THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE (the Supplemental Indenture), dated as of January 27, 2020 by and among Ovintiv Inc., a Delaware corporation, as issuer (the Corporation), Newfield Exploration Company, a Delaware corporation, as guarantor (the Existing Guarantor or Newfield), Ovintiv Canada ULC, an unlimited liability corporation existing under the laws of British Columbia, Canada, as guarantor (the New Guarantor and together with the Existing Guarantor, the Guarantors), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the Trustee).
WHEREAS, the Corporation (which became the successor issuer under the Indenture (as defined below) pursuant to a second supplemental indenture, dated as of January 24, 2020, among the Corporation, Encana Corporation, the Existing Guarantor and the Trustee) 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 Corporations 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;
WHEREAS, the Existing Guarantor has heretofore executed and delivered to the Trustee a first supplemental indenture, dated March 1, 2019, to the Indenture pursuant to which the Existing Guarantor agreed to fully and unconditionally guarantee (the Existing Guarantee) the due and punctual payment of the principal of, premium, if any, and interest on the Securities;
WHEREAS, the New Guarantor, a wholly-owned subsidiary of the Corporation, desires to fully and unconditionally guarantee, jointly and severally with the Existing Guarantor, the due and punctual payment of the principal of, premium, if any, and interest on the Securities (the Guarantee and together with the Existing Guarantee, the Guarantees) of the Corporation;
WHEREAS, Newfield has outstanding the following series of debt securities: (i) 53/4% senior notes due 2022 (the 2022 Newfield Notes); (ii) 55/8% senior notes due 2024 (the 2024 Newfield Notes); and (iii) 53/8% senior notes due 2026 (the 2026 Newfield Notes and together with the 2022 Newfield Notes and the 2024 Newfield Notes, the Newfield Notes), pursuant to an indenture (the Newfield Indenture), dated as of February 28, 2001, among Newfield 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;
WHEREAS, the New Guarantor has fully and unconditionally guaranteed the due and punctual payment of the principal of, premium, if any, and interest on the Newfield Notes, pursuant to a fifth supplemental indenture, dated as of March 1, 2019, to the Newfield Indenture; 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 Guarantors and the Trustee in accordance with its terms have been done.