NEWFIELD EXPLORATION COMPANY
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
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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.
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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.