SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (the Supplemental Indenture), dated as of January 24, 2020 (the Effective Date), by and among Encana Corporation, a corporation amalgamated and existing under the laws of Canada, as issuer, Ovintiv Inc., a Canadian corporation, as successor issuer (the Successor Issuer) (which corporation will be domesticated as a Delaware corporation under the Delaware General Corporation Law in the internal corporate reorganization referred to below), 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). For purposes of this Supplemental Indenture, the term Original Issuer refers to (i) prior to the Continuance and Conversion (as defined below), Encana Corporation and (ii) after the Continuance and Conversion, Ovintiv Canada ULC, an unlimited liability corporation under the British Columbia Business Corporations Act.
WHEREAS, the Original Issuer and the Trustee are parties to that certain indenture, dated as of November 14, 2011 (as amended and supplemented, the Indenture), pursuant to which the Original Issuer issued its 3.90% Notes due 2021 and its 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;
WHEREAS, pursuant to the First Supplemental Indenture to the Indenture, dated as of March 1, 2019, the Guarantor fully and unconditionally guaranteed the due and punctual payment of the principal of, premium if any, and interest on the Securities;
WHEREAS, the Original Issuer will effect an internal corporate reorganization pursuant to which, on the Effective Date, among other things, (i) prior to the Effective Time (as defined below) (a) the Successor Issuer will become the parent company of the Original Issuer, (b) the Original Issuer will continue from a Canada Business Corporations Act corporation to a limited liability corporation under the British Columbia Business Corporations Act, convert from a limited liability corporation to an unlimited liability corporation under the British Columbia Business Corporations Act, and change its name to Ovintiv Canada ULC (collectively, such continuance, conversion and name change, the Continuance and Conversion) and (c) the Original Issuer will transfer certain of its properties and assets to the Successor Issuer (which will constitute a transfer of substantially all of the Original Issuers property and assets to the Successor Issuer as contemplated by Section 801 of the Indenture (the Transfer)) and (ii) following the Effective Time, the Successor Issuer will be domesticated as a Delaware corporation under the Delaware General Corporation Law and cease to be a Canadian corporation under the Canada Business Corporations Act;
WHEREAS, contemporaneously with the Transfer, (i) pursuant to Section 801 of the Indenture, the Successor Issuer shall assume the Original Issuers obligation for the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all the Securities and the performance and observance of every covenant of the Indenture on the part of the Original Issuer to be performed or observed and (ii) pursuant to Section 802 of the Indenture, the Successor Issuer shall succeed to, and be substituted for, and may exercise every right and power of, the Original Issuer under the Indenture with the same effect as if the Successor Issuer had been named as the Corporation in the Indenture and the Original Issuer shall be discharged of all obligations and covenants under the Indenture and the Securities (the Succession);
WHEREAS, Section 901(1) of the Indenture provides that without the consent of any Holders, the Original Issuer, when authorized by or pursuant to a Board Resolution, and the Trustee, may enter into one or more indentures supplemental thereto to evidence the succession of another Person to the Original Issuer and the assumption by any such successor of the covenants of the Original Issuer contained in the Indenture and in the Securities;