debt securities guaranteed by the Corporation, whether because such debt securities have matured or have been redeemed or repurchased and cancelled, or otherwise;

(2)

satisfaction and discharge of the Indenture in accordance with Article 4 of the Indenture; or

(3)

defeasance of the Securities in accordance with Article 14 of the Indenture.

Upon any such occurrence specified in this Section 2.3, if requested by the Corporation, the Trustee shall, at the Corporation’s expense, execute any documents reasonably requested by the Corporation in order to evidence such release and discharge.

3. Effect . This Supplemental Indenture shall become effective upon its execution and delivery by the parties hereto.

4. Responsibility of Trustee . The Trustee shall not be responsible for the validity as to the Corporation or sufficiency of this Supplemental Indenture or as to the due execution hereof by the Corporation or as to recitals of fact contained herein, all of which are made solely by the Corporation.

5. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

6. Counterparts . This Supplemental Indenture may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same document.

7. Effect on Indenture . This Supplemental Indenture shall form a part of the Indenture for all purposes and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. Except as expressly set forth herein, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.

8. Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.

9. Severability . In case any provision in this Supplemental Indenture (including the Guarantee provided herein) or in the Indenture as supplemented hereby shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

10. Trust Indenture Act . If and to the extent that any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision of this Supplemental Indenture or the Indenture that is required to be included by the Trust Indenture Act, the provision required by the Trust Indenture Act shall control.

[ Remainder of page intentionally left blank .]

IN WITNESS WHEREOF, the parties have executed this Supplemental Indenture as of the date first above written.


ENCANA CORPORATION , as Issuer

By:		/s/ Sherri A. Brillon
Name: Sherri A. Brillon
Title: Executive Vice-President & Chief Financial Officer

By:		/s/ Nancy L. Brennan
Name: Nancy L. Brennan
Title: Corporate Secretary

NEWFIELD EXPLORATION COMPANY , as Guarantor

By:		/s/ David G. Hill
Name: David G. Hill
Title: Vice-President

[ Signature Page to Third Supplemental Indenture to 2000 Indenture ]


THE BANK OF NEW YORK MELLON , as Trustee

By:		/s/ Bhawna Dhayal
Name: Bhawna Dhayal
Title: Authorized Signatory

[ Signature Page to Third Supplemental Indenture to 2000 Indenture ]

Exhibit 4.7

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE (the “ Supplemental Indenture ”), dated as of March 1, 2019 by and among Encana Corporation, a corporation amalgamated and existing under the laws of Canada (the “ Corporation ”), Newfield Exploration Company, a Delaware corporation, as guarantor (the “ Guarantor ”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee under the Indenture referred to below (the “ Trustee ”).

WHEREAS, the Corporation and the Trustee are parties to that certain indenture, dated as of October 2, 2003 (as amended or supplemented, the “ Indenture ”), under which the Corporation may issue from time to time unsecured debentures, notes or other evidences of indebtedness in an unlimited aggregate principal amount issuable in one or more series as provided therein and pursuant to which the Corporation’s 6.50% Notes due 2034 (the “ Securities ”), which constitute all of the issued and outstanding series of securities issued pursuant to the Indenture as of the date hereof, were issued;

WHEREAS, Section 901(11) of the Indenture provides that without the consent of any Holders, the Corporation, when authorized by or pursuant to a Board Resolution, and the Trustee, may enter into one or more indentures supplemental thereto, for the purpose of making any provisions with respect to matters arising under the Indenture; provided such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect;

NOW, THEREFORE, for and in consideration of the premises contained herein, it is mutually covenanted and agreed for the benefit of all Holders of the Securities as follows:

1. Definitions . All capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Indenture.

2. Guarantee .

2.1.

Agreement to Guarantee.

The Guarantor hereby fully and unconditionally guarantees to each Holder of Securities, the due and punctual payment of the principal of, premium, if any, and interest on the Securities, and the due and punctual payment of any Additional Amounts that may be payable with respect to such Securities, when and as the same shall become due and payable, whether on the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms hereof and of the Indenture. In case of the failure of the Corporation punctually to make any such payment of principal, premium, if any, or interest, or any Additional Amounts that may be payable with respect to the Securities, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Corporation.

however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of the Securities, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Corporation, any right to require a proceeding first against the Corporation, protest or notice with respect to the Securities or the indebtedness evidenced thereby, or with respect to any Additional Amounts that may be payable with respect to the Securities and all demands whatsoever, and covenants that its obligations under this Section 2.1 will not be discharged except by statute of limitation or payment in full of the principal of, premium, if any, and interest on and any Additional Amounts that may be payable with respect to the Securities.

2.2.

Execution and Delivery.

2.3.

Release of Guarantee.

(1)

(2)

satisfaction and discharge of the Indenture in accordance with Article 4 of the Indenture; or

(3)

defeasance of the Securities in accordance with Article 14 of the Indenture.

3. Effect . This Supplemental Indenture shall become effective upon its execution and delivery by the parties hereto.

5. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

6. Counterparts . This Supplemental Indenture may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same document.

8. Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.

[ Remainder of page intentionally left blank .]

IN WITNESS WHEREOF, the parties have executed this Supplemental Indenture as of the date first above written.


ENCANA CORPORATION , as Issuer

By:		/s/ Sherri A. Brillon
Name: Sherri A. Brillon
Title: Executive Vice-President & Chief Financial Officer

By:		/s/ Nancy L. Brennan
Name: Nancy L. Brennan
Title: Corporate Secretary

NEWFIELD EXPLORATION COMPANY , as Guarantor

By:		/s/ David G. Hill
Name: David G. Hill
Title: Vice-President

[ Signature Page to First Supplemental Indenture to 2003 Indenture ]


THE BANK OF NEW YORK MELLON , as Trustee

By:		/s/ Bhawna Dhayal
Name: Bhawna Dhayal
Title: Authorized Signatory

[ Signature Page to First Supplemental Indenture to 2003 Indenture ]

Exhibit 4.8

FIFTH SUPPLEMENTAL INDENTURE

FIFTH SUPPLEMENTAL INDENTURE (the “ Supplemental Indenture ”), dated as of March 1, 2019 by and among Encana Corporation, a corporation amalgamated and existing under the laws of Canada (the “ Corporation ”), Newfield Exploration Company, a Delaware corporation, as guarantor (the “ Guarantor ”), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “ Trustee ”).

WHEREAS, the Corporation (as successor by amalgamation to PanCanadian Petroleum Limited) and the Trustee (as successor trustee to The Bank of Nova Scotia Trust Company of New York) are parties to that certain indenture, dated as of November 5, 2001 (as amended and supplemented, the “ Indenture ”), under which the Corporation may issue from time to time unsecured debentures, notes or other evidences of indebtedness in an unlimited aggregate principal amount issuable in one or more series as provided therein and pursuant to which the Corporation’s 7.2% Notes due 2031 (the “ Securities ”), which constitute all of the issued and outstanding series of securities issued pursuant to the Indenture as of the date hereof, were issued;

WHEREAS, Section 901(9) of the Indenture provides that without the consent of any Holders, the Corporation, when authorized by or pursuant to a Board Resolution, and the Trustee, may enter into one or more indentures supplemental thereto, for the purpose of making any provisions with respect to matters arising under the Indenture; provided such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect;

NOW, THEREFORE, for and in consideration of the premises contained herein, it is mutually covenanted and agreed for the benefit of all Holders of the Securities as follows:

1. Definitions . All capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Indenture.

2. Guarantee .

2.1.

Agreement to Guarantee.

The Guarantor hereby fully and unconditionally guarantees to each Holder of Securities, the due and punctual payment of the principal of, premium, if any, and interest on the Securities, and the due and punctual payment of any Additional Amounts that may be payable with respect to such Securities, when and as the same shall become due and payable, whether on the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms hereof and of the Indenture. In case of the failure of the Corporation punctually to make any such payment of principal, premium, if any, or interest, or any Additional Amounts that may be payable with respect to the Securities, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Corporation.

2.2.

Execution and Delivery.

2.3.

Release of Guarantee.

(1)

(2)

satisfaction and discharge of the Indenture in accordance with Article 4 of the Indenture; or

(3)

defeasance of the Securities in accordance with Article 14 of the Indenture.

3. Effect . This Supplemental Indenture shall become effective upon its execution and delivery by the parties hereto.

5. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

6. Counterparts . This Supplemental Indenture may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same document.

8. Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.

[ Remainder of page intentionally left blank .]

IN WITNESS WHEREOF, the parties have executed this Supplemental Indenture as of the date first above written.


ENCANA CORPORATION , as Issuer

By:		/s/ Sherri A. Brillon
Name: Sherri A. Brillon
Title: Executive Vice-President & Chief Financial Officer

By:		/s/ Nancy L. Brennan
Name: Nancy L. Brennan
Title: Corporate Secretary

NEWFIELD EXPLORATION COMPANY , as Guarantor

By:		/s/ David G. Hill
Name: David G. Hill
Title: Vice-President

[ Signature Page to Fifth Supplemental Indenture to 2001 Indenture ]


THE BANK OF NEW YORK MELLON , as Trustee

By:		/s/ Bhawna Dhayal
Name: Bhawna Dhayal
Title: Authorized Signatory

[ Signature Page to Fifth Supplemental Indenture to 2001 Indenture ]

Exhibit 4.9

FIRST SUPPLEMENTAL INDENTURE

WHEREAS, the Corporation and the Trustee are parties to that certain indenture, dated as of August 13, 2007 (as amended or supplemented, the “ Indenture ”), under which the Corporation may issue from time to time unsecured debentures, notes or other evidences of indebtedness in an unlimited aggregate principal amount issuable in one or more series as provided therein and pursuant to which the Corporation’s 6.50% Notes due 2019, 6.625% Notes due 2037 and 6.50% Notes due 2038 (collectively, the “ Securities ”), which together constitute all of the issued and outstanding series of securities issued pursuant to the Indenture as of the date hereof, were issued;

NOW, THEREFORE, for and in consideration of the premises contained herein, it is mutually covenanted and agreed for the benefit of all Holders of the Securities as follows:

1. Definitions . All capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Indenture.

2. Guarantee .

2.1.

Agreement to Guarantee.

The Guarantor hereby fully and unconditionally guarantees to each Holder of Securities, the due and punctual payment of the principal of, premium, if any, and interest on the Securities, and the due and punctual payment of any Additional Amounts that may be payable with respect to such Securities, when and as the same shall become due and payable, whether on the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms hereof and of the Indenture. In case of the failure of the Corporation punctually to make any such payment of principal, premium, if any, or interest, or any Additional Amounts that may be payable with respect to the Securities, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Corporation.

2.2.

Execution and Delivery.

2.3.

Release of Guarantee.

(1)

(2)

satisfaction and discharge of the Indenture in accordance with Article 4 of the Indenture; or

(3)

defeasance of the Securities in accordance with Article 14 of the Indenture.

3. Effect . This Supplemental Indenture shall become effective upon its execution and delivery by the parties hereto.

5. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

6. Counterparts . This Supplemental Indenture may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same document.

8. Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.

[ Remainder of page intentionally left blank .]

IN WITNESS WHEREOF, the parties have executed this Supplemental Indenture as of the date first above written.


ENCANA CORPORATION , as Issuer

By:		/s/ Sherri A. Brillon
Name: Sherri A. Brillon
Title: Executive Vice-President & Chief Financial Officer

By:		/s/ Nancy L. Brennan
Name: Nancy L. Brennan
Title: Corporate Secretary

NEWFIELD EXPLORATION COMPANY , as Guarantor

By:		/s/ David G. Hill
Name: David G. Hill
Title: Vice-President

[ Signature Page to First Supplemental Indenture to 2007 Indenture ]


THE BANK OF NEW YORK MELLON , as Trustee

By:		/s/ Bhawna Dhayal
Name: Bhawna Dhayal
Title: Authorized Signatory

[ Signature Page to First Supplemental Indenture to 2007 Indenture ]

Exhibit 4.10

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE (the “ Supplemental Indenture ”), dated as of March 1, 2019 by and among Encana Corporation, a corporation amalgamated and existing under the laws of Canada (the “ Corporation ”), Newfield Exploration Company, a Delaware corporation, as guarantor (the “ Guarantor ”), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “ Trustee ”).

WHEREAS, the Corporation and the Trustee are parties to that certain indenture, dated as of November 14, 2011 (as amended and supplemented, the “ Indenture ”), under which the Corporation may issue from time to time unsecured debentures, notes or other evidences of indebtedness in an unlimited aggregate principal amount issuable in one or more series as provided therein and pursuant to which the Corporation’s 3.90% Notes due 2021 and 5.15% Notes due 2041 (collectively, the “ Securities ”), which together constitute all of the issued and outstanding series of securities issued pursuant to the Indenture as of the date hereof, were issued;

WHEREAS, Section 901(10) of the Indenture provides that without the consent of any Holders, the Corporation, when authorized by or pursuant to a Board Resolution, and the Trustee, may enter into one or more indentures supplemental thereto, for the purpose of making any provisions with respect to matters arising under the Indenture; provided such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect;

NOW, THEREFORE, for and in consideration of the premises contained herein, it is mutually covenanted and agreed for the benefit of all Holders of the Securities as follows:

1. Definitions . All capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Indenture.

2. Guarantee .

2.1.

Agreement to Guarantee.

The Guarantor hereby fully and unconditionally guarantees to each Holder of Securities, the due and punctual payment of the principal of, premium, if any, and interest on the Securities, and the due and punctual payment of any Additional Amounts that may be payable with respect to such Securities, when and as the same shall become due and payable, whether on the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms hereof and of the Indenture. In case of the failure of the Corporation punctually to make any such payment of principal, premium, if any, or interest, or any Additional Amounts that may be payable with respect to the Securities, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Corporation.

of the Guarantor, increase the principal amount of the Securities, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Corporation, any right to require a proceeding first against the Corporation, protest or notice with respect to the Securities or the indebtedness evidenced thereby, or with respect to any Additional Amounts that may be payable with respect to the Securities and all demands whatsoever, and covenants that its obligations under this Section 2.1 will not be discharged except by statute of limitation or payment in full of the principal of, premium, if any, and interest on and any Additional Amounts that may be payable with respect to the Securities.

2.2.

Execution and Delivery.

2.3.

Release of Guarantee.

(1)

(2)

satisfaction and discharge of the Indenture in accordance with Article 4 of the Indenture; or

(3)

defeasance of the Securities in accordance with Article 14 of the Indenture.

3. Effect . This Supplemental Indenture shall become effective upon its execution and delivery by the parties hereto.

5. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

6. Counterparts . This Supplemental Indenture may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same document.

8. Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.

[ Remainder of page intentionally left blank .]

IN WITNESS WHEREOF, the parties have executed this Supplemental Indenture as of the date first above written.


ENCANA CORPORATION, as Issuer

By:		/s/ Sherri A. Brillon
Name:		Sherri A. Brillon
Title:		Executive Vice-President & Chief Financial Officer

By:		/s/ Nancy L. Brennan
Name:		Nancy L. Brennan
Title:		Corporate Secretary


NEWFIELD EXPLORATION COMPANY , as Guarantor

By:		/s/ David G. Hill
Name:		David G. Hill
Title:		Vice-President

[Signature Page to First Supplemental Indenture to 2011 Indenture]


THE BANK OF NEW YORK MELLON , as Trustee
By:		/s/ Bhawna Dhayal
Name:		Bhawna Dhayal
Title:		Authorized Signatory

[ Signature Page to First Supplemental Indenture to 2011 Indenture ]

Exhibit 4.11

NEWFIELD EXPLORATION COMPANY

GUARANTEE

THIS GUARANTEE is made as of March 1, 2019

WHEREAS the Guarantor is a Subsidiary of the Borrower;

AND WHEREAS the Guarantor has agreed to provide a guarantee with respect to the Credit Facility provided by the Lenders pursuant to the Credit Agreement;

NOW THEREFORE , in consideration of the covenants and agreements herein contained, and other good and valuable consideration (the receipt and sufficiency of which are hereby conclusively acknowledged), the Guarantor hereby covenants and agrees with the Beneficiaries as follows:

ARTICLE 1- INTERPRETATION

1.1

Definitions

(a)

In this Guarantee and the recitals hereto, unless something in the subject matter or context is inconsistent therewith:

“Beneficiaries” means, collectively, the Lenders and the Agent, and “Beneficiary” means any of the foregoing.

“Beneficiaries’ Counsel” means the firm of Norton Rose Fulbright Canada LLP or such other firm of legal counsel as the Agent may from time to time designate in accordance with the Credit Agreement.

“Borrower” means Encana Corporation and its successors.

“Credit Agreement” means the restated credit agreement made as of July 16, 2015, as amended by a first amending agreement made as of March 28, 2018, between the Borrower, as borrower, Royal Bank of Canada and such other persons as become parties thereto, as lenders, and Royal Bank of Canada as agent of such lenders, as the same may be further amended, modified, supplemented or restated from time to time in accordance with the provisions thereof.

“Default Rate” means a rate per annum that is equal to (i) in respect of amounts due in Canadian Dollars, the rate of interest then payable under the Credit Agreement on Prime Loans plus 1.0% per annum or (ii) in respect of amounts due in US Dollars, the rate of interest then payable under the Credit Agreement on USBR Loans plus 1.0% per annum.

“Guarantee” means this guarantee, as amended, modified, supplemented or restated from time to time in accordance with the provisions hereof.

“ Guarantor ” means Newfield Exploration Company and its successors.

“Obligations” means, collectively and at any time and from time to time, all of the obligations, indebtedness and liabilities (present or future, absolute or contingent, matured or not) of the Borrower to the Agent and the Lenders under, pursuant or relating to the Credit Agreement and the other Loan Documents (other than this Guarantee) and including all Outstandings and all interest, commissions, legal and other costs, charges and expenses payable by the Borrower under the Credit Agreement and such other Loan Documents, whether the same are from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred again.

(b)

Capitalized words and phrases used in this Guarantee and the recitals hereto without express definition herein shall, unless something in the subject matter or context is inconsistent therewith, have the same defined meanings as are ascribed to such words and phrases in the Credit Agreement. For certainty, if the Credit Agreement ceases to be in force for any reason whatsoever, then for all purposes hereof the aforementioned capitalized words and phrases shall continue to have the same defined meanings set forth in the Credit Agreement as if such agreement remained in force in the form immediately prior to its ceasing to be in force.

1.2

Headings

The division of this Guarantee into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Guarantee. The terms “this Guarantee”, “hereof, “hereunder” and similar expressions refer to this Guarantee and not to any particular Article, Section or other portion hereof and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Guarantee.

1.3

Number; persons; including

Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders and vice versa and words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations and vice versa and words and terms denoting inclusiveness (such as “include” or “includes” or “including”), whether or not so stated, are not limited by their context or by the words or phrases which precede or succeed them.

1.4

Interest Act (Canada)

(a)

Whenever a rate of interest hereunder is calculated on the basis of a year (the “deemed year”) which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for the purposes of the Interest Act (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year.

(b)

THE GUARANTOR ACKNOWLEDGES AND CONFIRMS THAT: (A) THE CREDIT AGREEMENT, INCLUDING ARTICLE 5 THEREOF AND THE CONSTITUENT DEFINITIONS THEREIN AND UNDER THIS GUARANTEE AND THE OTHER LOAN DOCUMENTS RELATING TO INTEREST AND OTHER AMOUNTS PAYABLE HEREUNDER AND THEREUNDER, SATISFIES THE REQUIREMENTS OF SECTION 4 OF THE INTEREST ACT (CANADA) TO THE EXTENT THAT SUCH SECTION 4 OF THE INTEREST ACT (CANADA) APPLIES TO THE EXPRESSION, STATEMENT OR CALCULATION OF ANY RATE OF INTEREST OR OTHER RATE PER ANNUM HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT; AND (B) THE GUARANTOR IS ABLE TO CALCULATE THE YEARLY RATE OR PERCENTAGE OF INTEREST PAYABLE UNDER ANY LOAN DOCUMENT BASED ON THE METHODOLOGY SET OUT HEREIN AND UNDER THE OTHER LOAN DOCUMENTS, INCLUDING ARTICLE 5 OF THE CREDIT AGREEMENT AND THE CONSTITUENT DEFINITIONS THEREIN AND UNDER THIS GUARANTEE AND THE OTHER LOAN DOCUMENTS RELATING TO INTEREST AND OTHER AMOUNTS PAYABLE HEREUNDER AND THEREUNDER.

(c)

THE GUARANTOR HEREBY IRREVOCABLY AGREES NOT TO PLEAD OR ASSERT, WHETHER BY WAY OF DEFENCE OR OTHERWISE, IN ANY PROCEEDING RELATING TO THE LOAN DOCUMENTS, THAT THE INTEREST PAYABLE UNDER THE LOAN DOCUMENTS AND THE CALCULATION THEREOF HAS NOT BEEN ADEQUATELY DISCLOSED TO THE BORROWER, ANY SUBSIDIARY OR THE GUARANTOR, WHETHER PURSUANT TO SECTION 4 OF THE INTEREST ACT (CANADA), OR ANY OTHER APPLICABLE LAW OR LEGAL PRINCIPLE.

1.5

Nominal Rates

The principle of deemed reinvestment of interest shall not apply to any interest calculation under this Guarantee; all interest payments to be made hereunder shall be paid without allowance or deduction for deemed reinvestment or otherwise, before and after demand, default and judgment. The rates of interest specified in this Guarantee are intended to be nominal rates and not effective rates and any interest calculated hereunder shall be calculated using the nominal rate method and not the effective rate method of calculation.

ARTICLE 2 – GUARANTEE

2.1

Guarantee of Obligations

The Guarantor hereby unconditionally and irrevocably guarantees to the Beneficiaries the payment and performance of all of the Obligations, together with interest thereon as provided in Section 5.4.

2.2

Indemnity

If any or all of the Obligations are not duly paid or performed by the Borrower or any Subsidiary, as applicable, and are not recoverable under Section 2.1 for any reason whatsoever, the Guarantor will, as a separate and distinct obligation, indemnify and save harmless the Beneficiaries from and against all losses resulting from the failure of the Borrower or such Subsidiary to pay and perform such Obligations.

2.3

Guarantor as Principal Obligor

If any or all of the Obligations are not duly paid or performed by the Borrower or any Subsidiary, as applicable, and are not recoverable under Section 2.1 or the Beneficiaries are not indemnified under Section 2.2, in each case, for any reason whatsoever, such Obligations shall, as a separate and distinct obligation, be recoverable by the Beneficiaries from the Guarantor as the primary obligor and principal debtor in respect thereof and shall be paid to the Beneficiaries forthwith after demand therefor as provided herein.

2.4

Guarantee Absolute and Unconditional

The liability and obligations of the Guarantor hereunder shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, limited or otherwise affected by:

(a)

any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of any Obligation, security, person or otherwise, including any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release of any of the Obligations, covenants or undertakings of the Borrower and its Subsidiaries under the Loan Documents;

(b)

any modification or amendment of or supplement to the Obligations;

(c)

any loss of or in respect of any security held by or on behalf of the Beneficiaries, whether occasioned by the fault of the Beneficiaries or otherwise, including any release, non-perfection or invalidity of any such security;

(d)

any change in the existence, structure, constitution, name, control or ownership of the Borrower, any Subsidiary or any other person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Subsidiary or any other person or their respective assets;

(e)

the existence of any set-off, counterclaim, claim or other right which the Guarantor, the Borrower or any Subsidiary may have at any time against the Beneficiaries or any other person, whether in connection with the Credit Agreement, this Guarantee, any other Loan Document or any unrelated transaction;

(f)

any provision of Applicable Law purporting to prohibit or limit the payment by the Borrower or any Subsidiary, as applicable, of any Obligation, and the foregoing is hereby waived by the Guarantor to the extent permitted under Applicable Law;

(g)

any limitation, postponement, prohibition, subordination or other restriction on the right of a Beneficiary or any other person on behalf of a Beneficiary to payment of the Obligations;

(h)

any release, substitution or addition of any other guarantor of the Obligations;

(i)

any defence arising by reason of any failure of any Beneficiary or any other person on a Beneficiary’s behalf to make any presentment, demand, or protest or to give any other notice, including notice of all of the following: acceptance of this Guarantee, partial payment or nonpayment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations;

(j)

any defence arising by reason of any failure of a Beneficiary or any other person on behalf of a Beneficiary to proceed against the Borrower, any Subsidiary or any other person, or to apply or exhaust any security held from the Borrower, any Subsidiary or any other person for the Obligations, to proceed against, apply or exhaust any security held from the Guarantor or any other person, or to pursue any other remedy available to the Beneficiaries or any other person on behalf of the Beneficiaries;

(k)

any defence arising by reason of the invalidity, illegality or lack of enforceability of the Obligations or any part thereof or of any security or guarantee in support thereof, or by reason of any incapacity, lack of authority, or other defence of the Borrower, any Subsidiary or any other person, or by reason of any limitation, postponement or prohibition on a Beneficiary’s or other person on behalf of a Beneficiary’s rights to payment, or the cessation from any cause whatsoever of the liability of the Borrower, any Subsidiary or any other person with respect to all or any part of the Obligations (other than irrevocable payment to the Beneficiaries in full, in cash, of the Obligations), or by reason of any act or omission of the Beneficiaries or others which directly or indirectly results in the discharge or release of the Borrower, any Subsidiary or any other person or of all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise;

(l)

any defence arising by reason of the failure by a Beneficiary or any other person on behalf of a Beneficiary to obtain, register, perfect or maintain any security in or upon any property of the Borrower, any Subsidiary or any other person, or by reason of any interest of the Beneficiaries or any other person on behalf of the Beneficiaries in any property, whether as owner thereof or as holder of security therein or thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment of any right or recourse to collateral;

(m)

any defence arising by reason of the failure of the Beneficiaries or any other person on behalf of the Beneficiaries to marshal assets;

(n)

to the extent permitted under Applicable Law, any defence based upon any failure of the Beneficiaries or any other person on behalf of the Beneficiaries to give to the Borrower, any Subsidiary or the Guarantor notice of any sale or other disposition of any property securing any or all of the Obligations or any other guarantee thereof, or any notice that may be given in connection with any sale or other disposition of any such property;

(o)

any defence based upon or arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower, any Subsidiary or any other person, including any discharge or bar against collection of any of the Obligations; or

(p)

any other law, event or circumstance or any other act or failure to act or delay of any kind by the Borrower, any Subsidiary, the Beneficiaries or any other person, which might, but for the provisions of this Section, constitute a legal or equitable defence to or discharge, limitation or reduction of the Guarantor’s obligations hereunder, other than as a result of the payment or extinguishment in full of the Obligations.

The foregoing provisions apply and the foregoing waivers, to the extent permitted under Applicable Law, shall be effective even if the effect of any action or failure to take action by the Beneficiaries or any other person on behalf of the Beneficiaries is to destroy or diminish the Guarantor’s subrogation rights, the Guarantor’s right to proceed against the Borrower or any Subsidiary for reimbursement, the Guarantor’s right to recover contribution from any other guarantor or any other right or remedy of the Guarantor.

ARTICLE 3 – DEALINGS WITH THE BORROWER, THE SUBSIDIARIES AND OTHERS

3.1

No Release

The Beneficiaries, without releasing, discharging, limiting or otherwise affecting in whole or in part the Guarantor’s liability and obligations hereunder, may:

(a)

grant time, renewals, extensions, indulgences, releases and discharges to the Borrower, any Subsidiary or any other guarantor or endorser;

(b)

take or abstain from taking security or collateral from the Borrower, any Subsidiary or any other guarantor or endorser or from perfecting security or collateral of the Borrower, any Subsidiary or any other guarantor or endorser;

(c)

accept compromises from the Borrower, any Subsidiary or any other guarantor or endorser;

(d)

subject to the Credit Agreement and the other Loan Documents, apply all money at any time received from the Borrower or any Subsidiary or from security upon such part of the Obligations as the Beneficiaries may see fit or change any such application in whole or in part from time to time as the Beneficiaries may see fit; or

(e)

otherwise deal with the Borrower, any Subsidiary and all other persons and security as the Beneficiaries may see fit.

3.2

No Exhaustion of Remedies

The Beneficiaries shall not be bound or obligated to exhaust their recourse against the Borrower, any Subsidiary or other persons or any securities or collateral it may hold or take any other action (other than to make demand pursuant to Article 5) before the Beneficiaries shall be entitled to demand, enforce and collect payment from the Guarantor hereunder.

3.3

Evidence of Obligations

Any account settled or stated in writing by or between a Beneficiary or the Beneficiaries, as the case may be, and the Borrower or any Subsidiary, as applicable, shall be prima facie evidence that the balance or amount thereof appearing due to the same is so due.

3.4

No Set-off

In any claim by the Beneficiaries against the Guarantor hereunder, the Guarantor shall not claim or assert any set-off, counterclaim, claim or other right that any of the Borrower, any Subsidiary or the Guarantor may have against one or more of the Beneficiaries.

ARTICLE 4 – TERM OF GUARANTEE

4.1

Continuing Guarantee

This Guarantee shall be a continuing guarantee and shall continue to be effective even if at any time any payment of any of the Obligations is rendered unenforceable or is rescinded or must otherwise be returned by any Beneficiary for any reason whatsoever (including the insolvency, bankruptcy or reorganization of the Borrower or any Subsidiary, as applicable), all as though such payment had not been made.

4.2

Revival of Indebtedness

If at any time, all or any part of any payment previously received by a Beneficiary and applied to any Obligation must be rescinded or returned by such Beneficiary for any reason whatsoever (including the insolvency, bankruptcy or reorganization of the Borrower or any Subsidiary, as applicable), such Obligation shall, for the purpose of this Guarantee, to the extent that such payment must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application by such Beneficiary, and this Guarantee shall continue to be effective or be reinstated, as the case may be, as to such Obligation as though such application by such Beneficiary had not been made.

4.3

Release of Guarantee

If the Guarantor is released from its guarantee of the due and punctual payment of the principal of, premium, if any, and interest on the Borrower’s (i) 6.50% notes due May 15, 2019, (ii) 3.90% notes due November 15, 2021, (iii) 8.125% notes due September 15, 2030, (iv) 7.20% notes due November 1, 2031, (v) 7.375% notes due November 1, 2031, (vi) 6.50% notes due August 15, 2034, (vii) 6.625% notes due August 15, 2037, (viii) 6.50% notes due February 1, 2038, and (ix) 5.15% notes due November 15, 2041 (other than as a result of any payment being made under such guarantee), then, upon the request of the Borrower or the Guarantor for the release of this Guarantee and provided that no Default or Event of Default has occurred and is continuing or would result from such release, this Guarantee shall also be released (and the Agent shall promptly execute such documents and instruments as the Borrower or the Guarantor may reasonably request to evidence such release).

ARTICLE 5 – DEMAND FOR PAYMENT, EXPENSES AND INTEREST

5.1

Demand for Payment

The Beneficiaries shall be entitled to make demand upon the Guarantor at any time during the continuance of an Event of Default and upon any such demand the Beneficiaries may treat all Obligations as due and payable and may forthwith collect from the Guarantor all Obligations. The Guarantor shall make payment to or performance in favour of the Beneficiaries of all Obligations forthwith after demand therefor is made upon the Guarantor by the Beneficiaries as aforesaid.

5.2

Stay of Acceleration

If acceleration of the time for payment of any amount payable by the Borrower or any Subsidiary, as applicable, in respect of the Obligations is stayed upon the insolvency, bankruptcy, arrangement or reorganization of the Borrower or such Subsidiary or any moratorium affecting the payment of the Obligations, all such amounts that would otherwise be subject to acceleration shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Beneficiaries.

5.3

Expenses

The Guarantor shall pay to the Beneficiaries all reasonable out of pocket costs and expenses, including all reasonable legal fees (on a solicitor and his own client basis) and other expenses incurred by the Beneficiaries from time to time in the enforcement, realization and collection of or in respect of this Guarantee. All such amounts shall be payable by the Guarantor on demand by the Beneficiaries.

5.4

Interest

Any payment obligation comprised in the Obligations guaranteed hereunder which is not paid when due hereunder shall bear interest, to the extent not already included in the Obligations, both before and after default or judgment, from the date of demand pursuant to Section 5.1 to the date of payment at the rate or rates provided in the relevant Loan Document for such Obligations or, in the event no such rate is provided for therein, at a rate per annum that is equal to the Default Rate. Any other amounts payable pursuant hereto, including pursuant to Section 5.3, which are not paid when due hereunder shall bear interest, both before and after default or judgment, from the date of demand pursuant to Section 5.1 to the date of payment or reimbursement thereof by the Guarantor at a rate per annum that is equal to the Default Rate. All such interest shall accrue daily and shall be payable by the Guarantor on demand by the Beneficiaries.

ARTICLE 6 – SUBROGATION

6.1

Subrogation

(a)

Until all Obligations have been irrevocably paid in full in cash, the Guarantor shall have no right of subrogation to, and waives to the fullest extent permitted by Applicable Law, any right to enforce any remedy which the Beneficiaries now have or may hereafter have against the Borrower or any Subsidiary, as applicable, in respect of the Obligations, and until such time the Guarantor waives any benefit of, and any right to participate in, any security, now or hereafter held by the Beneficiaries for the Obligations.

(b)

If (i) the Guarantor performs or makes payment to the Beneficiaries of all amounts owing by the Guarantor under this Guarantee, and (ii) the Obligations are performed and irrevocably paid in full then the Beneficiaries will, at the Guarantor’s request, execute and deliver to the Guarantor appropriate documents, without recourse and without representation and warranty, necessary to evidence the transfer by subrogation to the Guarantor of the Beneficiaries’ interest in the Obligations and any security held therefor resulting from such performance or payment by the Guarantor.

ARTICLE 7 – REPRESENTATIONS AND WARRANTIES; COVENANTS

7.1

Representations and Warranties

The Guarantor represents and warrants as follows to each of the Beneficiaries and acknowledges and confirms that each of the Beneficiaries is relying upon such representations and warranties:

(a)

Status and Authority

It is a corporation duly incorporated and existing under the laws of Delaware and has all authority, capacity and powers and all material Governmental Authorizations required to carry on its business as now conducted.

(b)

Valid Authorization

The execution, delivery and performance by the Guarantor of this Guarantee (i) is within the Guarantor’s authority, capacity and power, (ii) has been duly authorized by all necessary corporate and other action, (iii) requires no Governmental Authorization or action by or in respect of, or filing with, any Governmental Authority, and (iv) does not contravene or constitute a default under any provision of Applicable Law, or any agreement or any judgment, injunction, order, decree or other instrument binding upon the Guarantor or result in the creation or imposition of any security on any asset of the Guarantor or any of its Subsidiaries.

(c)

Enforceability of Guarantee

This Guarantee constitutes a valid and legally binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms subject to applicable bankruptcy, insolvency and other laws of general application limiting the enforceability of creditors’ rights and to the fact that equitable remedies are only available in the discretion of the court.

(d)

Interest Act (Canada ^- ) Representations and Warranties

(i)

This Guarantee, including Section 1.4 hereof, the Credit Agreement, including Article 5 thereof, and the constituent definitions herein and under the other Loan Documents relating to interest and other amounts payable hereunder and thereunder, satisfies the requirements of section 4 of the Interest Act (Canada) to the extent that such section 4 of the Interest Act (Canada) applies to the expression, statement or calculation of any rate of interest or other rate per annum hereunder or under any other Loan Document.

(ii)

The Guarantor is able to calculate the yearly rate or percentage of interest payable under any Loan Document based on the methodology set out herein and under the other Loan Documents, including Section 1.4 hereof, Article 5 of the Credit Agreement and the constituent definitions herein and under the other Loan Documents relating to interest and other amounts payable hereunder and thereunder.

7.2

Effective Time of Repetition

All representations and warranties, when repeated or deemed to be repeated hereunder, shall be construed with reference to the facts and circumstances existing at the time of repetition, unless they are stated herein to be made as at the date hereof.

7.3

Nature of Representations and Warranties

The representations and warranties set out in this Guarantee or deemed to be made pursuant hereto shall survive the execution and delivery of this Guarantee notwithstanding any investigations or examinations which may be made by the Beneficiaries or Beneficiaries’ Counsel. Such representations and warranties shall survive until this Guarantee has been terminated.

7.4

Covenants Contained in the Credit Agreement and Other Loan Documents

The Guarantor hereby covenants and agrees with the Beneficiaries that the Guarantor shall observe, perform and comply with any and all of the covenants of the Borrower and its Subsidiaries contained in the Credit Agreement or other Loan Documents that the Borrower or such other Subsidiary agrees that the Guarantor (as a Subsidiary or otherwise) shall observe, perform and comply with.

ARTICLE 8 – [RESERVED]

ARTICLE 9 – GENERAL

9.1

Waiver of Notices

The Guarantor hereby waives promptness, diligence, presentment, demand of payment, notice of acceptance and any other notice with respect to this Guarantee and the obligations guaranteed hereunder, except for the demand pursuant to Section 5.1.

9.2

Benefit of the Guarantee

This Guarantee shall enure to the benefit of the respective successors and permitted assigns of the Beneficiaries and be binding upon the successors of the Guarantor.

9.3

Foreign Currency Obligations

The Guarantor shall make payment relative to each Obligation in the currency (the “original currency”) in which the Borrower or any Subsidiary, as applicable, is required to pay such Obligation. If the Guarantor makes payment relative to any Obligation to the Beneficiaries in a currency (the “other currency”) other than the original currency (whether voluntarily or pursuant to an order or judgment of a court or tribunal of any jurisdiction), such payment shall constitute a discharge of the liability of the Guarantor hereunder in respect of such Obligation only to the extent of the amount of the original currency which the Beneficiaries are able to purchase with the amount of other currency they receive on the date of receipt in accordance with normal practice. If the amount of the original currency which the Beneficiaries are able to purchase is less than the amount of such currency originally due in respect of the relevant Obligation, the Guarantor shall indemnify and save the Beneficiaries harmless from and against any loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Guarantee, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Beneficiaries and shall continue in full force and effect notwithstanding any judgment or order in respect of any amount due hereunder or under any judgment or order. A certificate of a Beneficiary as to any such loss or damage shall constitute prima facie evidence thereof, in the absence of manifest error.

9.4

Payment Net of Withholding Taxes

Except as permitted by Section 6.3 of the Credit Agreement, the Guarantor shall make all payments required hereunder, whether by way of principal, interest or otherwise, without withholding any Taxes except as permitted by Section 6.3 of the Credit Agreement. If the Guarantor is required by law to deduct any withholding Taxes from or in respect of any amounts payable under this Guarantee, the provisions of Section 6.3 of the Credit Agreement shall apply, mutatis mutandis.

9.5

No Waiver; Remedies

No failure on the part of the Beneficiaries to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude the other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

9.6

Severability

If any provision of this Guarantee is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect. To the extent permitted by applicable law the Guarantor hereby waives any provision of law that renders any provision hereof prohibited or unenforceable in any respect.

9.7

Amendments and Waivers

Any provision of this Guarantee may be amended, waived or a consent given in respect thereof with the concurrence of the Guarantor and the Agent on behalf of the Beneficiaries. Any waiver and any consent by the Agent on behalf of the Beneficiaries under any provision of this Guarantee must be in writing signed by the Agent and may be given subject to any conditions thought fit by the Agent. Any waiver or consent shall be effective only in the instance and for the purpose for which it is given.

9.8

Additional Guarantees

This Guarantee is in addition and without prejudice to any other guarantees now or hereafter held by the Beneficiaries or any person on behalf of the Beneficiaries and any other rights or remedies they might have.

9.9

Notices

Any demand, notice or other communication (hereinafter in this Section referred to as a “Communication”) to be given in connection with this Guarantee shall be given in writing and may be given by personal delivery, facsimile or by registered mail addressed to the recipient as follows:

To the Agent on behalf of the Beneficiaries as follows:

Royal Bank of Canada, as Agent

4 ^th Floor, 20 King Street West

Toronto, Ontario M5H 1C4

Attention: Manager, Agency Services Group

Facsimile No.: (416) 842-4023

To the Guarantor:

Newfield Exploration Company

c/o Encana Corporation

500 Centre Street S.E.

P.O. Box 2850

Calgary, Alberta T2P 25S

Attention: Treasury Department

Facsimile: (403) 645-4613

or such other address or electronic communication number as may be designated by notice by any party to the other. Any Communication given by personal delivery or facsimile transmission shall be conclusively deemed to have been given on the day of actual delivery or transmittal thereof and, if given by registered mail, on the third day following the deposit thereof in the mail. If the party giving any Communication knows or ought reasonably to know of any difficulties with the postal system which might affect the delivery of mail, any such Communication shall not be mailed but shall be given by personal delivery or facsimile transmission.

9.10

Assignment

The rights of the Beneficiaries under this Guarantee may be assigned by the Beneficiaries in accordance with the provisions of the Credit Agreement and without the consent of the Borrower, its Subsidiaries or the Guarantor during the continuance of an Event of Default and, at all other times, with the prior written consent of the Guarantor (such consent not to be unreasonably withheld). Subject to Section 10.2(o) of the Credit Agreement, the Guarantor may not assign its obligations under this Guarantee without the prior written consent of the Agent (which consent may be withheld in its sole discretion).

9.11

Time of Essence

Time is of the essence with respect to this Guarantee and the time for performance of the obligations of the Guarantor under this Guarantee may be strictly enforced by the Beneficiaries.

9.12

Financial Condition of the Borrower and the Subsidiaries

The Guarantor is fully aware of the financial condition of the Borrower and each of the Subsidiaries and acknowledges that it shall receive a benefit from the Beneficiaries entering into the Loan Documents to which the Beneficiaries are a party. The Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s and each of the Subsidiaries’ financial condition and assets, and of all other circumstances bearing upon the risk of non-payment or non-performance of the Obligations and the nature, scope and extent of the risks which Guarantor assumes and incurs hereunder, and agrees that the Beneficiaries shall not have a duty to advise Guarantor of information known to any of them regarding such circumstances or risks.

9.13

Acknowledgement of Documentation

The Guarantor hereby acknowledges receipt of a true and complete copy of the Loan Documents and all of the terms and conditions thereof.

9.14

Entire Agreement

This Guarantee, the Credit Agreement and the other Loan Documents constitute the entire agreement between the Beneficiaries and the Guarantor with respect to the subject matter hereof and cancel and supersede any prior understandings and agreements between such parties with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, expressed, implied or statutory, between such parties other than as expressly set forth herein or therein.

9.15

Governing Law

This Guarantee shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.

9.16

Attornment

The Guarantor and each of the Beneficiaries hereby attorn and submit to the non-exclusive jurisdiction of the courts of the Province of Alberta in regard to legal proceedings relating to this Guarantee. For the purpose of all such legal proceedings, the courts of the Province of Alberta shall have jurisdiction to entertain any action arising under this Guarantee. Notwithstanding the foregoing, nothing in this Section shall be construed nor operate to limit the right of the Guarantor or the Beneficiaries to commence any action relating hereto in any other jurisdiction, nor to limit the right of the courts of any other jurisdiction to take jurisdiction over any action or matter relating hereto.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF the Guarantor has executed this Guarantee.


NEWFIELD EXPLORATION COMPANY

By:		/s/ David G. Hill
		Name: David G. Hill
		Title: Vice-President

By:		/s/ Andrew L. Rogers
		Name: Andrew L. Rogers
		Title: Vice-President

[Signature Page to Guarantee – Newfield Exploration Company]