Bellatrix Exploration Ltd. Sample Contracts

BELLATRIX EXPLORATION LTD., as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE dated as of May 21, 2015 U.S.$250,000,000 8.5% Senior Notes due 2020
Indenture • May 22nd, 2015 • Bellatrix Exploration Ltd. • Crude petroleum & natural gas • New York

THIS INDENTURE (this “Indenture”), dated as of May 21, 2015, is between BELLATRIX EXPLORATION LTD., an Alberta, Canada corporation (herein called the “Company”), having its principal office in Suite 1920, 800 – 5th Avenue S.W., Calgary, Alberta, T2P 3T6, and U.S. BANK NATIONAL ASSOCIATION, as Trustee (herein called the “Trustee”).

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SUBSCRIPTION RECEIPT AGREEMENT
Subscription Receipt Agreement • August 9th, 2016 • Bellatrix Exploration Ltd. • Crude petroleum & natural gas • Alberta

BELLATRIX EXPLORATION LTD., a corporation amalgamated under the laws of province of Alberta (hereinafter referred to as the "Corporation")

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UNDERWRITING AGREEMENT
Underwriting Agreement • October 22nd, 2013 • Bellatrix Exploration Ltd. • Crude petroleum & natural gas • Alberta

Canaccord Genuity Corp. (“Canaccord”) and Dundee Capital Markets, a division of Dundee Securities Ltd. (“Dundee”), as co-lead underwriters (together, the “Lead Underwriters”), and National Bank Financial Inc., AltaCorp Capital Inc. and CIBC World Markets Inc. (collectively, the “Underwriters”) understand that Bellatrix Exploration Ltd. (the “Corporation”) proposes to issue and sell 21,875,000 Common Shares (as defined herein) of the Corporation (the “Firm Shares”) at a price of $8.00 per Firm Share. We also understand that the Corporation will prepare and file, in accordance with the terms hereof, the Preliminary Prospectus (as defined herein), the Prospectus (as defined herein) and all other necessary documents in order to qualify the Firm Shares for distribution to the public in each of the Qualifying Provinces (as defined herein).

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DEBENTURE INDENTURE between BELLATRIX EXPLORATION LTD. and COMPUTERSHARE TRUST COMPANY OF CANADA Providing for the Issue of Debentures Dated as of August 9, 2016
Debenture Indenture • August 9th, 2016 • Bellatrix Exploration Ltd. • Crude petroleum & natural gas • Alberta
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SHAREHOLDER agreement
Shareholder Agreement • December 16th, 2014 • Bellatrix Exploration Ltd. • Crude petroleum & natural gas • Alberta

THIS SHAREHOLDER AGREEMENT dated this 12th day of December, 2014 (this "Agreement"), is by and among each of the entities listed on Schedule A hereto (such entities being collectively referred to herein as the "Orange Capital Group") and Bellatrix Exploration Ltd. (the "Corporation").

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REDACTED VERSION] AMENDED AND RESTATED CREDIT AGREEMENT Among: BELLATRIX EXPLORATION LTD. as Borrower - and - NATIONAL BANK OF CANADA as Administration Agent - and - NATIONAL BANK FINANCIAL as Sole Lead Arranger and Bookrunner - and - THE PERSONS...
Credit Agreement • March 13th, 2018 • Bellatrix Exploration Ltd. • Crude petroleum & natural gas • Alberta
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BELLATRIX EXPLORATION LTD., as Company, and U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE dated as of [ ], 2019 U.S.$15,000,000 8.5% Series A Second Lien New Money Notes due 2023 U.S.$15,000,000 8.5% Series B Second Lien...
Indenture • May 31st, 2019 • Bellatrix Exploration Ltd. • Crude petroleum & natural gas • New York

THIS INDENTURE (this “Indenture”), dated as of [ ], 2019, is between BELLATRIX EXPLORATION LTD., a corporation duly organized and existing under the federal laws of Canada (herein called the “Company”), having its principal office in Suite 1920, 800—5th Avenue S.W., Calgary, Alberta, T2P 3T6, and U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee (in such capacity, herein called the “Trustee”) and Collateral Agent (in such capacity, herein called the “Collateral Agent”).

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CONSENT AND SUPPORT AGREEMENT
Joinder Agreement • April 5th, 2019 • Bellatrix Exploration Ltd. • Crude petroleum & natural gas • Ontario

This consent and support agreement dated as of March 28, 2019 (together with all schedules hereto, the “Agreement”) is entered into by and among: (i) Bellatrix Exploration Ltd. (the “Company”), and (ii) each of the other signatories to this Agreement (or a Joinder Agreement (as defined herein)) (each a “Consenting Debentureholder”, and collectively the “Consenting Debentureholders”), with each Consenting Debentureholder being a holder of, and/or investment advisor or manager with sole investment discretion with respect to holdings in, the Company’s 6.75% Extendible Convertible Unsecured Subordinated Debentures (the “Convertible Debentures”) issued pursuant to the Debenture Indenture dated as of August 9, 2016, between the Company, as Issuer, and Computershare Trust Company of Canada, as Trustee (the “Convertible Debenture Trustee”), as amended from time to time (the “Convertible Debenture Indenture”), regarding a series of transactions (collectively, the “Transaction”) pursuant to whic

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arrangement agreement between Bellatrix Exploration Ltd. -and- Angle Energy Inc. October 15, 2013
Arrangement Agreement • October 22nd, 2013 • Bellatrix Exploration Ltd. • Crude petroleum & natural gas • Alberta

WHEREAS Bellatrix proposes to acquire all of the issued and outstanding common shares of Angle and the 5.75% convertible unsecured subordinated debentures of Angle due January 31, 2016;

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BELLATRIX EXPLORATION LTD., as Company, and U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE dated as of [ ], 2019 U.S.$[ ]1 9.5% Third Lien PIK Toggle Notes due 2023
Supplemental Indenture • May 31st, 2019 • Bellatrix Exploration Ltd. • Crude petroleum & natural gas • New York

THIS INDENTURE (this “Indenture”), dated as of [ ], 2019, is between BELLATRIX EXPLORATION LTD., a corporation duly organized and existing under the federal laws of Canada (herein called the “Company”), having its principal office in Suite 1920, 800 - 5th Avenue S.W., Calgary, Alberta, T2P 3T6, and U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee (in such capacity, herein called the “Trustee”) and as Collateral Agent (in such capacity, herein called the “Collateral Agent”).

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UNDERWRITING AGREEMENT
Underwriting Agreement • May 29th, 2014 • Bellatrix Exploration Ltd. • Crude petroleum & natural gas • Alberta

Canaccord Genuity Corp. (“Canaccord”) and Dundee Securities Ltd. (together, the “Lead Underwriters”), AltaCorp Capital Inc., Macquarie Capital Markets Canada Ltd., National Bank Financial Inc., Northland Securities, Inc., TD Securities Inc., CIBC World Markets Inc., GMP Securities L.P., Paradigm Capital Inc. and Scotia Capital Inc. (collectively, the “Underwriters”) understand that Bellatrix Exploration Ltd. (the “Corporation”) proposes to issue and sell 15,800,000 Common Shares (as defined herein) of the Corporation (the “Firm Shares”) at a price of C$9.50 per Firm Share.

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FOURTH AMENDMENT, CONSENT AND WAIVER TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • April 5th, 2019 • Bellatrix Exploration Ltd. • Crude petroleum & natural gas

This Fourth Amendment, Consent and Waiver to Note Purchase Agreement (this “Amendment”), dated as of March 28, 2019, is among BELLATRIX EXPLORATION LTD., an Alberta corporation (the “Issuer”), U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Agent (in such capacity, the “Agent”), and the financial institutions party hereto as Holders.

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Redacted Version] THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • March 21st, 2019 • Bellatrix Exploration Ltd. • Crude petroleum & natural gas

This Third Amendment to Note Purchase Agreement (this “Amendment”), dated as of December 5, 2018, is among BELLATRIX EXPLORATION LTD., an Alberta corporation (the “Issuer”), U.S. BANK NATIONAL ASSOCIATION, as Agent (in such capacity, the “Agent”), and the financial institutions party hereto as Holders.

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CONSENT AGREEMENT
Consent Agreement • April 5th, 2019 • Bellatrix Exploration Ltd. • Crude petroleum & natural gas • Alberta

BELLATRIX EXPLORATION LTD., a corporation subsisting under the laws of the Province of Alberta (hereinafter referred to as the “Borrower”),

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Redacted Version]
Credit Agreement • October 5th, 2018 • Bellatrix Exploration Ltd. • Crude petroleum & natural gas • Alberta
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FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • October 5th, 2018 • Bellatrix Exploration Ltd. • Crude petroleum & natural gas

This First Amendment to Note Purchase Agreement (this “Amendment”), dated as of August 24, 2018, is among BELLATRIX EXPLORATION LTD., an Alberta corporation (the “Issuer”), U.S. BANK NATIONAL ASSOCIATION, as Agent (in such capacity, the “Agent”), and the financial institutions party hereto as Holders.

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NOTE PURCHASE AGREEMENT Among: BELLATRIX EXPLORATION LTD. as Issuer - and - U.S. BANK NATIONAL ASSOCIATION as Agent - and -
Note Purchase Agreement • August 7th, 2018 • Bellatrix Exploration Ltd. • Crude petroleum & natural gas • New York
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SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • October 5th, 2018 • Bellatrix Exploration Ltd. • Crude petroleum & natural gas

This Second Amendment to Note Purchase Agreement (this “Amendment”), dated as of September 7, 2018, is among BELLATRIX EXPLORATION LTD., an Alberta corporation (the “Issuer”), U.S. BANK NATIONAL ASSOCIATION, as Agent (in such capacity, the “Agent”), and the financial institutions party hereto as Holders.

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CONSENT AND SUPPORT AGREEMENT
Joinder Agreement • April 5th, 2019 • Bellatrix Exploration Ltd. • Crude petroleum & natural gas • Ontario

This consent and support agreement dated as of March 28, 2019 (together with all schedules annexed hereto and incorporated herein, the “Agreement”) is entered into by and among: (i) Bellatrix Exploration Ltd. (the “Company”), and (ii) each of the other signatories to this Agreement (or a Joinder Agreement (as defined herein)) (each a “Consenting Noteholder”, and collectively the “Consenting Noteholders”), with each Consenting Noteholder being a holder of, and/or investment advisor or manager with sole investment discretion with respect to holdings in, the Company’s 8.5% senior unsecured notes due 2020 (“Existing Senior Unsecured Notes”) issued pursuant to the Indenture dated as of May 21, 2015, among the Company, as Issuer, and U.S. National Association, as Trustee (“Existing Senior Unsecured Notes Trustee”), as amended from time to time (the “Existing Senior Unsecured Notes Indenture”), regarding a recapitalization transaction (the “Transaction”) pursuant to which, among other things,

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CONFORMED VERSION] FIRST AMENDING AGREEMENT
First Amending Agreement • March 13th, 2018 • Bellatrix Exploration Ltd. • Crude petroleum & natural gas • Alberta

BELLATRIX EXPLORATION LTD., a corporation subsisting under the laws of the Province of Alberta (hereinafter referred to as the “Borrower”),

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