8-K

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): January 27, 2020

Ovintiv Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-39191	84-4427672
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
Suite 370 – 17th Street, Suite 1700 Denver, Colorado		80202
(Address of principal executive offices)		(Zip Code)

(303) 623-2300

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	OVV	New York Stock Exchange

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 January 24, 2020, Encana Corporation (now known as Ovintiv Canada ULC following the Reorganization (as defined below), and referred to herein as “Encana” or “Ovintiv Canada”) completed its previously announced reorganization transactions (the “Reorganization”), pursuant to which, among other things, Ovintiv Inc. (“Ovintiv”) became the parent company of Encana and its subsidiaries. In addition, as previously reported, in connection with the Reorganization, Ovintiv assumed Encana’s obligations under the Ovintiv Indentures (as defined below) and the Ovintiv Notes (as defined below) pursuant to supplemental indentures (the “Assumption Supplemental Indentures”) to the Ovintiv Indentures.

As further described below, Ovintiv and Ovintiv Canada have entered into supplemental indentures pursuant to which and subject to the terms thereof (i) Ovintiv has fully and unconditionally guaranteed payment on the Newfield Notes (as defined below) and (ii) Ovintiv Canada has fully and unconditionally guaranteed payment on the Ovintiv Notes (as defined below).

Supplemental Indentures

(a) Ovintiv guarantee of Newfield’s outstanding notes

On January 27, 2020, Ovintiv, as (new) guarantor, entered into a sixth supplemental indenture (the “Newfield Supplemental Indenture”) with Newfield, as issuer, Ovintiv Canada, as (existing) guarantor, 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 Ovintiv agreed to fully and unconditionally guarantee (the “Ovintiv 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 Ovintiv Guarantee shall be automatically and unconditionally released and discharged, and Ovintiv shall be automatically and unconditionally released and discharged from all of its obligations under the Ovintiv Guarantee and its obligations under the Newfield Indenture, without any action by Newfield, Ovintiv 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 Ovintiv 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 description of the Newfield Supplemental Indenture does not purport to be complete and is qualified in its entirety by the actual Newfield Supplemental Indenture, 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 Newfield Indenture has been previously 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.

(b) Ovintiv Canada guarantee of Ovintiv’s outstanding notes

On January 27, 2020, Ovintiv Canada, as (new) guarantor, Ovintiv, as issuer, Newfield, as (existing) guarantor and The Bank of New York Mellon, as trustee (“BNYM”), entered into: (i) the fifth supplemental indenture (the “2000 Supplemental Indenture”), to the indenture, dated as of September 15, 2000 (as amended and supplemented, the “2000 Indenture”), between Ovintiv (as successor issuer) and BNYM, as trustee; (ii) the third supplemental indenture (the “2003 Supplemental Indenture”) to the indenture, dated as of October 2, 2003 (as amended and supplemented, the “2003 Indenture”), between Ovintiv (as successor issuer) and BNYM, as trustee; (iii) the seventh supplemental indenture (the “2001 Supplemental Indenture”) to the indenture, dated as of November 5, 2001 (as amended and supplemented, the “2001 Indenture”), between Ovintiv (as successor issuer) and BNYM, as successor trustee to The Bank of Nova Scotia Trust Company of New York; (iv) the third supplemental indenture (the “2007 Supplemental Indenture”) to the indenture, dated as of August 13, 2007 (as amended and supplemented, the “2007 Indenture”), between Ovintiv (as successor issuer) and BNYM, as trustee; and (v) the third supplemental indenture (the “2011 Supplemental Indenture” and together with the 2000 Supplemental Indenture, the 2003 Supplemental Indenture, the 2001 Supplemental Indenture and the 2007 Supplemental Indenture, the “Ovintiv Supplemental Indentures”) to the indenture, dated as of November 14, 2011 (as amended and supplemented, the “2011 Indenture” and together with the 2000 Indenture, the 2003 Indenture, the 2001 Indenture and the 2007 Indenture, the “Ovintiv Indentures”), between Encana and BNYM, as trustee.

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

Each Ovintiv Supplemental Indenture provides that the applicable Ovintiv Canada Guarantee shall be automatically and unconditionally released and discharged, and Ovintiv Canada shall be automatically and unconditionally released and discharged from all of its obligations under such Ovintiv Canada Guarantee and its obligations under the applicable Ovintiv Indenture, without any action by Ovintiv, Ovintiv Canada or BNYM, upon the occurrence of any of the following: (i) such time as Ovintiv Canada’s guarantees of the Newfield Notes are released and discharged, whether because such Newfield Notes have matured or have been redeemed or repurchased and cancelled, or otherwise; (ii) satisfaction and discharge of such Ovintiv Indenture, in accordance with the terms thereof; or (iii) legal defeasance of the applicable Ovintiv Notes, in accordance with the terms of such Ovintiv Indenture. All other material terms of the Ovintiv Indentures and the Ovintiv Notes remain unchanged.

Each Ovintiv Indenture provides for customary events of default, which are applicable to the Ovintiv Canada Guarantees. These customary events of default, which are set forth in Article 5 of each Ovintiv Indenture, include but are not limited to nonpayment of principal or interest, breach of covenants in the applicable Ovintiv 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 Ovintiv Notes of the affected series may declare such Ovintiv Notes to be immediately due and payable.

The foregoing descriptions of the Ovintiv Supplemental Indentures do not purport to be complete and are qualified in their entirety by the actual Ovintiv 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 Ovintiv 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 and copies of the Assumption Supplemental Indentures have been previously filed as exhibits to Ovintiv’s Current Report on Form 8-K filed with the Commission on January 28, 2020.

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 Sixth Supplemental Indenture, dated as of January 27, 2020, among Ovintiv Inc., as Guarantor, Newfield Exploration Company, as Issuer, Ovintiv Canada ULC, as Guarantor, and U.S. Bank National Association (as successor to Wachovia Bank, National Association (formerly First Union National Bank)), as Trustee, to the Senior Indenture

4.2 Fifth Supplemental Indenture, dated as of January 27, 2020, among Ovintiv Canada ULC, as Guarantor, Ovintiv Inc., as Issuer, Newfield Exploration Company, as Guarantor, and The Bank of New York Mellon to the Indenture, dated as of September 15, 2000 between Ovintiv Inc. (as successor issuer) and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee

4.3 Third Supplemental Indenture, dated as of January 27, 2020, among Ovintiv Canada ULC, as Guarantor, Ovintiv Inc., as Issuer, Newfield Exploration Company, as Guarantor, and The Bank of New York Mellon to the Indenture, dated as of October 2, 2003, between Ovintiv Inc. (as successor issuer) and The Bank of New York Mellon, as Trustee

4.4 Seventh Supplemental Indenture, dated as of January 27, 2020, among Ovintiv Canada ULC, as Guarantor, Ovintiv Inc., as Issuer, Newfield Exploration Company, as Guarantor, and The Bank of New York Mellon to the Indenture, dated as of November 5, 2001, between Ovintiv Inc. (as successor issuer) and The Bank of New York Mellon, as successor Trustee to The Bank of Nova Scotia Trust Company of New York

4.5 Third Supplemental Indenture, dated as of January 27, 2020, among Ovintiv Canada ULC, as Guarantor, Ovintiv Inc., as Issuer, Newfield Exploration Company, as Guarantor, and The Bank of New York Mellon to the Indenture, dated as of August 13, 2007, between Ovintiv Inc. (as successor issuer) and The Bank of New York Mellon, as Trustee

4.6 Third Supplemental Indenture, dated as of January 27, 2020, among Ovintiv Canada ULC, as Guarantor, Ovintiv Inc., as Issuer, Newfield Exploration Company, as Guarantor, and The Bank of New York Mellon to the Indenture, dated as of November 14, 2011, between Ovintiv Inc. (as successor issuer) and The Bank of New York Mellon, as Trustee

EXHIBIT INDEX

4.1 Sixth Supplemental Indenture, dated as of January  27, 2020, among Ovintiv Inc., as Guarantor, Newfield Exploration Company, as Issuer, Ovintiv Canada ULC, as Guarantor, and U.S. Bank National Association (as successor to Wachovia Bank, National Association (formerly First Union National Bank)), as Trustee, to the Senior Indenture

4.2 Fifth Supplemental Indenture, dated as of January  27, 2020, among Ovintiv Canada ULC, as Guarantor, Ovintiv Inc., as Issuer, Newfield Exploration Company, as Guarantor, and The Bank of New York Mellon to the Indenture, dated as of September  15, 2000 between Ovintiv Inc. (as successor issuer) and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee

4.3 Third Supplemental Indenture, dated as of January  27, 2020, among Ovintiv Canada ULC, as Guarantor, Ovintiv Inc., as Issuer, Newfield Exploration Company, as Guarantor, and The Bank of New York Mellon to the Indenture, dated as of October  2, 2003, between Ovintiv Inc. (as successor issuer) and The Bank of New York Mellon, as Trustee

4.4 Seventh Supplemental Indenture, dated as of January  27, 2020, among Ovintiv Canada ULC, as Guarantor, Ovintiv Inc., as Issuer, Newfield Exploration Company, as Guarantor, and The Bank of New York Mellon to the Indenture, dated as of November  5, 2001, between Ovintiv Inc. (as successor issuer) and The Bank of New York Mellon, as successor Trustee to The Bank of Nova Scotia Trust Company of New York

4.5 Third Supplemental Indenture, dated as of January  27, 2020, among Ovintiv Canada ULC, as Guarantor, Ovintiv Inc., as Issuer, Newfield Exploration Company, as Guarantor, and The Bank of New York Mellon to the Indenture, dated as of August  13, 2007, between Ovintiv Inc. (as successor issuer) and The Bank of New York Mellon, as Trustee

4.6 Third Supplemental Indenture, dated as of January  27, 2020, among Ovintiv Canada ULC, as Guarantor, Ovintiv Inc., as Issuer, Newfield Exploration Company, as Guarantor, and The Bank of New York Mellon to the Indenture, dated as of November  14, 2011, between Ovintiv Inc. (as successor issuer) and The Bank of New York Mellon, as Trustee

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.

Date: January 28, 2020

Ovintiv Inc.
By:	/s/ Dawna I. Gibb
Name: Title:	Dawna I. Gibb Assistant Corporate Secretary

EX-4.1

Exhibit 4.1

OVINTIV INC.,

as Guarantor

and

OVINTIV CANADA ULC,

as Guarantor

and

NEWFIELD EXPLORATION COMPANY,

as Issuer

and

U. S. BANK NATIONAL ASSOCIATION,

as Trustee

SIXTH SUPPLEMENTAL INDENTURE

dated as of January 27, 2020

to Senior Indenture dated as of February 28, 2001

Providing for the New Guarantee

SIXTH SUPPLEMENTAL INDENTURE

SIXTH SUPPLEMENTAL INDENTURE (this “Sixth Supplemental Indenture”), dated as of January 27, 2020, to the Indenture referred to below, among Newfield Exploration Company, a Delaware corporation, as issuer (the “Company”), Ovintiv Inc., a Delaware corporation, as guarantor (the “New Guarantor”), Ovintiv Canada ULC, an unlimited liability corporation existing under the laws of British Columbia, Canada (formerly known as Encana Corporation prior to Encana Corporation’s continuance from a Canada Business Corporations Act corporation to a limited liability corporation under the British Columbia Business Corporations Act, conversion from a limited liability corporation to an unlimited liability corporation under the British Columbia Business Corporations Act and change of name from “Encana Corporation” to “Ovintiv Canada ULC”), as guarantor (the “Existing Guarantor” and together with the New Guarantor, the “Guarantors”), 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”) (A) 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”) and (B) the fifth supplemental indenture (the “Fifth Supplemental Indenture”), dated as of March 1, 2019, 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, 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 New Guarantor 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”) issued by the Company, a wholly-owned indirect subsidiary of the New Guarantor;

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WHEREAS, the Company has requested that the Trustee execute and deliver this Sixth 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 Sixth Supplemental Indenture and to make it a valid and binding obligation of the Company and the Guarantors have been done or performed and the Trustee is authorized to execute and deliver this Sixth 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 Guarantors 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 New Guarantor hereby fully and unconditionally guarantees, jointly and severally with the Existing Guarantor, 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 New 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 New 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 Sixth Supplemental Indenture, any failure to enforce the provisions of the Securities, the Indenture or this Sixth 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 New 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 New 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.

3

The New 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 New 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 New 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 Sixth Supplemental Indenture to the contrary notwithstanding, the maximum aggregate amount of the Securities guaranteed hereunder by the New Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the New Guarantor without rendering the Guarantee, as it relates to the New 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 Sixth Supplemental Indenture, the New Guarantor acknowledges and agrees that the obligations to compensate, reimburse, and indemnify the Trustee under the Indenture shall apply to the New Guarantor and that the Guarantors 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 New Guarantor hereby agrees that this Sixth Supplemental Indenture shall be executed on behalf of the New Guarantor by one or more authorized officers or persons holding an equivalent title.

The New 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 New 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 New 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.

4

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

4.    ACKNOWLEDGMENT OF EXISTING GUARANTOR. The Existing Guarantor hereby acknowledges the Fifth Supplemental Indenture, and the Existing Guarantee provided thereunder, and acknowledges that the Guarantees are joint and several obligations of the Guarantors.

5.    GOVERNING LAW. THIS SIXTH 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 Sixth 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 Sixth 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 Sixth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company, the New Guarantor and the Existing Guarantor.

10.    TRUST INDENTURE ACT. If and to the extent that any provision of this Sixth Supplemental Indenture limits, qualifies or conflicts with another provision of this Sixth 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 Guarantors, as such, shall have any liability for any of the obligations of the Company or the Guarantors 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]

5

IN WITNESS WHEREOF, the parties hereto have caused this Sixth 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
OVINTIV CANADA ULC, as Guarantor
By:	/s/ H. Jason Verhaest
	Name:	H. Jason Verhaest
	Title:	Treasurer
By:	/s/ Jeremy P. Frydman
	Name:	Jeremy P. Frydman
	Title:	Assistant Treasurer

[Signature Page to Sixth Supplemental Indenture]

OVINTIV INC., as Guarantor
By:	/s/ Corey D. Code
	Name:	Corey D. Code
	Title:	Executive Vice-President & Chief Financial Officer
By:	/s/ Joanne L. Alexander
	Name:	Joanne L. Alexander
	Title:	Executive Vice-President, General Counsel & Corporate Secretary

[Signature Page to Sixth Supplemental Indenture]

U. S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Alejandro Hoyos
	Name:	Alejandro Hoyos
	Title:	Vice President

[Signature Page to Sixth Supplemental Indenture]

EX-4.2

Exhibit 4.2

FIFTH SUPPLEMENTAL INDENTURE

FIFTH 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 (formerly known as The Bank of New York), 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 fourth 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 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 Existing Guarantor has heretofore executed and delivered to the Trustee a third 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) 5^3/4% senior notes due 2022 (the “2022 Newfield Notes”); (ii) 5^5/8% senior notes due 2024 (the “2024 Newfield Notes”); 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”), 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.

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 New Guarantor hereby fully and unconditionally guarantees, jointly and severally with the Existing Guarantor, 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 New 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 New 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 of the New 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 New 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 New 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 New 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 New 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 New Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the New Guarantor without rendering the Guarantee, as it relates to the New 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 New Guarantor acknowledges and agrees that the obligations to compensate, reimburse, and indemnify the Trustee under the Indenture shall apply to the New Guarantor and that the Guarantors and the Corporation, jointly and severally, are obligated to compensate, reimburse, and indemnify the Trustee in accordance with the terms of the Indenture.

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2.2. Execution and Delivery.

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

The New 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 New 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 Corporation, the New Guarantor or the Trustee, upon the occurrence of any of the following:

(1) such time as the New Guarantor’s guarantees of the Newfield Notes are released and discharged, whether because such Newfield Notes 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, the New Guarantor or the Existing Guarantor or sufficiency of this Supplemental Indenture or as to the due execution hereof by the Corporation, the New Guarantor or the Existing Guarantor or as to recitals of fact contained herein, all of which are made solely by the Corporation, the New Guarantor and the Existing Guarantor.

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.    Acknowledgment of Existing Guarantor. The Existing Guarantor hereby acknowledges the Third Supplemental Indenture, and the Existing Guarantee provided thereunder, and acknowledges that the Guarantees are joint and several obligations of the Guarantors.

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

10.    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.

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11.    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.]

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

OVINTIV INC., as Issuer
By:	/s/ Corey D. Code
Name:	Corey D. Code
Title:	Executive Vice-President & Chief Financial Officer
By:	/s/ Joanne L. Alexander
Name:	Joanne L. Alexander
Title:	Executive Vice-President, General Counsel & Corporate Secretary

[Signature Page to Fifth Supplemental Indenture to 2000 Indenture (Guarantee)]

OVINTIV CANADA ULC, as Guarantor
By:	/s/ H. Jason Verhaest
Name:	H. Jason Verhaest
Title:	Treasurer
By:	/s/ Jeremy P. Frydman
Name:	Jeremy P. Frydman
Title:	Assistant Treasurer
NEWFIELD EXPLORATION COMPANY, as Guarantor
By:	/s/ David G. Hill
Name:	David G. Hill
Title:	Vice-President

[Signature Page to Fifth Supplemental Indenture to 2000 Indenture (Guarantee)]

THE BANK OF NEW YORK MELLON, as Trustee
By:	/s/ Wanda Camacho
Name: Title:	Wanda Camacho Vice President

[Signature Page to Fifth Supplemental Indenture to 2000 Indenture (Guarantee)]

EX-4.3

Exhibit 4.3

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 (formerly known as The Bank of New York), 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 October 2, 2003 (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 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;

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) 5^3/4% senior notes due 2022 (the “2022 Newfield Notes”); (ii) 5^5/8% senior notes due 2024 (the “2024 Newfield Notes”); 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”), 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.

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 New Guarantor hereby fully and unconditionally guarantees, jointly and severally with the Existing Guarantor, 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 New 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 New 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 of the New 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 New 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 New 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 New 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 New 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 New Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the New Guarantor without rendering the Guarantee, as it relates to the New 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 New Guarantor acknowledges and agrees that the obligations to compensate, reimburse, and indemnify the Trustee under the Indenture shall apply to the New Guarantor and that the Guarantors 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 New Guarantor hereby agrees that this Supplemental Indenture shall be executed on behalf of the New Guarantor by one or more authorized officers or persons holding an equivalent title.

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The New 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 New 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 Corporation, the New Guarantor or the Trustee, upon the occurrence of any of the following:

(1) such time as the New Guarantor’s guarantees of the Newfield Notes are released and discharged, whether because such Newfield Notes 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, the New Guarantor or the Existing Guarantor or sufficiency of this Supplemental Indenture or as to the due execution hereof by the Corporation, the New Guarantor or the Existing Guarantor or as to recitals of fact contained herein, all of which are made solely by the Corporation, the New Guarantor and the Existing Guarantor.

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.    Acknowledgment of Existing Guarantor. The Existing Guarantor hereby acknowledges the First Supplemental Indenture, and the Existing Guarantee provided thereunder, and acknowledges that the Guarantees are joint and several obligations of the Guarantors.

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

10.    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.

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11.    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.]

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

OVINTIV INC., as Issuer
By:	/s/ Corey D. Code
Name:	Corey D. Code
Title:	Executive Vice-President & Chief Financial Officer
By:	/s/ Joanne L. Alexander
Name:	Joanne L. Alexander
Title:	Executive Vice-President, General Counsel & Corporate Secretary

[Signature Page to Third Supplemental Indenture to 2003 Indenture (Guarantee)]

OVINTIV CANADA ULC, as Guarantor
By:	/s/ H. Jason Verhaest
Name:	H. Jason Verhaest
Title:	Treasurer
By:	/s/ Jeremy P. Frydman
Name:	Jeremy P. Frydman
Title:	Assistant Treasurer
NEWFIELD EXPLORATION COMPANY, as Guarantor
By:	/s/ David G. Hill
Name:	David G. Hill
Title:	Vice-President

[Signature Page to Third Supplemental Indenture to 2003 Indenture (Guarantee)]

THE BANK OF NEW YORK MELLON, as Trustee
By:	/s/ Wanda Camacho
Name: Title:	Wanda Camacho Vice President

[Signature Page to Third Supplemental Indenture to 2003 Indenture (Guarantee)]

EX-4.4

Exhibit 4.4

SEVENTH SUPPLEMENTAL INDENTURE

SEVENTH 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 sixth supplemental indenture, dated as of January 24, 2020, among the Corporation, Encana Corporation, the Existing Guarantor and the Trustee) 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;

WHEREAS, the Existing Guarantor has heretofore executed and delivered to the Trustee a fifth 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) 5^3/4% senior notes due 2022 (the “2022 Newfield Notes”); (ii) 5^5/8% senior notes due 2024 (the “2024 Newfield Notes”); 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”), 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.

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 New Guarantor hereby fully and unconditionally guarantees, jointly and severally with the Existing Guarantor, 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 New 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 New 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 of the New 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 New 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 New 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 New 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 New 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 New Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the New Guarantor without rendering the Guarantee, as it relates to the New 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 New Guarantor acknowledges and agrees that the obligations to compensate, reimburse, and indemnify the Trustee under the Indenture shall apply to the New Guarantor and that the Guarantors 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 New Guarantor hereby agrees that this Supplemental Indenture shall be executed on behalf of the New Guarantor by one or more authorized officers or persons holding an equivalent title.

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The New 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 New 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 Corporation, the New Guarantor or the Trustee, upon the occurrence of any of the following:

(1) such time as the New Guarantor’s guarantees of the Newfield Notes are released and discharged, whether because such Newfield Notes 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, the New Guarantor or the Existing Guarantor or sufficiency of this Supplemental Indenture or as to the due execution hereof by the Corporation, the New Guarantor or the Existing Guarantor or as to recitals of fact contained herein, all of which are made solely by the Corporation, the New Guarantor and the Existing Guarantor.

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.    Acknowledgment of Existing Guarantor. The Existing Guarantor hereby acknowledges the Fifth Supplemental Indenture, and the Existing Guarantee provided thereunder, and acknowledges that the Guarantees are joint and several obligations of the Guarantors.

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

10.    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.

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11.    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.]

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

OVINTIV INC., as Issuer
By:	/s/ Corey D. Code
Name:	Corey D. Code
Title:	Executive Vice-President & Chief Financial Officer
By:	/s/ Joanne L. Alexander
Name:	Joanne L. Alexander
Title:	Executive Vice-President, General Counsel & Corporate Secretary

[Signature Page to Seventh Supplemental Indenture to 2001 Indenture (Guarantee)]

OVINTIV CANADA ULC, as Guarantor
By:	/s/ H. Jason Verhaest
Name:	H. Jason Verhaest
Title:	Treasurer
By:	/s/ Jeremy P. Frydman
Name:	Jeremy P. Frydman
Title:	Assistant Treasurer
NEWFIELD EXPLORATION COMPANY, as Guarantor
By:	/s/ David G. Hill
Name:	David G. Hill
Title:	Vice-President

[Signature Page to Seventh Supplemental Indenture to 2001 Indenture (Guarantee)]

THE BANK OF NEW YORK MELLON, as Trustee
By:	/s/ Wanda Camacho
Name: Title:	Wanda Camacho Vice President

[Signature Page to Seventh Supplemental Indenture to 2001 Indenture (Guarantee)]

EX-4.5

Exhibit 4.5

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 (formerly known as The Bank of New York), 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 August 13, 2007 (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 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;

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;

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) 5^3/4% senior notes due 2022 (the “2022 Newfield Notes”); (ii) 5^5/8% senior notes due 2024 (the “2024 Newfield Notes”); 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”), 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.

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 New Guarantor hereby fully and unconditionally guarantees, jointly and severally with the Existing Guarantor, 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 New 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 New 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 of the New 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 New 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 New 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 New 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 New 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 New Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the New Guarantor without rendering the Guarantee, as it relates to the New 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 New Guarantor acknowledges and agrees that the obligations to compensate, reimburse, and indemnify the Trustee under the Indenture shall apply to the New Guarantor and that the Guarantors and the Corporation, jointly and severally, are obligated to compensate, reimburse, and indemnify the Trustee in accordance with the terms of the Indenture.

2

2.2. Execution and Delivery.

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

The New 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 New 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 Corporation, the New Guarantor or the Trustee, upon the occurrence of any of the following:

(1) such time as the New Guarantor’s guarantees of the Newfield Notes are released and discharged, whether because such Newfield Notes 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, the New Guarantor or the Existing Guarantor or sufficiency of this Supplemental Indenture or as to the due execution hereof by the Corporation, the New Guarantor or the Existing Guarantor or as to recitals of fact contained herein, all of which are made solely by the Corporation, the New Guarantor and the Existing Guarantor.

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.    Acknowledgment of Existing Guarantor. The Existing Guarantor hereby acknowledges the First Supplemental Indenture, and the Existing Guarantee provided thereunder, and acknowledges that the Guarantees are joint and several obligations of the Guarantors.

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

10.    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.

3

11.    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.]

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

OVINTIV INC., as Issuer
By:	/s/ Corey D. Code
Name:	Corey D. Code
Title:	Executive Vice-President & Chief Financial Officer
By:	/s/ Joanne L. Alexander
Name:	Joanne L. Alexander
Title:	Executive Vice-President, General Counsel & Corporate Secretary

[Signature Page to Third Supplemental Indenture to 2007 Indenture (Guarantee)]

OVINTIV CANADA ULC, as Guarantor
By:	/s/ H. Jason Verhaest
Name:	H. Jason Verhaest
Title:	Treasurer
By:	/s/ Jeremy P. Frydman
Name:	Jeremy P. Frydman
Title:	Assistant Treasurer
NEWFIELD EXPLORATION COMPANY, as Guarantor
By:	/s/ David G. Hill
Name:	David G. Hill
Title:	Vice-President

[Signature Page to Third Supplemental Indenture to 2007 Indenture (Guarantee)]

THE BANK OF NEW YORK MELLON, Trustee
By:	/s/ Wanda Camacho
Name: Title:	Wanda Camacho Vice President

[Signature Page to Third Supplemental Indenture to 2007 Indenture (Guarantee)]

EX-4.6

Exhibit 4.6

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 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;

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) 5^3/4% senior notes due 2022 (the “2022 Newfield Notes”); (ii) 5^5/8% senior notes due 2024 (the “2024 Newfield Notes”); 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”), 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.

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 New Guarantor hereby fully and unconditionally guarantees, jointly and severally with the Existing Guarantor, 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 New 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 New 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 of the New 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 New 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 New 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 New 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 New Guarantor only in such manner and on such terms as the Trustee may require or approve.

2

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 New Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the New Guarantor without rendering the Guarantee, as it relates to the New 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 New Guarantor acknowledges and agrees that the obligations to compensate, reimburse, and indemnify the Trustee under the Indenture shall apply to the New Guarantor and that the Guarantors 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 New Guarantor hereby agrees that this Supplemental Indenture shall be executed on behalf of the New Guarantor by one or more authorized officers or persons holding an equivalent title.

The New 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 New 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 Corporation, the New Guarantor or the Trustee, upon the occurrence of any of the following:

(1) such time as the New Guarantor’s guarantees of the Newfield Notes are released and discharged, whether because such Newfield Notes 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, the New Guarantor or the Existing Guarantor or sufficiency of this Supplemental Indenture or as to the due execution hereof by the Corporation, the New Guarantor or the Existing Guarantor or as to recitals of fact contained herein, all of which are made solely by the Corporation, the New Guarantor and the Existing Guarantor.

3

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.    Acknowledgment of Existing Guarantor. The Existing Guarantor hereby acknowledges the First Supplemental Indenture, and the Existing Guarantee provided thereunder, and acknowledges that the Guarantees are joint and several obligations of the Guarantors.

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

10.    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.

11.    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.]

4

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

OVINTIV INC., as Issuer
By:	/s/ Corey D. Code
Name:	Corey D. Code
Title:	Executive Vice-President & Chief Financial Officer
By:	/s/ Joanne L. Alexander
Name:	Joanne L. Alexander
Title:	Executive Vice-President, General Counsel & Corporate Secretary

[Signature Page to Third Supplemental Indenture to 2011 Indenture (Guarantee)]

OVINTIV CANADA ULC, as Guarantor
By:	/s/ H. Jason Verhaest
Name:	H. Jason Verhaest
Title:	Treasurer
By:	/s/ Jeremy P. Frydman
Name:	Jeremy P. Frydman
Title:	Assistant Treasurer
NEWFIELD EXPLORATION COMPANY, as Guarantor
By:	/s/ David G. Hill
Name:	David G. Hill
Title:	Vice-President

[Signature Page to Third Supplemental Indenture to 2011 Indenture (Guarantee)]

THE BANK OF NEW YORK MELLON, as Trustee
By:	/s/ Wanda Camacho
Name: Title:	Wanda Camacho Vice President

[Signature Page to Third Supplemental Indenture to 2011 Indenture (Guarantee)]