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 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 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.
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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.
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 Supplemental Indenture, any failure to enforce the provisions of the Securities, the Indenture or this Supplemental Indenture, or any waiver, modification or indulgence granted to the Corporation 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