CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 27th, 2023 • Ovintiv Inc. • Crude petroleum & natural gas • Delaware
This Change in Control Agreement (this “Agreement”) is made effective as of March 1, 2022 between Ovintiv Inc., a corporation incorporated under the laws of the State of Delaware (the “Corporation”), and Meghan N. Eilers of the City of Tomball in the State of Texas (the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 12th, 2023 • Ovintiv Inc. • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of June 12, 2023 (this “Agreement”), is by and between Ovintiv Inc., a Delaware corporation (the “Company”), and NMB Stock Trust (the “Initial Holder”).
OVINTIV INC., as Issuer and THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of [______________] Providing for the issue of Debt Securities in unlimited principal amountIndenture • March 1st, 2023 • Ovintiv Inc. • Crude petroleum & natural gas • New York
FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 4th, 2021 • Ovintiv Inc. • Crude petroleum & natural gas • Delaware
THIS FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT (this “First Amendment”) is dated effective as of November 1, 2021 (the “Effective Date”), by and between Joanne L. Cox (the “Executive”) and Ovintiv Inc., a Delaware corporation (the "Corporation"). The Executive and Corporation may each individually be referred to as a “Party” and together the “Parties”.
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • January 28th, 2020 • Ovintiv Inc. • Crude petroleum & natural gas • New York
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”).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • January 28th, 2020 • Ovintiv Inc. • Crude petroleum & natural gas • New York
SECOND SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of January 24, 2020 (the “Effective Date”), by and among Encana Corporation, a corporation amalgamated and existing under the laws of Canada, as issuer, Ovintiv Inc., a Canadian corporation, as successor issuer (the “Successor Issuer”) (which corporation will be domesticated as a Delaware corporation under the Delaware General Corporation Law in the internal corporate reorganization referred to below), Newfield Exploration Company, a Delaware corporation, as guarantor (the “Guarantor”), 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”). For purposes of this Supplemental Indenture, the term “Original Issuer” refers to (i) prior to the Continuance and Conversion (as defined below), Encana Corporation and (ii) after the Continuance and Conversion, Ovintiv Canada ULC, an unlimited liability corporation under the British Columbia Bus
FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • January 24th, 2020 • Ovintiv Inc. • Crude petroleum & natural gas • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is effective as of the 24th day of January, 2020 between Ovintiv Inc. (the “Corporation”), and _________________ (the “Indemnified Party”).
OVINTIV CANADA ULC GUARANTEEGuarantee • April 7th, 2022 • Ovintiv Inc. • Crude petroleum & natural gas • New York
NOW THEREFORE, in consideration of the covenants and agreements herein contained, and other good and valuable consideration (the receipt and sufficiency of which are hereby conclusively acknowledged), the Guarantor hereby covenants and agrees with the Beneficiaries as follows:
US$1,300,000,000 (OR EQUIVALENT) EXTENDIBLE REVOLVING - TERM CREDIT FACILITY AMENDED AND RESTATED CREDIT AGREEMENT AMONG OVINTIV CANADA ULC (as Borrower) AND OVINTIV INC. (as Guarantor) AND THE FINANCIAL AND OTHER INSTITUTIONS NAMED HEREIN FROM TIME...Credit Agreement • April 7th, 2022 • Ovintiv Inc. • Crude petroleum & natural gas
Ovintiv Inc. 9,400,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • November 22nd, 2023 • Ovintiv Inc. • Crude petroleum & natural gas
NMB Stock Trust, a Delaware statutory trust (the “Selling Stockholder”) and a stockholder of Ovintiv Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriter an aggregate of 9,400,000 shares (the “Securities”) of common stock, par value $0.01 per share, of the Company (“Stock”) (including the Repurchase Shares (as defined below)) at a purchase price per share equal to the Purchase Price (as defined below).
TERM CREDIT AGREEMENT dated as of April 26, 2023, among OVINTIV INC., GOLDMAN SACHS BANK USA, as Administrative Agent, and THE LENDERS PARTY HERETO GOLDMAN SACHS BANK USA, MORGAN STANLEY SENIOR FUNDING, INC., CANADIAN IMPERIAL BANK OF COMMERCE,...Term Credit Agreement • April 27th, 2023 • Ovintiv Inc. • Crude petroleum & natural gas • Texas
TERM CREDIT AGREEMENT dated as of April 26, 2023, among OVINTIV INC., a Delaware corporation, GOLDMAN SACHS BANK USA, as Administrative Agent, and the LENDERS party hereto.
SECOND AMENDMENT TO CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 27th, 2024 • Ovintiv Inc. • Crude petroleum & natural gas
THIS SECOND AMENDMENT TO CHANGE IN CONTROL AGREEMENT (this “Second Amendment”) is dated effective as of February 27, 2024 (the “Effective Date”), by and between Gregory D. Givens (the “Executive”) and Ovintiv Inc., a Delaware corporation (the "Corporation"). The Executive and Corporation may each individually be referred to as a “Party” and together the “Parties”.
SECOND AMENDMENT TO CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 27th, 2024 • Ovintiv Inc. • Crude petroleum & natural gas
THIS SECOND AMENDMENT TO CHANGE IN CONTROL AGREEMENT (this “Second Amendment”) is dated effective as of February 27, 2024 (the “Effective Date”), by and between Corey D. Code (the “Executive”) and Ovintiv Inc., a Delaware corporation (the "Corporation"). The Executive and Corporation may each individually be referred to as a “Party” and together the “Parties”.
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 7th, 2022 • Ovintiv Inc. • Crude petroleum & natural gas • New York
The Borrower, the lenders parties thereto and JPMorgan, as administrative agent, were parties to that certain Credit Agreement dated as of January 27, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified to date and in effect immediately prior to the amendment and restatement set forth herein, the “Existing Credit Agreement”). Subject to the satisfaction of the conditions set forth in Section 3.01, the Borrower, the parties hereto and JPMorgan, as Administrative Agent, desire to amend and restate the Existing Credit Agreement as herein set forth.
FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 27th, 2024 • Ovintiv Inc. • Crude petroleum & natural gas
THIS FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT (this “First Amendment”) is dated effective as of February 27, 2024 (the “Effective Date”), by and between Brendan M. McCracken (the “Executive”) and Ovintiv Inc., a Delaware corporation (the "Corporation"). The Executive and Corporation may each individually be referred to as a “Party” and together the “Parties”.
Ovintiv, Inc. Suite 1700, 370 17th Street Denver, Colorado 80202Letter Agreement • March 5th, 2021 • Ovintiv Inc. • Crude petroleum & natural gas • Delaware
This letter agreement (this “Agreement”) constitutes the agreement between Ovintiv, Inc., a Delaware corporation (the “Company”), on the one hand, and Kimmeridge Active Engagement, LLC, a Delaware limited liability company (“KEA”), Kimmeridge Energy Management Company, LLC, a Delaware limited liability company (“KEM”) and Kimmeridge Engagement Management, L.P., a Delaware limited partnership (together, with KEA and KEM, the “Investors”), on the other hand, with respect to the matters set forth herein. Capitalized terms used herein and not otherwise defined have the respective meanings ascribed to them in Paragraph 9.
Ovintiv Inc. 15,000,000 Shares of Common Stock Underwriting AgreementOvintiv Inc. • September 13th, 2023 • Crude petroleum & natural gas
NMB Stock Trust, a Delaware statutory trust (the “Selling Stockholder”) and a stockholder of Ovintiv Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriter an aggregate of 15,000,000 shares (the “Securities”) of common stock, par value $0.01 per share, of the Company (“Stock”) (including the Repurchase Shares (as defined below)) at a purchase price per share equal to the Purchase Price (as defined below).
OVINTIV INC., as Guarantor and OVINTIV CANADA ULC, as Guarantor and NEWFIELD EXPLORATION COMPANY, as Issuer and as Trustee SIXTH SUPPLEMENTAL INDENTURE dated as of January 27, 2020 to Senior Indenture dated as of February 28, 2001 Providing for the...Supplemental Indenture • January 28th, 2020 • Ovintiv Inc. • Crude petroleum & natural gas • New York
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 Ban
U.S.$2,500,000,000 CREDIT AGREEMENT Dated as of January 27, 2020 Among OVINTIV INC., as Borrower, JPMORGAN CHASE BANK, N.A. RBC CAPITAL MARKETS CANADIAN IMPERIAL BANK OF COMMERCE CITIBANK, N.A. TD SECURITIES, as Joint Lead Arrangers and Joint...Ovintiv Credit Agreement • January 29th, 2020 • Ovintiv Inc. • Crude petroleum & natural gas • New York
OVINTIV INC., a Delaware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”) as administrative agent (the “Administrative Agent”) for the Lender Parties (as hereinafter defined), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof and the Initial Issuing Banks (as hereinafter defined), agree as follows:
SECOND AMENDING AGREEMENT TO DEFERRED SHARE UNIT PLAN FOR EMPLOYEES OF OVINTIV INC.Second Amending Agreement • February 18th, 2021 • Ovintiv Inc. • Crude petroleum & natural gas • Delaware
WHEREAS the Corporation administers the Deferred Share Unit Plan for Employees of Ovintiv Inc., adopted with effect from January 24, 2020 (the “DSU Plan”);
SEVENTH SUPPLEMENTAL INDENTURESupplemental Indenture • April 28th, 2021 • Ovintiv Inc. • Crude petroleum & natural gas • New York
SEVENTH SUPPLEMENTAL INDENTURE (this “Seventh Supplemental Indenture”), dated as of April 26, 2021 (the “Effective Date”), to the Indenture referred to below, among Ovintiv Exploration Inc. (formerly Newfield Exploration Company), a Delaware corporation, as issuer (the “Original Issuer”), Ovintiv Inc., a Delaware corporation, as existing guarantor (the “Parent Guarantor”) and successor issuer (the “Successor Issuer”), Ovintiv Canada ULC, an unlimited liability corporation existing under the laws of British Columbia, Canada, as existing guarantor (the “Affiliate Guarantor” and together with the Parent 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”).
OVINTIV INC., as the Company OVINTIV CANADA ULC, as the Subsidiary Guarantor and THE BANK OF NEW YORK MELLON, as the Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 31, 2023 to the INDENTURE Dated as of May 31, 2023 Providing for the issue of...First Supplemental Indenture • May 31st, 2023 • Ovintiv Inc. • Crude petroleum & natural gas • New York
FIRST SUPPLEMENTAL INDENTURE dated as of May 31, 2023 (this “Supplemental Indenture”) by and among OVINTIV INC., a Delaware corporation (referred to herein as the “Company”), OVINTIV CANADA ULC, a British Columbia corporation, as the Subsidiary Guarantor (as defined below), and THE BANK OF NEW YORK MELLON, as trustee (referred to herein as the “Trustee”), supplementing the Indenture dated as of May 31, 2023, by and between the Company and the Trustee (the “Base Indenture” and, as supplemented by this Supplemental Indenture, the “Indenture”).
AMENDING AGREEMENT TO OMNIBUS INCENTIVE PLAN OF ENCANA CORPORATIONAmending Agreement • January 27th, 2020 • Ovintiv Inc. • Crude petroleum & natural gas • Alberta
Ovintiv Inc. $600,000,000 5.650% Senior Notes due 2025 $700,000,000 5.650% Senior Notes due 2028 $600,000,000 6.250% Senior Notes due 2033 $400,000,000 7.100% Senior Notes due 2053 Underwriting AgreementOvintiv Inc. • May 18th, 2023 • Crude petroleum & natural gas
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • January 28th, 2020 • Ovintiv Inc. • Crude petroleum & natural gas • New York
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”).
OVINTIV INC., as Issuer and THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of May 31, 2023 Providing for the issue of Debt Securities in unlimited principal amountOvintiv Inc. • May 31st, 2023 • Crude petroleum & natural gas • New York
AMENDING AGREEMENT TO ENCANA CORPORATION EMPLOYEE STOCK APPRECIATION RIGHTS PLANAmending Agreement • January 27th, 2020 • Ovintiv Inc. • Crude petroleum & natural gas • Delaware
TRANSITION SERVICES AND SEPARATION AGREEMENTTransition Services and Separation Agreement • May 7th, 2024 • Ovintiv Inc. • Crude petroleum & natural gas • Colorado
This TRANSITION SERVICES AND SEPARATION AGREEMENT (this “Agreement”) is entered into on March 7, 2024, by and between Ovintiv Inc. (the “Company”) and Renee E. Zemljak (“Executive”). Executive and the Company are each referred to herein as a “Party” and collectively as the “Parties.”
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • January 28th, 2020 • Ovintiv Inc. • Crude petroleum & natural gas • New York
FOURTH SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of January 24, 2020 (the “Effective Date”), by and among Encana Corporation, a corporation amalgamated and existing under the laws of Canada, as issuer, Ovintiv Inc., a Canadian corporation, as successor issuer (the “Successor Issuer”) (which corporation will be domesticated as a Delaware corporation under the Delaware General Corporation Law in the internal corporate reorganization referred to below), Newfield Exploration Company, a Delaware corporation, as guarantor (the “Guarantor”), 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”). For purposes of this Supplemental Indenture, the term “Original Issuer” refers to (i) prior to the Continuance and Conversion (as defined below), Encana Corporation and (ii) after the Continuance and Conversion, Ovintiv Canada ULC, an unlimited liability corporation under the British Columbia Bus
AMENDING AGREEMENT TO ENCANA CORPORATION EMPLOYEE STOCK OPTION PLANAmending Agreement • January 27th, 2020 • Ovintiv Inc. • Crude petroleum & natural gas • Delaware
SECURITIES PURCHASE AGREEMENT by and among each Seller party hereto, as Sellers, each Subject Company party hereto, as the Subject Companies, Ovintiv USA Inc., as Purchaser, Ovintiv Inc., as Parent, and NMB Seller Representative, LLC, solely in its...Securities Purchase Agreement • April 4th, 2023 • Ovintiv Inc. • Crude petroleum & natural gas • Texas
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), is dated as of April 3, 2023 (the “Execution Date”), by and among Black Swan Oil & Gas, LLC, a Delaware limited liability company (“Black Swan Seller”), PetroLegacy II Holdings, LLC, a Delaware limited liability company (“PetroLegacy Seller”), Piedra Energy III Holdings, LLC, a Delaware limited liability company (the “Piedra III Seller”), and Piedra Energy IV Holdings, LLC, a Delaware limited liability company (the “Piedra IV Seller”, and together with the Black Swan Seller, PetroLegacy Seller and Piedra III Seller, each a “Seller” and collectively the “Sellers”), Black Swan Permian, LLC, a Delaware limited liability company (“BSP”), Black Swan Operating, LLC, a Delaware limited liability company (“BSO”, together with BSP, each a “Black Swan Subject Company” and collectively the “Black Swan Subject Companies”), PetroLegacy Energy II, LLC, a Delaware limited liability company (“PetroLegacy Energy”), and PearlSnap Midstream, LLC, a T
FIRST AMENDING AGREEMENTFirst Amending Agreement • July 30th, 2024 • Ovintiv Inc. • Crude petroleum & natural gas • Alberta
OVINTIV CANADA ULC, a corporation continued under the laws of the Province of British Columbia, having an office in Calgary, Alberta, Canada (the “Borrower”)
