EXHIBIT 99.1 ------------ AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 14, 2004 BY AND AMONG TOM BROWN, INC., ENCANA CORPORATION AND PLAZA ACQUISITION II CORP. TABLE OF CONTENTSAgreement and Plan of Merger • April 19th, 2004 • Encana Corp • Crude petroleum & natural gas • Delaware
ENCANA CORPORATION as Issuer and THE BANK OF NEW YORK, as Trustee INDENTUREEncana Corp • August 23rd, 2002 • Electric services • New York
AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF APRIL 30, 2019 BETWEEN ENCANA CORPORATION AND AST TRUST COMPANY (CANADA) AS RIGHTS AGENTShareholder Rights Plan Agreement • May 1st, 2019 • Encana Corp • Crude petroleum & natural gas • Alberta
AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of April 30, 2019 between Encana Corporation (the “Corporation”), a corporation incorporated under the Canada Business Corporations Act, and AST Trust Company (Canada) (successor rights agent to CIBC Mellon Trust Company), a trust company incorporated under the laws of Canada (the “Rights Agent”) which amends and restates the agreement dated as of July 30, 2001 and as previously amended and restated as of September 13, 2001, April 28, 2004, April 21, 2010 and May 3, 2016 respectively, between such parties;
ENCANA CORPORATION, as Issuer and THE BANK OF NEW YORK, as Trustee INDENTUREEncana Corp • September 16th, 2004 • Crude petroleum & natural gas • New York
EXHIBIT 7.1 ----------- INDENTURE, dated as of _______, 200_ between ENCANA CORPORATION, a corporation duly organized and existing under the laws of Canada (herein called the "COMPANY"), having its principal office at 1800, 855 - 2nd Street S.W., P.O....Indenture • September 22nd, 2006 • Encana Corp • Crude petroleum & natural gas • New York
EXHIBIT 4.1 ----------- AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF APRIL 28, 2004Shareholder Rights Plan Agreement • June 30th, 2004 • Encana Corp • Crude petroleum & natural gas • Alberta
ENCANA CORPORATION, as Issuer and THE BANK OF NEW YORK, as Trustee INDENTURE Dated as of October 2, 2003 Providing for the issue of Debt Securities in unlimited principal amountEncana Corp • February 27th, 2017 • Crude petroleum & natural gas • New York
INDENTURE, dated as of October 2, 2003 between ENCANA CORPORATION, a corporation duly organized and existing under the laws of Canada (herein called the “Company”), having its principal office at 1800, 855 – 2nd Street S.W., P.O. Box 2850, Calgary, Alberta T2P 2S5, and THE BANK OF NEW YORK, a New York Corporation, as trustee (herein called the “Trustee”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 4th, 2019 • Encana Corp • Crude petroleum & natural gas • Alberta
This Change in Control Agreement (this “Agreement”) is made effective as of September 10, 2019 between Encana Corporation, a corporation amalgamated under the laws of Canada (the “Corporation”), and Gregory D. Givens of the City of Houston in the State of Texas (the “Executive”).
ContractIndenture • February 27th, 2017 • Encana Corp • Crude petroleum & natural gas • New York
INDENTURE, dated as of November 5, 2001 between PANCANADIAN PETROLEUM LIMITED, a corporation duly organized and existing under the laws of Canada (herein called the “Company”), having its principal office at PanCanadian Energy Plaza, 150-9th Avenue S.W., Calgary, Alberta T2P 3H9, and THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, a trust company duly organized and existing under the laws of New York, as trustee (herein called the “Trustee”).
ENCANA CORPORATION,Encana Corp • March 23rd, 2010 • Crude petroleum & natural gas • New York
INDENTURE, dated as of __________ between ENCANA CORPORATION, a corporation duly organized and existing under the laws of Canada (herein called the “Corporation”), having its principal office at 1800, 855 – 2nd Street S.W., Calgary, Alberta T2P 2S5, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (herein called the “Trustee”).
ENCANA CORPORATION,Indenture • May 7th, 2012 • Encana Corp • Crude petroleum & natural gas • New York
INDENTURE, dated as of November 14, 2011 between ENCANA CORPORATION, a corporation duly organized and existing under the laws of Canada (herein called the “Corporation”), having its principal office at 1800, 855 – 2nd Street S.W., Calgary, Alberta T2P 2S5, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (herein called the “Trustee”).
107,000,000 Common Shares Encana Corporation UNDERWRITING AGREEMENT September 19, 2016Underwriting Agreement • September 21st, 2016 • Encana Corp • Crude petroleum & natural gas • Alberta
Encana Corporation, a corporation formed and organized under the Canada Business Corporations Act (the “Corporation”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 107,000,000 common shares of the Corporation (the “Firm Shares”).
ENCANA CORPORATION, as Issuer and THE BANK OF NEW YORK, as Trustee INDENTURE Dated as of August 13, 2007 Providing for the issue of Debt Securities in unlimited principal amountEncana Corp • February 27th, 2017 • Crude petroleum & natural gas • New York
INDENTURE, dated as of August 13, 2007 between ENCANA CORPORATION, a corporation duly organized and existing under the laws of Canada (herein called the “Company”), having its principal office at 1800, 855 – 2nd Street S.W., P.O. Box 2850, Calgary, Alberta T2P 2S5, and THE BANK OF NEW YORK, a New York banking Corporation, as trustee (herein called the “Trustee”).
AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF APRIL 21, 2010 BETWEEN ENCANA CORPORATION AND CIBC MELLON TRUST COMPANY AS RIGHTS AGENTShareholder Rights Plan Agreement • April 27th, 2010 • Encana Corp • Crude petroleum & natural gas • Alberta
MEMORANDUM OF AGREEMENT dated as of April 21, 2010 between Encana Corporation (the “Corporation”), a corporation incorporated under the Canada Business Corporations Act, and CIBC Mellon Trust Company, a trust company incorporated under the laws of Canada (the “Rights Agent”) which amends and restates the agreement dated as of July 30, 2001 and as previously amended and restated as of September 13, 2001 and April 28, 2004 respectively, between such parties;
CHANGE IN CONTROL AGREEMENT THIS AGREEMENT made effective as of the 10th day of March 2014Change in Control Agreement • February 27th, 2017 • Encana Corp • Crude petroleum & natural gas • Alberta
WHEREAS the Board of Directors of the Corporation (the “Board”) recognizes that the establishment and maintenance of a sound and vital management team is essential to the protection and enhancement of the best interests of the Corporation and its shareholders;
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • March 1st, 2019 • Encana Corp • Crude petroleum & natural gas • New York
FIFTH SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of March 1, 2019 by and among Encana Corporation, a corporation amalgamated and existing under the laws of Canada (the “Corporation”), Newfield Exploration Company, a Delaware corporation, as guarantor (the “Guarantor”), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).
PERFORMANCE SHARE UNIT PLAN FOR EMPLOYEES OF ENCANA CORPORATION [U.S. EXECUTIVE] 20● PSU GRANT AGREEMENTGrant Agreement • February 26th, 2018 • Encana Corp • Crude petroleum & natural gas
This Grant Agreement including Schedules “A” and “B” hereto (collectively, this “Agreement”) is between you, an eligible employee of the Corporation or an Affiliate (“Participant” or “You”) and Encana Corporation or an Affiliate thereof (the “Corporation”).
DEALER AGREEMENTDealer Agreement • May 19th, 2011 • Encana Corp • Crude petroleum & natural gas • Alberta
We understand that Encana Corporation (the “Corporation”) proposes to issue and sell from time to time, in one or more offerings in the provinces of Canada and such other jurisdictions as the Corporation may determine from time to time (collectively, the “Jurisdictions”), unsecured medium term notes as may be issued in individual series from time to time by the Corporation (the “Medium Term Notes”), as described in the English and French language versions of a short form prospectus dated May 18, 2011.
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • February 27th, 2017 • Encana Corp • Crude petroleum & natural gas • Alberta
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is effective as of the 20th day of July, 2016 between Encana Corporation (the “Corporation”), and (the “Indemnified Party”).
US$3,000,000,000 (OR EQUIVALENT) EXTENDIBLE REVOLVING - TERM CREDIT FACILITY RESTATED CREDIT AGREEMENT AMONG ENCANA CORPORATION (as Borrower) AND THE FINANCIAL AND OTHER INSTITUTIONS NAMED HEREIN FROM TIME TO TIME IN THEIR CAPACITIES AS LENDERS (as...Credit Agreement • February 27th, 2017 • Encana Corp • Crude petroleum & natural gas
ENCANA CORPORATION, a corporation amalgamated under the laws of Canada, having its executive office in Calgary, Alberta, Canada (the “Borrower”)
AGREEMENT AND PLAN OF MERGER by and among ENCANA CORPORATION, NEAPOLITAN MERGER CORP., and NEWFIELD EXPLORATION COMPANY dated as of October 31, 2018Agreement and Plan of Merger • November 2nd, 2018 • Encana Corp • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 31, 2018, is by and among Encana Corporation, a Canadian corporation (“Parent”), Neapolitan Merger Corp., a Delaware corporation and an indirect, wholly-owned Parent Subsidiary (“Merger Sub”), and Newfield Exploration Company, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement, unless the context clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively, as the “Parties.”
PROJECT AGREEMENT BETWEEN ENCANA CORPORATION AND CONOCOPHILLIPSProject Agreement • October 17th, 2006 • Encana Corp • Crude petroleum & natural gas • Alberta
[REDACTED] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS AND THE WORD “REDACTED”, HAS BEEN OMITTED PURSUANT TO SECTION 12.2(2) OF NATIONAL INSTRUMENT 51-102.
ENCANA CORPORATION EMPLOYEE STOCK OPTION PLAN [EXECUTIVE] 20● STOCK OPTION GRANT AGREEMENTEmployee Stock Option Plan • February 26th, 2018 • Encana Corp • Crude petroleum & natural gas • Alberta
THIS OPTION AND TANDEM STOCK APPRECIATION RIGHTS AGREEMENT including Schedules “A” and “B” hereto (collectively, this “Agreement”) is made between Encana Corporation (the “Corporation”) and the Participant listed above (the “Participant”), an eligible employee of the Corporation or one of its Related Corporations.
TENDER SUPPORT AGREEMENTTender Support Agreement • October 10th, 2014 • Encana Corp • Crude petroleum & natural gas • Delaware
This TENDER SUPPORT AGREEMENT (this “Agreement”), dated as of September 27, 2014, is entered into by and among Encana Corporation, a Canadian corporation (“Parent”), Alenco Acquisition Company Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and the individual set forth on Schedule A (“Stockholder”).
ARRANGEMENT AGREEMENTArrangement Agreement • December 14th, 2009 • Encana Corp • Crude petroleum & natural gas • Alberta
WHEREAS EnCana wishes to separate its divisions known as the “Canadian Plains Division” and the “Integrated Oil Division” and certain related assets into a separate public company by means of the Pre-Arrangement Transactions and the Arrangement;
AGREEMENT AND PLAN OF MERGER BY AND AMONG ENCANA CORPORATION, ALENCO ACQUISITION COMPANY INC. AND ATHLON ENERGY INC. September 27, 2014Agreement and Plan of Merger • September 30th, 2014 • Encana Corp • Crude petroleum & natural gas • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 27, 2014, is entered into by and among Athlon Energy Inc., a Delaware corporation (the “Company”), Encana Corporation, a Canadian corporation (“Parent”), and Alenco Acquisition Company Inc., a Delaware corporation and indirect, wholly owned subsidiary of Parent (“Acquisition Sub”).
SEPARATION AND TRANSITION AGREEMENTSeparation and Transition Agreement • December 14th, 2009 • Encana Corp • Crude petroleum & natural gas • Alberta
NOW THEREFORE, THIS AGREEMENT WITNESSES THAT in consideration of the premises and the respective rights and obligations set out herein, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, and intending to be legally bound hereby, the Parties agree as follows:
Pricing AgreementPricing Agreement • August 13th, 2007 • Encana Corp • Crude petroleum & natural gas • New York
% of the principal amount of the Designated Securities, plus accrued interest[, if any,] from to [and accrued amortization[, if any,] from to ]
DEALER AGREEMENTEncana Corp • September 1st, 2005 • Crude petroleum & natural gas • Alberta
We understand that EnCana Corporation (the "Corporation") proposes to issue and sell from time to time, in one or more offerings in all of the provinces of Canada and such other jurisdictions as the Corporation may determine from time to time (collectively, the "Jurisdictions"), unsecured medium term notes designated as "Medium Term Notes (Series 2)" and such other unsecured medium term notes as may be issued in individual series from time to time by the Corporation (the "Medium Term Notes"), as described in the English and French language versions of a short form prospectus dated August 31, 2005.
RESTRICTED SHARE UNIT PLAN FOR DIRECTORS OF ENCANA CORPORATION 20● RSU GRANT AGREEMENTGrant Agreement • February 26th, 2018 • Encana Corp • Crude petroleum & natural gas
AND WHEREAS You are non-employee director of the Corporation and the Board of Directors of the Corporation (the “Board”) has authorized the granting to You of certain Restricted Share Units (“RSUs”) in such number as set out above and as further described in this Agreement pursuant to and in accordance with the provisions of the Plan;
ENCANA HOLDINGS FINANCE CORP., as Issuer, ENCANA CORPORATION, as Guarantor and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTUREEncana Corp • March 26th, 2004 • Crude petroleum & natural gas • New York
ENCANA CORPORATION, as Guarantor and NEWFIELD EXPLORATION COMPANY, as Issuer and as Trustee FIFTH SUPPLEMENTAL INDENTURE dated as of March 1, 2019 to Senior Indenture dated as of February 28, 2001 Providing for the GuaranteeSupplemental Indenture • March 1st, 2019 • Encana Corp • Crude petroleum & natural gas • New York
FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of March 1, 2019, to the Indenture referred to below, among Newfield Exploration Company, a Delaware corporation, as issuer (the “Company”), Encana Corporation, a corporation amalgamated and existing under the laws of Canada, as guarantor (the “Guarantor”), 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”).
DIRECTOR] 2019 RSU GRANT AGREEMENTRsu Grant Agreement • February 28th, 2019 • Encana Corp • Crude petroleum & natural gas • Alberta
WHEREAS the Corporation has established the Omnibus Incentive Plan of Encana Corporation (the "Plan") and all capitalized terms used and not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan;
ATHLON ENERGY INC. Fort Worth, Texas 76102 CONFIDENTIALITY AGREEMENTConfidentiality Agreement • October 10th, 2014 • Encana Corp • Crude petroleum & natural gas • Delaware
You have requested certain non-public information regarding Athlon Energy Inc. (the “Company” or “us”) to explore the possibility of a negotiated transaction between Encana Corporation (“Encana” or “you”) and the Company (the “Transaction”). As a condition to furnishing such information to you, the Company is requiring you to agree to the following provisions set forth in this Confidentiality Agreement (this “Agreement”).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • February 27th, 2017 • Encana Corp • Crude petroleum & natural gas • New York
SECOND SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of January 1, 2003 by and among EnCana Corporation, a corporation duly organized and existing under the laws of Canada (the “Amalgamated Company”), having its principal office at 1800, 855 2nd Street S.W., Calgary, Alberta T2P 2S5, and The Bank of Nova Scotia Trust Company of New York, as trustee under the Indenture referred to below (the “Trustee”).
