EX-10.1



 Exhibit 10.1 

Execution version 
 FIRST AMENDING AGREEMENT 

THIS AMENDING AGREEMENT dated as of March 28, 2018. 

AMONG: 
 ENCANA
CORPORATION, a corporation amalgamated under the laws of Canada, having its executive office in Calgary, Alberta, Canada (the “Borrower”) 

OF THE FIRST PART, 
 - and - 

Each of the financial and other institutions which are signatories hereto, in their capacities as Lenders 

OF THE SECOND PART, 
 - and - 

ROYAL BANK OF CANADA, a Canadian chartered bank having its head office in Toronto, Ontario, Canada, in its
capacity from time to time as agent hereunder (in such capacity, the “Agent”) 
 OF THE THIRD PART. 

WHEREAS pursuant to a Restated Credit Agreement dated as of July 16, 2015 among Encana Corporation as “Borrower”,
the financial and other institutions named therein from time to time in their capacities as Lenders, as “Lenders”, and Royal Bank of Canada as “Agent” (the “Credit Agreement”), the Lenders made a credit facility
available to the Borrower; 
 AND WHEREAS the parties hereto have agreed to make certain amendments to the Credit Agreement as
hereinafter set forth. 
 NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and in accordance with the provisions of the Credit Agreement, the parties hereto agree as follows: 
  

	Section 1	 Defined Terms 



Capitalized terms used herein, including the recitals hereto, shall have the meanings ascribed thereto in the Credit Agreement, as
amended by this Amending Agreement, unless otherwise defined herein and: 
 “Amended Credit Agreement” means the
Credit Agreement, as amended by this Amending Agreement; 
 “Amending Agreement” means this First Amending Agreement;

 “Amendment Effective Date” means the first date on or after the date hereof on which all of the conditions
precedent in Section 4 hereof are satisfied; and 
 “Withdrawing Lender” means any financial or other
institution that is a Lender under the Credit Agreement immediately prior to the Amendment Effective Date and will not be continuing as a Lender under the Amended Credit Agreement. 








  
 - 2 - 


	Section 2	 Amendments to Credit Agreement 



 

	 	(a)	 The cover page of the Credit Agreement is hereby amended by deleting the reference to “US$3,000,000,000” and
replacing same with a reference to “US$2,500,000,000”. 


  

	 	(b)	 The definition of “CDOR One Month Rate” in Section 1.1 of the Credit Agreement is hereby amended
by adding the following new proviso at the end of such definition: 


 “and provided, further,
that if any such rate is below zero, the CDOR One Month Rate will be deemed to be zero;” 
  

	 	(c)	 The definition of “Defaulting Lender” in Section 1.1 of the Credit Agreement is hereby amended by
deleting the “or” at the end of paragraph (v) thereof, inserting an “or” at the end of paragraph (vi) thereof and adding the following new paragraph (vii) immediately after paragraph (vi) thereof:



 “(vii) that becomes the subject of a Bail-In Action;” 

 

	 	(d)	 The definition of “Equivalent Amount” in Section 1.1 of the Credit Agreement is hereby deleted in
its entirety and replaced by the following: 


 ““Equivalent Amount” in one currency (the
“First Currency”) of an amount in another currency (the “Other Currency”) means, as of the date of determination, the amount of the First Currency which would be required to purchase such amount of the Other
Currency at the average exchange rate quoted by the Bank of Canada at approximately the close of business on the Business Day that such determination is required to be made (or, if such determination is required to be made before close of business
on such Business Day, then at approximately close of business on the immediately preceding Business Day); provided that, in either case, if no such rate is quoted, it shall mean the spot rate of exchange for wholesale transactions quoted by
the Agent at approximately noon (Toronto time) on such date of determination in accordance with its normal practice or, if such date of determination is not a Business Day, on the Business Day immediately preceding such date of determination;”

  

	 	(e)	 The definition of “Fed Funds Rate” in Section 1.1 of the Credit Agreement is hereby deleted in its
entirety and replaced by the following: 


 ““Fed Funds Rate” means, for any day, the rate per
annum calculated by the Federal Reserve Bank of New York, based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from
time to time and as published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate, or, if such day is not a Business Day, such rate for the immediately preceding Business Day for which the
same is published or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day on such transactions received by the Agent, or in the case
of a Swing Line Borrowing, the applicable Swing Line Lender, from three Federal funds brokers of recognized standing selected by the Agent or the applicable Swing Line Lender, acting reasonably; provided that if the Fed Funds Rate would be
less than zero on any day, then such rate shall be deemed to be zero;” 
  

	 	(f)	 The definition of “S&P” in Section 1.1 of the Credit Agreement is hereby deleted in its
entirety and replaced by the following: 










  
 - 3 - 

 ““S&P” means S&P Global Ratings, a division of S&P
Global Inc., its Affiliates and their respective successors;” 
  

	 	(g)	 The definition of “Maturity Date” in Section 1.1 of the Credit Agreement is hereby amended by
deleting the reference to “July 16, 2020” and replacing same with a reference to “July 15, 2022”. 


  

	 	(h)	 The following new definitions are added in alphabetical order in Section 1.1 of the Credit Agreement:



 ““Bail-In Action” means the exercise of any
Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution; 

“Bail-In Legislation” means, with respect to any EEA Member Country
implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU
Bail-In Legislation Schedule; 
 “EEA Financial Institution” means
(a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a Lender Parent of an
institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to
consolidated supervision with its Lender Parent; 
 “EEA Member Country” means any of the member states of the
European Union, Iceland, Liechtenstein and Norway; 
 “EEA Resolution Authority” means any public administrative
authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution; 

“EU Bail-In Legislation Schedule” means the EU
Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time; and 

“Write-Down and Conversion Powers” means with respect to any EEA Resolution Authority, the write-down and conversion
powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule;” 
  

	 	(i)	 Section 12.19(a) is hereby deleted in its entirety and replaced by the following: 



 

	 	“(a)	 To the extent permitted by Applicable Law, each Defaulting Lender shall be required to provide to the Agent cash in such
amount, as determined from time to time by the Agent in its reasonable discretion, equal to all obligations of such Defaulting Lender which are either then owing under this Agreement or, in the case of contingent obligations under any outstanding
Letters of Credit or Swing Line Borrowings (after giving effect to the re-allocation provisions in Section 12.20), may become owing to any Fronting Bank or Swing Line Lender.” 



 

	 	(j)	 A new Section 15.15 is hereby inserted immediately after Section 15.14 which reads as follows:











  
 - 4 - 

 “15.15         Acknowledgement and
Consent to Bail-In of EEA Financial Institutions 
 Notwithstanding anything to the
contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such
liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

 

	 	(a)	 the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising
hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and 


  

	 	(b)	 the effects of any Bail-In Action on any such liability, including, if
applicable: 


  

	 	(i)	 a reduction in full or in part or cancellation of any such liability; 



 

	 	(ii)	 a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial
Institution, its Lender Parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such
liability under this Agreement or any other Loan Document; or 


  

	 	(iii)	 the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of
any EEA Resolution Authority.” 


  

	 	(k)	 Schedule J (Commitments) to the Credit Agreement is hereby deleted in its entirety and replaced with the form
attached to this Amending Agreement as Appendix A. 


  

	Section 3	 Representations and Warranties 



The Borrower hereby represents and warrants as follows to each Lender and the Agent and acknowledges and confirms that each Lender and
the Agent is relying upon such representations and warranties: 
  

	 	(a)	 Corporate Existence and Authority: The Borrower is duly amalgamated and is validly subsisting under the laws of
its jurisdiction of amalgamation and has full corporate power and authority to execute and deliver this Amending Agreement. 


  

	 	(b)	 Authorization and Enforceability: The Borrower has taken or caused to be taken all necessary corporate action to
authorize, and has duly executed and delivered, this Amending Agreement, and each of this Amending Agreement and the Amended Credit Agreement, is a legal, valid and binding obligation of the Borrower enforceable against it in accordance with its
terms, subject to applicable bankruptcy, reorganization, winding up, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and to the equitable and statutory powers of the courts having
jurisdiction. 


  

	 	(c)	 Bringdown of Representations and Warranties: The representations and warranties contained in Section 2.1 of
the Credit Agreement (other than Section 2.1(l) thereof which is intended to apply only as of the “Amendment Effective Date” as defined in the Credit 










  
 - 5 - 


	 	 Agreement) are true and correct in all material respects with the same effect as if made as of the date hereof.



 The representations and warranties set out in this Amending Agreement shall survive the execution and delivery of
this Amending Agreement and the making of each Drawdown until the Amended Credit Agreement has been terminated. 
  

	Section 4	 Conditions Precedent 



This Amending Agreement will become effective upon receipt by the Agent of all of the following: 

 

	 	(a)	 a fully executed copy of this Amending Agreement; 



 

	 	(b)	 all fees previously agreed in writing between the Borrower and the Agent; and 



 

	 	(c)	 a fully executed withdrawal letter executed by each Withdrawing Lender in a form satisfactory to the Agent and the
Borrower, each acting reasonably. 


  

	Section 5	 References 



On and after the date of this Amending Agreement, each reference in the Loan Documents to the Credit Agreement shall be to the Credit
Agreement as supplemented and amended hereby, and except as the Credit Agreement is further supplemented or amended, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed. This Amending Agreement shall
constitute a Loan Document. 
  

	Section 6	 No Waiver, etc. 



Except as expressly stated herein, the execution and delivery of this Amending Agreement shall not operate as a waiver of any right,
power or remedy of the Agent or the Lenders under the Credit Agreement or the other Loan Documents or any other agreements or instruments delivered in connection therewith or pursuant thereto nor constitute a waiver of any provision of the Credit
Agreement or any of the other Loan Documents or any other agreements or instruments delivered in connection therewith or pursuant thereto. 
  

	Section 7	 Counterparts 



This Agreement may be executed in any number of counterparts, including by facsimile, PDF or other scanned copy by electronic mail, and
by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof
of this Agreement to produce or account for more than one such counterpart. Delivery of an executed counterpart of a signature page of this Agreement by facsimile, PDF or by otherwise sending a scanned copy by electronic mail shall be effective as
delivery of manually executed counterpart of this Agreement. The word “executed” shall be deemed to include electronic signatures, which shall be of the same legal effect, validity and enforceability as a manually executed signature to the
extent and as provided for under any applicable law. 








  
 - 6 - 


	Section 8	 Governing Law 



This Amending Agreement shall be governed by and construed and interpreted in accordance with the laws of the Province of Alberta and
the laws of Canada applicable therein and shall be treated in all respects as an Alberta contract. 
 [Remainder of this page intentionally left blank]








 IN WITNESS WHEREOF the parties have caused this Amending Agreement to be executed by
their respective officers thereunto duly authorized, as of the date first above written. 
  

			
	ENCANA CORPORATION
	
	
		
	Per:      	 	/s/ Sherri A. Brillon
		 	Name: Sherri A. Brillon
		 	Title: Executive Vice-President & Chief
		 	 Financial Officer



 
			
		
	Per:      	 	/s/ H. Jason Verhaest
		 	Name: H. Jason Verhaest
		 	Title: Vice-President, Planning &
		 	 Treasurer




  
 This signature page is attached to
and forms part of the First Amending Agreement to the Restated Credit Agreement dated as of July 16, 2015 among Encana Corporation, as Borrower, each of the Lenders thereto, and Royal Bank of Canada, as Agent. 








 
			
	 ROYAL BANK OF CANADA, as

Administrative Agent

	
	
		
	Per:      	 	 /s/ Yvonne Brazier

		 	Name: Yvonne Brazier
		 	Title: Manager, Agency Services



  
 This signature page is attached to
and forms part of the First Amending Agreement to the Restated Credit Agreement dated as of July 16, 2015 among Encana Corporation, as Borrower, each of the Lenders thereto, and Royal Bank of Canada, as Agent. 








 
			
	ROYAL BANK OF CANADA, as Lender
	
	
		
	Per:      	 	 /s/ Mike Gaudet

		 	Name: Mike Gaudet
		 	Title: Authorized Signatory


  

			
		
	Per:      	 	  

		 	Name:
		 	Title:



  
 This signature page is attached to
and forms part of the First Amending Agreement to the Restated Credit Agreement dated as of July 16, 2015 among Encana Corporation, as Borrower, each of the Lenders thereto, and Royal Bank of Canada, as Agent. 








 
			
	 CANADIAN IMPERIAL BANK OF
 COMMERCE, as
Lender

	
	
		
	Per:      	 	 /s/ Joelle Chatwin

		 	Name: Joelle Chatwin
		 	Title: Executive Director


  

			
		
	Per:      	 	 /s/ Chris Perks

		 	Name: Chris Perks
		 	Title: Managing Director



  
 This signature page is attached to
and forms part of the First Amending Agreement to the Restated Credit Agreement dated as of July 16, 2015 among Encana Corporation, as Borrower, each of the Lenders thereto, and Royal Bank of Canada, as Agent. 








 
			
	THE TORONTO-DOMINION BANK, as Lender
	
	
		
	Per:      	 	 /s/ Greg Hickaway

		 	Name: Greg Hickaway
		 	Title: Managing Director


  

			
		
	Per:      	 	 /s/ Glen Cameron

		 	Name: Glen Cameron
		 	Title: Director



  
 This signature page is attached to
and forms part of the First Amending Agreement to the Restated Credit Agreement dated as of July 16, 2015 among Encana Corporation, as Borrower, each of the Lenders thereto, and Royal Bank of Canada, as Agent. 








 
			
	BANK OF MONTREAL, as Lender
	
	
		
	Per:      	 	 /s/ Ebba Jantz 

		 	Name: Ebba Jantz
		 	Title: Managing Director


  

			
	
		
	Per:      	 	 /s/ Matthew Graf 

		 	Name: Matthew Graf
		 	Title: Associate



  
 This signature page is attached to
and forms part of the First Amending Agreement to the Restated Credit Agreement dated as of July 16, 2015 among Encana Corporation, as Borrower, each of the Lenders thereto, and Royal Bank of Canada, as Agent. 








 
			
	THE BANK OF NOVA SCOTIA, as Lender
	
	
		
	Per:      	 	 /s/ Albert Kwan 

		 	Name: Albert Kwan
		 	Title: Director


  

			
		
	Per:    	 	 /s/ Scarlett Crockatt 

		 	Name: Scarlett Crockatt
		 	Title: Associate Director



  
 This signature page is attached to
and forms part of the First Amending Agreement to the Restated Credit Agreement dated as of July 16, 2015 among Encana Corporation, as Borrower, each of the Lenders thereto, and Royal Bank of Canada, as Agent. 








 
			
	NATIONAL BANK OF CANADA, as Lender


 
			
	
	


 
			
		
	Per:      	 	 /s/ Erin R. Welte 

		 	Name: Erin R. Welte
		 	Title: Authorized Signatory


  

			
		
	Per:      	 	 /s/ Mark Williamson 

		 	Name: Mark Williamson
		 	Title: Authorized Signatory



  
 This signature page is attached to
and forms part of the First Amending Agreement to the Restated Credit Agreement dated as of July 16, 2015 among Encana Corporation, as Borrower, each of the Lenders thereto, and Royal Bank of Canada, as Agent. 








 
			
	ATB FINANCIAL, as Lender
	
	
		
	Per:      	 	 /s/ Yang Zhao 

		 	Name: Yang Zhao
		 	Title: Associate Director


  

			
		
	Per:      	 	 /s/ John Sullivan 

		 	Name: John Sullivan
		 	Title: Senior Director



  
 This signature page is attached to
and forms part of the First Amending Agreement to the Restated Credit Agreement dated as of July 16, 2015 among Encana Corporation, as Borrower, each of the Lenders thereto, and Royal Bank of Canada, as Agent. 








 
			
	CREDIT SUISSE AG, TORONTO BRANCH, as Lender
	
	
		
	Per:      	 	 /s/ Chris Gage 

		 	Name: Chris Gage
		 	Title: Authorized Signatory


  

			
	
		
	Per:      	 	 /s/ Szymons Ordys

		 	Name: Szymons Ordys
		 	Title: Authorized Signatory



  
 This signature page is attached to
and forms part of the First Amending Agreement to the Restated Credit Agreement dated as of July 16, 2015 among Encana Corporation, as Borrower, each of the Lenders thereto, and Royal Bank of Canada, as Agent. 








 
			
	WELLS FARGO BANK, N.A., as Lender
	
	
		
	Per:      	 	 /s/ Nathan Starr

		 	Name: Nathan Starr
		 	Title: Vice President


  

			
	
		
	Per:      	 	  

		 	Name:
		 	Title:



  
 This signature page is attached to
and forms part of the First Amending Agreement to the Restated Credit Agreement dated as of July 16, 2015 among Encana Corporation, as Borrower, each of the Lenders thereto, and Royal Bank of Canada, as Agent. 








 
			
	FEDERATION DES CAISSES DESJARDINS DU QUEBEC, as Lender
	
	


 
			
		
	Per:      	 	 /s/ Oliver Sumugod

		 	Name: Oliver Sumugod
		 	Title: Director


  

			
	
		
	Per:      	 	 /s/ Matt van Remmen 

		 	Name: Matt van Remmen
		 	Title: Director



  
 This signature page is attached to
and forms part of the First Amending Agreement to the Restated Credit Agreement dated as of July 16, 2015 among Encana Corporation, as Borrower, each of the Lenders thereto, and Royal Bank of Canada, as Agent. 








  

			
	SUMITOMO MITSUI BANKING CORPORATION, CANADA BRANCH, as Lender
	
	
		
	 Per:      
	 	 /s/ Alfred Lee 

		 	 Name: Alfred Lee

		 	 Title: Managing Director



  

			
	
		
	 Per:      
	 	  

		 	 Name:

		 	 Title:




  
 This signature page is attached to
and forms part of the First Amending Agreement to the Restated Credit Agreement dated as of July 16, 2015 among Encana Corporation, as Borrower, each of the Lenders thereto, and Royal Bank of Canada, as Agent. 









			
	BANK OF AMERICA, N.A., CANADA BRANCH, as Lender
	
	
		
	 Per:      
	 	 /s/ James K.G. Campbell

		 	 Name: James K.G. Campbell

		 	 Title: Director



  

			
	
		
	 Per:      
	 	  

		 	 Name:

		 	 Title:




  
 This signature page is attached to
and forms part of the First Amending Agreement to the Restated Credit Agreement dated as of July 16, 2015 among Encana Corporation, as Borrower, each of the Lenders thereto, and Royal Bank of Canada, as Agent. 









			
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CANADA BRANCH, as Lender
	
	
		
	 Per:      
	 	 /s/ John Hunt

		 	 Name: John Hunt

		 	 Title: Managing Director



  

			
	
		
	 Per:      
	 	  

		 	 Name:

		 	 Title:




  
 This signature page is attached to
and forms part of the First Amending Agreement to the Restated Credit Agreement dated as of July 16, 2015 among Encana Corporation, as Borrower, each of the Lenders thereto, and Royal Bank of Canada, as Agent. 









			
	BARCLAYS BANK PLC, as Lender
	
	
		
	 Per:      
	 	 /s/ Sydney G. Dennis

		 	 Name: Sydney G. Dennis

		 	 Title: Director



  

			
	
		
	 Per:      
	 	  

		 	 Name:

		 	 Title:




  
 This signature page is attached to
and forms part of the First Amending Agreement to the Restated Credit Agreement dated as of July 16, 2015 among Encana Corporation, as Borrower, each of the Lenders thereto, and Royal Bank of Canada, as Agent. 









			
	CITIBANK N.A., CANADIAN BRANCH, as Lender
	
	
		
	 Per:      
	 	 /s/ Jonathan Cain

		 	 Name: Jonathan Cain

		 	 Title: Authorized Signatory



  

			
	
		
	 Per:      
	 	  

		 	 Name:

		 	 Title:




  
 This signature page is attached to
and forms part of the First Amending Agreement to the Restated Credit Agreement dated as of July 16, 2015 among Encana Corporation, as Borrower, each of the Lenders thereto, and Royal Bank of Canada, as Agent. 









			
	JPMORGAN CHASE BANK, N.A.,TORONTO BRANCH, as Lender
	
	
		
	 Per:      
	 	 /s/ Jeffrey C. Miller

		 	 Name: Jeffrey C. Miller

		 	 Title: Executive Director



  

			
	
		
	 Per:      
	 	  

		 	 Name:

		 	 Title:




  
 This signature page is attached to
and forms part of the First Amending Agreement to the Restated Credit Agreement dated as of July 16, 2015 among Encana Corporation, as Borrower, each of the Lenders thereto, and Royal Bank of Canada, as Agent. 









			
	MIZUHO BANK, LTD., as Lender
	
	
		
	 Per:      
	 	 /s/ Brad C. Crilly

		 	 Name: Brad C. Crilly

		 	 Title: Managing Director



  

			
	
		
	 Per:      
	 	  

		 	 Name:

		 	 Title:




  
 This signature page is attached to
and forms part of the First Amending Agreement to the Restated Credit Agreement dated as of July 16, 2015 among Encana Corporation, as Borrower, each of the Lenders thereto, and Royal Bank of Canada, as Agent. 









			
	EXPORT DEVELOPMENT CANADA, as Lender
	
	
		
	 Per:      
	 	 /s/ Christopher Wilson

		 	 Name: Christopher Wilson

		 	 Title: Financing Manager



  

			
	
		
	 Per:      
	 	 /s/ Christiane de Billy

		 	 Name: Christiane de Billy

		 	 Title: Principal




  
 This signature page is attached to
and forms part of the First Amending Agreement to the Restated Credit Agreement dated as of July 16, 2015 among Encana Corporation, as Borrower, each of the Lenders thereto, and Royal Bank of Canada, as Agent. 









			
	BANK OF CHINA (CANADA), as Lender
	
	
		
	 Per:      
	 	 /s/ Liming Xiao

		 	 Name: Liming Xiao

		 	Title: Head of Corporate Banking Department


  

			
	
		
	 Per:      
	 	  

		 	 Name:

		 	 Title:




  
 This signature page is attached to
and forms part of the First Amending Agreement to the Restated Credit Agreement dated as of July 16, 2015 among Encana Corporation, as Borrower, each of the Lenders thereto, and Royal Bank of Canada, as Agent. 









			
	ICICI BANK CANADA, as Lender
	
	
		
	 Per:      
	 	 /s/ Leslie Mathew

		 	 Name: Leslie Mathew

		 	 Title: Assistant Vice President,

		 	 Corporate & Commercial Banking



  

			
	
		
	 Per:      
	 	 /s/ Anthony Coulthard

		 	 Name: Anthony Coulthard

		 	 Title: Senior Vice President,

		 	 Legal & Corporate Secretary




  
 This signature page is attached to
and forms part of the First Amending Agreement to the Restated Credit Agreement dated as of July 16, 2015 among Encana Corporation, as Borrower, each of the Lenders thereto, and Royal Bank of Canada, as Agent. 









			
	MORGAN STANLEY BANK, N.A., as Lender
	
	
		
	 Per:      
	 	 /s/ Michael King

		 	 Name: Michael King

		 	 Title: Authorized Signatory



  

			
	
		
	 Per:      
	 	  

		 	 Name:

		 	 Title:




  
 This signature page is attached to
and forms part of the First Amending Agreement to the Restated Credit Agreement dated as of July 16, 2015 among Encana Corporation, as Borrower, each of the Lenders thereto, and Royal Bank of Canada, as Agent. 








 APPENDIX “A” 

to 
 FIRST AMENDING AGREEMENT 

Schedule “J” to the Agreement dated as of July 16, 2015 among ENCANA CORPORATION as Borrower, the financial and other institutions
named therein from time to time as Lenders and ROYAL BANK OF CANADA as Agent 
 COMMITMENTS 

AGENT: 

							
		 	 	
		 	 Name

 
	 	 Notice Address

 
	  	
		 	 Royal Bank of Canada,

as Administrative Agent
	 	 Royal Bank of Canada

Agency Services Group
 Royal Bank Plaza

P.O. Box 50, 200 Bay Street
 12th Floor, South Tower
 Toronto, Ontario M5J 2W7

Attention: Manager, Agency
 Facsimile: (416) 842-4023
	  	

 LENDERS: 

											
		 	Name	  	  

Syndicated Commitment
	  	
Fronting Bank  

Commitment  
	 	
Swing Line
 Commitment
	  	
		 	 Royal Bank of Canada
	  	US$285,000,000	  	 	 	US$100,000,000	  	
		 	 Canadian Imperial Bank of Commerce
	  	US$285,000,000	  	 	 	US$100,000,000	  	
		 	 The Toronto-Dominion Bank
	  	US$285,000,000	  	 	 	US$100,000,000	  	
		 	 Bank of Montreal
	  	US$240,000,000	  	 	 	US$100,000,000	  	
		 	 The Bank of Nova Scotia
	  	US$240,000,000	  	 	 	US$100,000,000	  	
		 	 National Bank of Canada
	  	US$240,000,000	  	 	 	 	  	
		 	 ATB Financial
	  	US$110,000,000	  	 	 	 	  	
		 	 Credit Suisse AG, Toronto Branch
	  	US$100,000,000	  	 	 	 	  	
		 	 Wells Fargo Bank, N.A.
	  	US$100,000,000	  	 	 	 	  	
		 	 Federation des Caisses Desjardins du Quebec
	  	US$85,000,000	  	 	 	 	  	
		 	 Sumitomo Mitsui Banking Corporation, Canada Branch
	  	US$85,000,000	  	 	 	 	  	
		 	 Bank of America, N.A., Canada Branch
	  	US$55,000,000	  	 	 	 	  	
		 	 The Bank of Tokyo-Mitsubishi UFJ, Ltd., Canada Branch
	  	US$55,000,000	  	 	 	 	  	
		 	 Barclays Bank PLC
	  	US$55,000,000	  	 	 	 	  	
		 	 Citibank N.A., Canadian Branch
	  	US$55,000,000	  	 	 	 	  	
		 	 JPMorgan Chase Bank, N.A., Toronto Branch
	  	US$55,000,000	  	 	 	 	  	
		 	 Mizuho Bank, Ltd.
	  	US$55,000,000	  	 	 	 	  	









  
 A-2 

  

							
	Name	  	  

Syndicated
 Commitment
	  	
Fronting Bank
 Commitment
	  	
Swing Line
 Commitment

	
Export Development Canada
	  	US$40,000,000	  	 	  	 
	
Bank of China (Canada)
	  	US$25,000,000	  	 	  	 
	
ICICI Bank Canada
	  	US$25,000,000	  	 	  	 
	
Morgan Stanley Bank, N.A.
	  	US$25,000,000	  	 	  	 
	
TOTAL COMMITMENT
  
	  	US$2,500,000,000	  	US$0	  	
US$500,000,000