THIRD AMENDED AND RESTATED CREDIT AGREEMENT Among BAYTEX ENERGY CORP. as Canadian Borrower - and - BAYTEX ENERGY USA, INC. as U.S. Borrower - and - THE FINANCIAL INSTITUTIONS AND OTHER PERSONS NAMED FROM TIME TO TIME HEREIN AS LENDERS as Lenders - and...

Execution Version

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Among

BAYTEX ENERGY CORP.

as Canadian Borrower

- and -

BAYTEX ENERGY USA, INC.

as X.X. Xxxxxxxx

- and -

THE FINANCIAL INSTITUTIONS AND OTHER PERSONS NAMED

FROM TIME TO TIME HEREIN AS LENDERS
as Lenders

- and -

THE BANK OF NOVA SCOTIA
as Agent of the Lenders

MADE AS OF JUNE 20, 2023

CANADIAN IMPERIAL BANK OF COMMERCE, ROYAL BANK OF CANADA

AND THE BANK OF NOVA SCOTIA
as Joint Lead Arrangers and Joint Bookrunners

CANADIAN IMPERIAL BANK OF COMMERCE, ROYAL BANK OF CANADA, BANK OF MONTREAL,

NATIONAL BANK OF CANADA AND ATB FINANCIAL
as Co-Syndication Agents

BANK OF MONTREAL, NATIONAL BANK OF CANADA AND ATB FINANCIAL

as Co-Documentation Agents

Norton Xxxx Xxxxxxxxx Canada LLP

Torys LLP

CAN_DMS: \151224894


Article 1 INTERPRETATION		2
1.1	Definitions	2
1.2	Headings; Articles and Sections	48
1.3	Gender and Number; including; successors; in writing	49
1.4	Accounting Principles	49
1.5	References to Agreements and Enactments	50
1.6	Per Annum Calculations	50
1.7	Schedules	50
1.8	Amendment and Restatement	51
1.9	Changes in Liability Management Rating System	51
1.10	Interest Rates; Benchmark Notification	52
Article 2 THE CREDIT FACILITIES		53
2.1	The Credit Facilities	53
2.2	Types of Availments; Overdraft Loans	53
2.3	Purpose	54
2.4	Availability and Nature of the Credit Facilities	54
2.5	Minimum Drawdowns	55
2.6	SOFR Loan Availability	56
2.7	Notice Periods for Drawdowns, Conversions and Rollovers	56
2.8	Conversion Option	57
2.9	SOFR Loan Rollovers; Selection of SOFR Interest Periods	57
2.10	Rollovers and Conversions not Repayments	57
2.11	Agent’s Obligations with Respect to Canadian Prime Rate Loans, U.S. Base Rate Loans and SOFR Loans	58
2.12	Lenders’ and Agent’s Obligations with Respect to Canadian Prime Rate Loans, U.S. Base Rate Loans and SOFR Loans	58
2.13	Irrevocability	58
2.14	Optional Cancellation or Reduction of Credit Facilities	58
2.15	Optional Repayment of Credit Facilities	58
2.16	Mandatory Repayment of Credit Facilities on Maturity Date	59
2.17	Mandatory Repayments of Credit Facilities from Proceeds of Debt or Dispositions	59
2.18	Additional Repayment Terms	60
2.19	Currency Excess	61
2.20	Hedging with Lenders and Hedging Affiliates	62
2.21	Extension of Canadian Revolving Syndicated Facility Maturity Date	62
2.22	Extension of Canadian Operating Facility Maturity Date	64
2.23	Extension of U.S. Syndicated Facility Maturity Date	65
2.24	Extension of U.S. Operating Facility Maturity Date	67
2.25	Replacement of Lenders	67
2.26	Hostile Acquisitions	68
2.27	Accordion for Increase in Revolving Credit Facilities	69
Article 3 CONDITIONS PRECEDENT TO DRAWDOWNS		70
3.1	Conditions Precedent to Amendment and Restatement	70
3.2	Conditions Precedent for All Drawdowns	74
3.3	Waiver	74
Article 4 EVIDENCE OF DRAWDOWNS		74
4.1	Accounts and Records	74
Article 5 PAYMENTS OF INTEREST AND FEES		75
5.1	Interest on Canadian Prime Rate Loans	75
5.2	Interest on U.S. Base Rate Loans	75
5.3	Interest on SOFR Loans	75

Contents

Section Page


5.4	Interest Act (Canada); Conversion of 360-Day Rates	75
5.5	Nominal Rates; No Deemed Reinvestment	76
5.6	Standby Fees	76
5.7	Agent’s Fees	76
5.8	Interest on Overdue Amounts	76
5.9	Waiver	77
5.10	Maximum Rate Permitted by Law	77
5.11	Conforming Changes	77
Article 6 BANKERS’ ACCEPTANCES		77
6.1	Bankers’ Acceptances	77
6.2	Fees	77
6.3	Form and Execution of Bankers’ Acceptances	77
6.4	Power of Attorney; Provision of Bankers’ Acceptances to Lenders	78
6.5	Mechanics of Issuance	80
6.6	Rollover, Conversion or Payment on Maturity	81
6.7	Restriction on Rollovers and Conversions	82
6.8	Rollovers	82
6.9	Conversion into Bankers’ Acceptances	82
6.10	Conversion from Bankers’ Acceptances	82
6.11	BA Equivalent Advances	82
6.12	Termination of Bankers’ Acceptances	83
6.13	Canadian Borrower’s Acknowledgements	83
6.14	Bankers’ Acceptances under the Canadian Operating Facility	83
Article 7 LETTERS OF CREDIT		83
7.1	Availability	83
7.2	Currency, Type, Form and Expiry	84
7.3	No Conversion	84
7.4	POA LC Provisions	84
7.5	Fronted LC Provisions	85
7.6	Letters of Credit if a Canadian Fronting Lender Ceases to be a Canadian Fronting Lender	86
7.7	Letters of Credit if a U.S. Fronting Lender Ceases to be the U.S. Fronting Lender	87
7.8	Records	87
7.9	Reimbursement or Conversion on Presentation	87
7.10	Fronting Lender Indemnity	87
7.11	Fees and Expenses	88
7.12	Additional Provisions	89
7.13	Certain Information and Notices to the Agent with Respect to Letters of Credit	92
Article 8 PLACE AND APPLICATION OF PAYMENTS		92
8.1	Place of Payment of Principal, Interest and Fees; Payments to Agent	92
8.2	Designated Accounts of the Lenders	92
8.3	Funds	92
8.4	Application of Payments	93
8.5	Payments Clear of Taxes; FATCA	93
8.6	Set-Off	97
8.7	Margin Changes; Adjustments for Margin Changes	97
Article 9 REPRESENTATIONS AND WARRANTIES		97
9.1	Representations and Warranties	97
9.2	Deemed Repetition	103
9.3	Other Documents	103
9.4	Effective Time of Repetition	103

Contents

Section Page


9.5	Nature of Representations and Warranties	104
Article 10 GENERAL COVENANTS		104
10.1	Affirmative Covenants	104
10.2	Negative Covenants	111
10.3	Financial Covenants	115
10.4	Most Favoured Lenders	115
10.5	Agent May Perform Covenants	116
Article 11 SECURITY		116
11.1	Security on all Assets	116
11.2	Registration and Fixed Charge Security	119
11.3	Forms	120
11.4	Continuing Security	120
11.5	Dealing with Security	120
11.6	Effectiveness	120
11.7	Release and Discharge of Security	120
11.8	Transfer of Security	121
11.9	Affiliates of Lenders	121
11.10	Security for Hedging and Cash Management with Former Lenders	121
Article 12 EVENTS OF DEFAULT AND ACCELERATION		122
12.1	Events of Default	122
12.2	Acceleration	126
12.3	Conversion on Default	126
12.4	Remedies Cumulative and Waivers	126
12.5	Termination of Lenders’ Obligations	127
12.6	Acceleration of All Lender Obligations	127
12.7	Application and Sharing of Payments Following Acceleration	127
12.8	Calculations as at the Adjustment Time	127
12.9	Sharing Repayments	128
12.10	Adjustments Among Lenders Under Credit Facilities	128
Article 13 CHANGE OF CIRCUMSTANCES		129
13.1	Market Disruption Respecting SOFR Loan	129
13.2	Market Disruption Respecting CDOR Rate	130
13.3	Market Disruption Respecting Bankers’ Acceptances	131
13.4	Benchmark Replacement Setting	131
13.5	Change in Law	139
13.6	Prepayment of Portion	140
13.7	Illegality	141
Article 14 COSTS, EXPENSES AND INDEMNIFICATION		142
14.1	Costs and Expenses	142
14.2	General Indemnity	142
14.3	Environmental Indemnity	143
14.4	Judgment Currency	144
14.5	Limits on Liability of Indemnified Parties	144
Article 15 THE AGENT AND ADMINISTRATION OF THE CREDIT FACILITY		145
15.1	Authorization and Action	145
15.2	Procedure for Making Loans under the Credit Facilities	145
15.3	Remittance of Payments	146
15.4	Redistribution of Payment	146
15.5	Duties and Obligations	148
15.6	Prompt Notice to the Lenders	149

Contents

Section Page


15.7	Agent’s and Lenders’ Authorities	149
15.8	Lender Credit Decision	149
15.9	Indemnification of Agent	149
15.10	Successor Agent	150
15.11	Taking and Enforcement of Remedies	150
15.12	Reliance Upon Agent	151
15.13	No Liability of Agent	151
15.14	The Agent, Fronting Lenders and Defaulting Lenders	151
15.15	Erroneous Payments by the Agent	153
15.16	Article for Benefit of Agent and Lenders	155
Article 16 GENERAL		155
16.1	Exchange and Confidentiality of Information	155
16.2	Nature of Obligation under this Agreement; Defaulting Lenders	157
16.3	Notices	158
16.4	Governing Law	159
16.5	Benefit of the Agreement	160
16.6	Assignment	160
16.7	Participations	161
16.8	Severability	161
16.9	Whole Agreement	161
16.10	Amendments and Waivers	161
16.11	Further Assurances	163
16.12	Attornment	163
16.13	Time of the Essence	163
16.14	Waiver of Jury Trial	164
16.15	Know Your Customer/Anti-Money Laundering Laws	164
16.16	No Fiduciary Duty	164
16.17	Credit Agreement Governs	165
16.18	Electronic Communications	165
16.19	Platform	165
16.20	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	166
16.21	Acknowledgment Regarding Any Supported QFCs	166
16.22	Counterparts	167

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

THIS AGREEMENT is made as of June 20, 2023

AMONG:

BAYTEX ENERGY CORP., a corporation amalgamated under the laws of the Province of Alberta (hereinafter referred to as the “Canadian Borrower”), and BAYTEX ENERGY USA, INC., a Delaware corporation (hereinafter referred to as the “U.S. Borrower” and together with the Canadian Borrower collectively, the “Borrowers” and, individually, a “Borrower”),

OF THE FIRST PART,

- and -

THE FINANCIAL INSTITUTIONS AND OTHER PERSONS NAMED FROM TIME TO TIME HEREIN AS LENDERS (hereinafter collectively referred to as the “Lenders” and individually referred to as a “Lender”),

OF THE SECOND PART,

- and -

THE BANK OF NOVA SCOTIA, a Canadian chartered bank, as administrative agent of the Lenders hereunder (hereinafter referred to as the “Agent”),

OF THE THIRD PART.

WHEREAS the Borrowers, certain of the Lenders and the Agent are party to the Existing Credit Agreement;

AND WHEREAS the Canadian Borrower and Ranger have entered into the Merger Agreement to consummate the Ranger Acquisition;

AND WHEREAS the parties hereto have agreed to amend and restate the Existing Credit Agreement on the terms and conditions hereinafter set forth;

AND WHEREAS the Lenders have agreed to provide the Credit Facilities to the Borrowers on the terms and conditions herein set forth;

AND WHEREAS the Lenders wish the Agent to act on their behalf with regard to certain matters associated with the Credit Facilities;

NOW THEREFORE THIS AGREEMENT WITNESSES that 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 by each of the parties hereto, the parties hereto covenant and agree as follows:

Article 1
INTERPRETATION

1.1Definitions

(1)In this Agreement, unless something in the subject matter or context is inconsistent therewith:

“2027 Note Indenture” means the indenture dated as of February 5, 2020 among the Canadian Borrower as issuer, the guarantors party thereto, and Computershare Trust Company, N.A. as trustee in respect of the 2027 Notes.

“2027 Notes” means the 8.75% senior notes due 2027 in the initial aggregate principal amount of U.S.$500,000,000 issued by the Canadian Borrower under the 2027 Note Indenture.

“2030 Note Indenture” means the indenture dated as of April 27, 2023 among the Canadian Borrower as issuer, the guarantors party thereto, and Computershare Trust Company, N.A., as trustee in respect of the 2030 Notes.

“2030 Notes” means the 8.50% senior notes due 2030 in the initial aggregate principal amount of U.S.$800,000,000 issued by the Canadian Borrower under the 2030 Note Indenture.

“Abandonment/Reclamation Order” means any abandonment, reclamation and/or non-compliance order or directive issued by an Energy Regulator which relates to any assets of any one or more of the Canadian Borrower and the Material Subsidiaries.

“Abandonment and Reclamation Report” means an annual report pertaining to the abandonment and reclamation obligations of the Canadian Borrower and its Material Subsidiaries in respect of upstream oil and gas xxxxx, facilities and pipelines located in Canada, such report to be substantially in the form attached hereto as Schedule M.

“Acceleration” has the meaning set out in Section 12.10(1).

“Acceleration Notice” means a written notice delivered by the Agent to the applicable Borrower pursuant to Section 12.2 declaring all Obligations of such Borrower outstanding hereunder to be due and payable.

“Account Control Agreement” means an account control agreement (or equivalent in any other applicable jurisdiction) with respect to a deposit account or securities account of a Borrower or a Material Subsidiary, in each case acknowledged and agreed to by the institution at which such account is held and in form and substance satisfactory to the Agent, acting reasonably.

“Acquisition Uses of Proceeds” means, collectively, (a) the repayment (or cash collateralization in the case of letters of credit) of the Ranger Credit Agreement, (b) the payment of termination amounts payable upon any early termination of any outstanding hedge agreements and other derivatives by Ranger or its Subsidiaries, (c) the redemption, repurchase, defeasance or satisfaction and discharge of all indebtedness and other obligations under or in respect of the Ranger Notes and the Ranger Indenture, (d) the payment of the “Cash Consideration” (as defined in the Merger Agreement) in respect of the Ranger Acquisition, (e) the repayment of all indebtedness and other obligations owing to The Toronto-Dominion Bank as a withdrawing Lender (under and as defined in the Existing Credit Agreement) and (f) the payment of transaction expenses in connection with the Transactions.

“Additional Compensation” has the meaning set out in Section 13.5(1).

“Adjusted Term SOFR” means, for purposes of any calculation and subject to Section 13.4, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that, if the Adjusted Term SOFR as so determined above for any day would be less than the Floor, then the Adjusted Term SOFR shall be deemed to be the Floor for such day.

“Adjustment Time” means the time of occurrence of the last event necessary (including the delivery of a Demand for Payment) to ensure that all Secured Obligations are thereafter due and payable.

“Advance” means an advance of funds made by the relevant Lenders or by any one or more of them to a Borrower (including by way of overdraft under the Operating Facilities), but does not include any Conversion or Rollover.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affected Loan” has the meaning set out in Section 13.6.

“Affiliate” means any Person which, directly or indirectly, controls, is controlled by or is under common control with another Person; and, for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” or “under common control with”) means the power to direct or cause the direction of the management and policies of any Person, whether through the ownership of shares or other economic interests, the holding of voting rights or contractual rights or otherwise.

“Agency Fee Agreement” means an agency fee agreement agreed to in writing between the Canadian Borrower and the Agent from time to time respecting the payment of certain fees and other amounts to the Agent for its own account.

“Agent Parties” has the meaning set out in Section 16.19.

“Agent’s Canadian Facility Accounts” means the following accounts maintained by the Agent to which payments and transfers in respect of any Canadian Syndicated Facility under this Agreement are to be effected:

(a)for Canadian Dollars:

[redacted] and

(b)for United States Dollars:

[redacted]

or such other account or accounts as the Agent may from time to time designate by notice to the Canadian Borrower and the Canadian Syndicated Facility Lenders.

“Agent’s U.S. Facility Account” means the following account for United States Dollars maintained by the Agent to which payments and transfers in respect of the U.S. Syndicated Facility under this Agreement are to be effected:

[redacted]

or such other account or accounts as the Agent may from time to time designate by notice to the U.S. Borrower and the U.S. Syndicated Facility Lenders.

“Aggregate Individual Canadian Commitment” means, in respect of each Lender as at any relevant date of determination, an amount equal to the aggregate Commitments of such Lender under the Canadian Credit Facilities.

“Aggregate Individual U.S. Commitment” means, in respect of each Lender as at any relevant date of determination, an amount equal to the aggregate Commitments of such Lender under the U.S. Credit Facilities.

“Agreement” means this third amended and restated credit agreement, as the same may be amended, modified, supplemented or restated from time to time in accordance with the provisions hereof.

“AML/KYC Legislation” has the meaning set out in Section 16.15.

“Applicable Laws” or “applicable law” means, in relation to any Person, transaction or event:

(a)all applicable provisions of laws, statutes, rules and regulations from time to time in effect of any Governmental Authority (including, Regulations T, U and X, which is applicable to such Person, transaction or event); and

(b)all Governmental Authorizations to which the Person is a party or by which it or its property is bound or having application to the transaction or event.

“Applicable Pricing Rate”, as regards any Loan or the standby fees payable in accordance with Section 5.6, means:

In the case of any Loan under any Revolving Credit Facility, when the Senior Secured Debt to EBITDA Ratio (calculated as at the Quarter End for the 12 months ended on such date) is one of the following, the percentage rate per annum set forth opposite such ratio in the column applicable to the type of Loan in question or such standby fee:

Level

Senior Secured Debt to EBITDA Ratio

Margin on Canadian Prime Rate Loans and U.S. Base Rate Loans

Margin on SOFR Loans, Acceptance Fees for Bankers’ Acceptances and Issuance Fees for Letters of Credit

Standby Fee

[redacted]

In the case of any Loan under the Term Facility:


Margin on Canadian Prime Rate Loans and U.S. Base Rate Loans			Margin on SOFR Loans and Acceptance Fees for Bankers’ Acceptances
[redacted]			[redacted]

provided that, in each case:

(a)the above rates per annum applicable to SOFR Loans are expressed on the basis of a year of 360 days and the above rates per annum applicable to all other Loans are expressed on the basis of a year of 365 days;

(b)standby fees shall be calculated daily on the unutilized portion of each Revolving Credit Facility and be payable quarterly in arrears;

(c)issuance fees for Non-Financial LCs shall be [redacted]% of the rate specified above; provided that, if any such Non-Financial LC is determined by OSFI or any other applicable Governmental Authority having jurisdiction to not be a Non-Financial LC after the issuance thereof, the foregoing rate for such Non-Financial LC shall be adjusted back to 100% of the rate specified above with retroactive effect to the date of issuance and the incremental issuance fee payable for the period from the date of issuance to the date of such determination by OSFI or such other applicable Governmental Authority shall be payable on the first (1st) Banking Day following the Quarter End in which OSFI or such other applicable Governmental Authority makes such determination;

(d)in the case of any Loan under any Revolving Credit Facility, the Applicable Pricing Rate in effect on the Effective Date shall be based upon the Compliance Certificate delivered to the Agent pursuant to Section 3.1(j)(i); and

(e)changes in the Applicable Pricing Rate in respect of the Revolving Credit Facilities shall be effective in accordance with Section 8.7.

“Approved Fund” means any Fund that is administered or managed by:

(a)a Lender;

(b)an Affiliate of a Lender; or

(c)a Person or an Affiliate of a Person that administers or manages a Lender.

“Approved Securities” means obligations maturing within one year from their date of purchase or other acquisition by the Canadian Borrower or a Subsidiary and which are:

(a)issued by the Government of Canada or an instrumentality or agency thereof and guaranteed fully as to principal, premium, if any, and interest by the Government of Canada;

(b)issued by a province of Canada, or an instrumentality or agency thereof, which has a long term debt rating of at least A by S&P, A2 by Moody’s, or A by DBRS; or

(c)term deposits, guaranteed investment certificates, certificates of deposit, bankers’ acceptances or bearer deposit notes, in each case, of any Canadian chartered bank which has a long term debt rating of at least A+ by S&P, A1 by Moody’s, or A (high) by DBRS.

“Assignment Agreement” means an assignment agreement substantially in the form of Schedule B annexed hereto, with such modifications thereto as may be required from time to time by the Agent, acting reasonably.

“Assumed Acquisition Liens” means (a) Security Interests on any property or assets of a Person existing at the time such Person is amalgamated, merged with or into or consolidated with a Borrower or any Subsidiary in a transaction permitted by this Agreement, provided that such liens were in existence prior to and not incurred in the contemplation of such amalgamation, merger or consolidation and do not extend to any property or assets other than those of the Person amalgamated, merged into or consolidated with such Borrower or Subsidiary (and additions, accessions, improvements and replacements and customary deposits in connection therewith and proceeds, insurance, distributions and products of the foregoing); and (b) Security Interests on any property or assets existing at the time of acquisition thereof by a Borrower or any Subsidiary or on any property or assets of a Person at the time of acquisition of such Person by a Borrower or any Subsidiary and do not extend to any other property or assets (and additions, accessions, improvements and replacements and customary deposits in connection therewith and proceeds, insurance, distributions and products of the foregoing), in either case, in a transaction permitted by this Agreement (and additions, accessions, improvements and replacements and customary deposits in connection therewith and proceeds, insurance, distributions and products of the foregoing), provided that such liens were not incurred in contemplation of any such acquisition.

“Attributable Debt” means, in respect of any lease (whether characterized as a capital lease or an operating lease under GAAP or not) entered into by a Person or a Subsidiary thereof as lessee, the present value (discounted at the rate of interest implicit in such transaction, determined in accordance with GAAP) of the lease payments of the lessee, including all rent and payments to be made by the lessee in connection with the return of the leased property, during the remaining term of the lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended) but excluding for certainty, amounts required to be paid on account of insurance, taxes, assessments, utility, operating and labour costs and similar charges.

“BA Discount Rate” means:

(a)in relation to a Bankers’ Acceptance accepted by a Schedule I Lender, the CDOR Rate;

(b)in relation to a Bankers’ Acceptance accepted by a Schedule II Lender or Schedule III Lender, the lesser of:

(i)the Discount Rate then applicable to bankers’ acceptances having identical issue and comparable maturity dates as such Bankers’ Acceptances, accepted by such Schedule II Lender or Schedule III Lender; and

(ii)the CDOR Rate plus 0.10% per annum,

provided that if both such rates are equal, then the “BA Discount Rate” applicable thereto shall be the rate specified in (i) above;

(c)in relation to a BA Equivalent Advance:

(i)made by a Schedule I Lender, Export Development Canada or ATB Financial, the CDOR Rate;

(ii)made by a Schedule II Lender or Schedule III Lender, the rate determined in accordance with subparagraph (b) of this definition; and

(iii)made by any other Lender, the CDOR Rate plus 0.10% per annum.

“BA Equivalent Advance” means, in relation to a Drawdown of, Conversion into or Rollover of Bankers’ Acceptances, an advance in Canadian Dollars made by a Non-Acceptance Lender as part of such Loan.

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

“Bail-In Legislation” means:

(a)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; and

(b)with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their respective Affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankers’ Acceptance” means a draft in Canadian Dollars drawn by a Canadian Borrower, accepted by a Lender and issued for value pursuant to this Agreement.

“Banking Day” means any day other than a Saturday or a Sunday or a legal holiday on which commercial banks are authorized or required by law to be closed for business in Calgary, Toronto, Montreal, Québec and New York; provided that, when used in connection with a SOFR Loan, or any other calculation or determination involving SOFR, the term “Banking Day” means any such day that is also a U.S. Government Securities Business Day.

“Basel III” means the agreements on capital requirements, leverage ratios and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, modified, supplemented, reissued or replaced from time to time, and “Basel III: The liquidity coverage ratio and liquidity risk monitoring tools” published by the Basel Committee on Banking Supervision in January 2013, as amended, modified, supplemented, reissued or replaced from time to time.

“Baytex LuxCo” means BTE Holdings S.à x.x.

“Benchmark Loan” means (a) any SOFR Loan; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark Replacement thereof, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 13.4; and (b) any CAD Benchmark Loan.

“Borrowers” means, collectively, the Canadian Borrower and the U.S. Borrower, and “Borrower” means any one of them.

“Canadian Assigned Interests” has the meaning set out in Section 2.21(5)(a).

“Canadian Borrower” means Baytex Energy Corp. and its successors and permitted assigns.

“Canadian Credit Facilities” means, collectively, the Canadian Revolving Syndicated Facility, the Term Facility and the Canadian Operating Facility, and “Canadian Credit Facility” means any one of such credit facilities.

“Canadian Dollars” and “Cdn.$” mean the lawful money of Canada.

“Canadian Fronting Lender” means The Bank of Nova Scotia and/or such other Canadian Revolving Syndicated Facility Lender which is designated by the Canadian Borrower, acceptable to the Agent (acting reasonably) and agrees in writing with the Canadian Borrower and the Agent to become a Canadian Fronting Lender hereunder.

“Canadian Fronting Lender Withdrawal Notice” has the meaning set out in Section 7.6(1).

“Canadian Operating Facility” means the credit facility in the maximum principal amount of U.S.$50,000,000 or the Equivalent Amount in Canadian Dollars to be made available to the Canadian Borrower by the Canadian Operating Lender in accordance with the provisions hereof, subject to any reduction or increase in accordance with the provisions hereof.

“Canadian Operating Facility Commitment” means the commitment by the Canadian Operating Lender under the Canadian Operating Facility to provide the amount of United States Dollars (or the Equivalent Amount thereof) set forth opposite its name in Part 2 of Schedule A annexed hereto, subject to any reduction or increase in accordance with the terms hereof.

“Canadian Operating Facility Extension Request” has the meaning set out in Section 2.22(1).

“Canadian Operating Facility Maturity Date” means, in respect of the Obligations owing to the Canadian Operating Lender under the Canadian Operating Facility, April 1, 2026 or such later date to which the same may be extended in accordance with Section 2.22.

“Canadian Operating Lender” means the Lender having the Canadian Operating Facility Commitment, being initially The Bank of Nova Scotia.

“Canadian Operating Lender’s Account” means the following accounts maintained by the Canadian Operating Lender to which payments and transfers in respect of the Canadian Operating Facility under this Agreement are to be effected:

(a)for Canadian Dollars:

[redacted]

(b)for United States Dollars:

[redacted]

or such other account or accounts as the Canadian Operating Lender may from time to time designate by notice to the Canadian Borrower.

“Canadian Prime Rate” means, for any day, the greater of:

(a)the rate of interest per annum established from time to time by the Agent as the reference rate of interest for the determination of interest rates that the Agent will charge to customers of varying degrees of creditworthiness in Canada for Canadian Dollar demand loans in Canada; and

(b)the One Month CDOR Rate, plus 1.00% per annum,

provided that, (i) if both such rates are equal or if such one month bankers’ acceptance rate is unavailable for any reason on any date of determination, then the “Canadian Prime Rate” shall be the rate specified in (a) above and (ii) to the extent such higher rate as determined above for any day would be less than the Floor, such rate shall be deemed to be the Floor for such day.

“Canadian Prime Rate Loan” means an Advance in, or Conversion into, Canadian Dollars made by the Lenders (or any one of them) to a Canadian Borrower with respect to which the Canadian Borrower has specified or a provision hereof requires that interest is to be calculated by reference to the Canadian Prime Rate.

“Canadian Revolving Facilities” means, collectively, the Canadian Revolving Syndicated Facility and the Canadian Operating Facility, and “Canadian Revolving Facility” means any one of such credit facilities.

“Canadian Revolving Syndicated Facility” means the credit facility in the maximum principal amount of U.S.$750,000,000 or the Equivalent Amount in Canadian Dollars to be made available to the Canadian Borrower by the Lenders in accordance with the provisions hereof, subject to any reduction or increase in accordance with the provisions hereof.

“Canadian Revolving Syndicated Facility Commitment” means the commitment by each Lender under the Canadian Revolving Syndicated Facility to provide the amount of United States Dollars (or the Equivalent Amount thereof) set forth opposite its name in Part 1 of Schedule A annexed hereto, subject to any reduction or increase in accordance with the provisions hereof.

“Canadian Revolving Syndicated Facility Lenders” means the Lenders having Canadian Revolving Syndicated Facility Commitments.

“Canadian Revolving Syndicated Facility Maturity Date” means, in respect of the Obligations owing to a given Lender under the Canadian Revolving Syndicated Facility, April 1, 2026 or such later date to which the same may be extended from time to time with respect to a given Lender in accordance with Section 2.21.

“Canadian Syndicated Facilities” means, collectively, the Canadian Revolving Syndicated Facility and the Term Facility and “Canadian Syndicated Facility” means any one of such credit facilities.

“Canadian Syndicated Facility Lenders” means, collectively, the Canadian Revolving Syndicated Facility Lenders and the Term Facility Lenders.

“Capital Adequacy Requirements” means the Guideline dated April 2018, entitled “Capital Adequacy Requirements (CAR)” issued by OSFI and all other guidelines or requirements relating to capital adequacy issued by OSFI or any other Governmental Authority regulating or having jurisdiction with respect to any Lender, as amended, modified, supplemented, reissued or replaced from time to time.

“Cash Collateral” has the meaning set out in Section 2.18(3).

“Cash Collateral Account” has the meaning set out in Section 2.18(3).

“Cash Management Arrangements” means any arrangement entered into or to be entered into by a Borrower or any of their Subsidiaries with a Cash Manager for or in respect of cash management services for such Borrower and its Subsidiaries, including centralized operating accounts, automated clearing house transactions, controlled disbursement services, treasury, depository, overdraft and electronic funds transfer services, foreign exchange facilities, currency exchange transactions or agreements and options

with respect thereto, credit card processing services, credit or debit cards, purchase cards and any indemnity given in connection with any of the foregoing.

“Cash Management Documents” means, collectively, all agreements, instruments and other documents which evidence, establish, govern or relate to any or all of the Cash Management Arrangements.

“Cash Management Obligations” means, at any time and from time to time, all of the obligations, indebtedness and liabilities (present or future, absolute or contingent, matured or not) of the Borrowers and their Subsidiaries under, pursuant or relating to the Cash Management Arrangements or Cash Management Documents and whether the same are from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred again and including all principal, interest, fees, legal and other costs, charges and expenses, and other amounts payable by the Borrowers and their Subsidiaries under the Cash Management Arrangements or Cash Management Documents; in any event, and notwithstanding anything herein to the contrary, Cash Management Obligations shall include the obligations, indebtedness and liabilities of the Borrowers and their Subsidiaries to a Cash Manager for or in relation to each of the following:

(a)daylight credit associated with wire transfers;

(b)daylight credit associated with inter-account transfers; and

(c)daylight credit for foreign exchange settlement.

“Cash Manager” means each Lender which, from time to time, is a provider of Cash Management Arrangements to the Borrowers and their Subsidiaries, and which includes The Bank of Nova Scotia on the date hereof.

“CDOR Rate” means, on any day when Bankers’ Acceptances are to be issued pursuant hereto, the per annum rate of interest which is the rate determined as being the arithmetic average of the annual yield rates applicable to Canadian Dollar bankers’ acceptances having identical issue and comparable maturity dates as the Bankers’ Acceptances proposed to be issued by a Canadian Borrower displayed and identified as such on the display referred to as the “Refinitiv Screen Canadian Dollar Offered Rate (CDOR) Page” (or any display substituted therefor) of Reuters Monitor Money Rates Service (or any successor thereto or Affiliate thereof) as at approximately 10:00 a.m. (Toronto time) on such day, or if such day is not a Banking Day, then on the immediately preceding Banking Day (as adjusted by the Agent in good faith after approximately 10:00 a.m. (Toronto time) to reflect any error in a posted rate or in the posted average annual rate); provided, however, that if such a rate does not appear on such CDOR page, then the CDOR Rate, on any day, shall be the Discount Rate quoted by the Agent (determined as of approximately 10:00 a.m. (Toronto time) on such day) which would be applicable in respect of an issue of bankers’ acceptances in a comparable amount and with comparable maturity dates to the Bankers’ Acceptances proposed to be issued by the Canadian Borrower on such day, or if such day is not a Banking Day, then on the immediately preceding Banking Day; provided that, if the rate as so determined above for any day would be less than the Floor, such rate shall be deemed to be the Floor for such day.

“CDOR Reference Rate” means a rate per annum equal to the Canadian dollar offered rate as administered by RBSL.

“Change of Control” means and shall be deemed to have occurred if and when:

(a)any Person or Persons acting jointly or in concert (within the meaning ascribed to such phrase in the Securities Act (Alberta)) shall beneficially own or control, directly or indirectly, Voting Shares in the capital of the Canadian Borrower which have or represent more than 50% of all the votes entitled to be cast by shareholders for an election of the board of directors of the Canadian Borrower;

(b)other than in the case of an Excluded Replacement, individuals who were elected as members of the board of directors of the Canadian Borrower by the most recent resolutions of the shareholders of the Canadian Borrower shall no longer constitute a majority of the board of directors of the Canadian Borrower at any time prior to the next following resolutions of the shareholders of the Canadian Borrower relating to the election of the same;

(c)other than in the case of an Excluded Replacement, individuals who were members of the board of directors of the Canadian Borrower immediately prior to resolutions of the shareholders of the Canadian Borrower relating to the election of directors shall not constitute a majority of the board of directors following such election; or

(d)if and for so long as there are any Obligations under the U.S. Credit Facilities that have not been fully cancelled, the U.S. Borrower ceases to be a Wholly-Owned Subsidiary at any time.

“clearing house” has the meaning set out in Section 6.4.

“Code” means the Internal Revenue Code of 1986 (United States).

“Collateral Investment” has the meaning set out in Section 2.18(3).

“Commitment” means, as the context requires, a Canadian Revolving Syndicated Facility Commitment, a U.S. Syndicated Facility Commitment, a Canadian Operating Facility Commitment, a U.S. Operating Facility Commitment or a Term Facility Commitment.

“Commitment Letter” means the commitment letter dated February 27, 2023 among the Borrower, Canadian Imperial Bank of Commerce, Royal Bank of Canada and The Bank of Nova Scotia, as amended, supplemented or otherwise modified from time to time.

“Commodity Agreement” means any agreement for the making or taking of delivery of any commodity (including Petroleum Substances), any commodity swap agreement, floor, cap or collar agreement or commodity future, forward, derivative or option transaction or other similar agreement or arrangement, or any combination thereof, entered into by the Canadian Borrower or a Subsidiary where the subject matter of the same is any commodity or the price, value or amount payable thereunder is dependent or based upon the price of any commodity or fluctuations in the price of any commodity, but shall not include any agreement for the making or taking of physical delivery of any commodity (including Petroleum Substances) in the ordinary course of business or the physical purchase or sale of any commodity (including Petroleum Substances) by the Canadian Borrower or a Subsidiary entered into in the ordinary course of business unless either (a) such agreement is with a bank, investment bank, securities dealer, insurance company, trust company, pension fund, institutional investor or any other financial institution or any Affiliate of any of the foregoing, or (b) such agreement is entered into for hedging purposes or otherwise for the purpose of eliminating or reducing the financial risk or exposure of the Canadian Borrower or a Subsidiary to fluctuations in the prices of commodities (including Petroleum Substances and, for certainty, any such agreement for the physical making, taking, purchase or sale of Petroleum Substances referred to in (a) or (b) of this definition shall constitute a “Commodity Agreement” for all purposes hereof).

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Communications” has the meaning set out in Section 16.19.

“Compliance Certificate” means a certificate of the Canadian Borrower signed on its behalf by any one of the president and chief executive officer, chief financial officer, chief operating officer, vice president finance or treasurer of the Canadian Borrower, substantially in the form annexed hereto as Schedule C, to be given to the Agent and the Lenders by the Canadian Borrower pursuant hereto.

“Consolidated Assets” means, on any date of determination, the assets of the Canadian Borrower determined on a consolidated basis in accordance with GAAP.

“Consolidated Tangible Assets” means, with respect to the Canadian Borrower, Consolidated Assets less:

(a)any value attributed to intangible assets (such as, but not limited to, goodwill, patents, trademarks, intellectual property, organization expenses, trade names, deferred costs and deferred charges); and

(b)minority interests,

in either case, as shown on the consolidated balance sheet of the Canadian Borrower and determined in accordance with GAAP.

“Controlled Group” means all members of a controlled group of corporations and all businesses (whether or not incorporated) under common control which, together with a Borrower, are treated as a single employer under Sections 414(b), (c), (m) or (o) of the Code.

“Conversion” means a conversion or deemed conversion of a Loan under a given Credit Facility into another type of Loan under the same Credit Facility pursuant to the provisions hereof; provided that, subject to Section 2.8 and to Article 6 with respect to Bankers’ Acceptances, the conversion of a Loan under a Canadian Revolving Facility denominated in one currency to a Loan denominated in another currency shall be effected by (a) repayment of the Loan or portion thereof being converted in the currency in which it was denominated and (b) re-advance to the relevant Borrower of the Loan into which such conversion was made.

“Conversion Date” means the date specified by a Borrower as being the date on which such Xxxxxxxx has elected to convert, or this Agreement requires the Conversion of, one type of Loan under a given Credit Facility into another type of Loan under the same Credit Facility and which shall be a Banking Day.

“Conversion Notice” means a notice substantially in the form annexed hereto as Schedule D to be given to the Agent by a Borrower pursuant hereto.

“Convertible Debentures” means, with respect to the Canadian Borrower, convertible subordinated debentures issued by the Canadian Borrower which have all of the following characteristics:

(a)the obligations under, pursuant or relating to such debentures and the indenture or agreement governing such debentures shall be unsecured obligations of the Canadian Borrower, and no Subsidiary thereof shall have provided a Guarantee or any financial assistance or any security in respect of any of such obligations;

(b)an initial final maturity, or due date in respect of repayment of principal, which is after each Maturity Date in effect at the time such debentures are issued;

(c)no scheduled or mandatory payments, redemptions or purchases of principal thereunder (other than acceleration following an event of default in regard thereto or payments which can be satisfied by the delivery of common shares in the capital of the Canadian Borrower as contemplated in (g) below and other than on a change of control of the Canadian Borrower where a Change of Control of the Canadian Borrower also occurs) prior to each Maturity Date in effect at the time such debentures are issued;

(d)upon and during the continuance of any Event of Default or acceleration of the time for payment of any of the Secured Obligations which has not been rescinded, (i) all amounts payable by the Canadian Borrower in respect of principal, premium (if any), interest or other obligations under, pursuant or relating to such debentures are subordinate and junior in right of payment to all the Secured Obligations and (ii) no enforcement steps or proceedings may be commenced in respect of such debentures;

(e)upon any distribution of the assets of the Canadian Borrower on any dissolution, winding up, total liquidation or reorganization of such Person (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Canadian Borrower, or otherwise), all the Secured Obligations shall first be paid in full in cash, or provisions made for such payment, before any payment by the Canadian Borrower is made on account of principal, premium (if any), interest or other obligations payable in regard to such debentures;

(f)a default, event of default under, or acceleration of the time for repayment of, any Debt (including any of the Secured Obligations) or enforcement of the rights and remedies by the holder of such Debt (including the Agent and the Lenders hereunder or under any other Document, Cash Management Documents or Lender Financial Instrument or document delivered pursuant hereto or thereto) shall not:

(i)cause a default or event of default (with the passage of time or otherwise) under such debentures or the indenture or agreement governing the same; or

(ii)cause or permit the obligations under, pursuant or relating to such debentures to be due and payable prior to the stated maturity thereof;

provided however that, notwithstanding the foregoing provisions of subparagraph (f) (but, for certainty, without limiting or affecting in any manner whatsoever the other provisions of this definition), such debentures and the indenture or agreement governing the same may provide that an event of default under another indenture, agreement or instrument evidencing indebtedness for borrowed money of the Canadian Borrower or a Material Subsidiary which has resulted in (A) indebtedness for borrowed money thereunder in excess of the Threshold Amount being accelerated and (B) the holders of such indebtedness being entitled to commence, and such holders having commenced, the enforcement of the security they hold for such indebtedness (if any) or the exercise of any other creditors’ remedies to collect such indebtedness, may constitute an “event of default” under and as defined in such debentures and indenture or agreement governing the same;

(g)except during an event of default under and as defined in the indenture or agreement governing such debentures, payments of principal due and payable under, pursuant or relating to such debentures can be satisfied, at the option of the Canadian Borrower, by issuing and delivering common shares in the capital of the Canadian Borrower in accordance with the indenture or agreement governing such debentures; and

(h)except during an event of default under and as defined in the indenture or agreement governing such debentures, payments of interest due and payable under, pursuant or relating to such debentures can be satisfied, at the option of the Canadian Borrower and in accordance with the indenture or agreement governing such debenture, by payment of the proceeds of the issue and sale of common shares in the capital of the Canadian Borrower resulting from a bid process whereby the trustee under the indenture or agreement governing such debentures:

(i)accepts delivery from the Canadian Borrower of such common shares;

(ii)accepts bids with respect to, and consummates sales of, such common shares, each as the Canadian Borrower shall direct in its absolute discretion; and

(iii)uses the proceeds received from such sale of common shares to satisfy such interest,

where the acceptance of any such bid in accordance with (ii) above is conditional on the acceptance of sufficient bids to result in aggregate proceeds from such issue and sale of common shares equalling the interest due on the applicable interest payment date.

“Credit Facilities” means, collectively, the Syndicated Facilities and the Operating Facilities, and “Credit Facility” means any one of such credit facilities.

“Currency Excess” has the meaning set out in Section 2.19(1).

“Currency Excess Deficiency” has the meaning set out in Section 2.19(2).

“Currency Hedging Agreement” means any currency swap agreement, cross currency agreement, forward agreement, floor, cap or collar agreement, future, derivative or option transaction, insurance or other similar agreement or arrangement, or any combination thereof, entered into by the Canadian Borrower or a Subsidiary where the subject matter of the same is currency exchange rates or the price, value or amount payable thereunder is dependent or based upon currency exchange rates or fluctuations in currency exchange rates as in effect from time to time.

“DBNA” has the meaning set out in Section 6.4.

“DBRS” means DBRS Morningstar, a division of DBRS Inc. and any successors thereto.

“Debt” means, with respect to any Person (“X”), without duplication, all obligations, liabilities and indebtedness of X and its Subsidiaries which would, in accordance with GAAP, be classified upon a consolidated balance sheet of X as indebtedness of X and its Subsidiaries for borrowed money and, whether or not so classified, shall include (without duplication):

(a)indebtedness of X and its Subsidiaries for borrowed money;

(b)obligations of X and its Subsidiaries arising pursuant or in relation to: (i) bankers’ acceptances (including payment and reimbursement obligations in respect thereof), or (ii) letters of credit and letters of guarantee supporting obligations which would otherwise constitute Debt within the meaning of this definition or indemnities issued in connection therewith;

(c)obligations of X and its Subsidiaries with respect to drawings under all other letters of credit and letters of guarantee;

(d)obligations of X and its Subsidiaries under Guarantees, indemnities, assurances, legally binding comfort letters or other contingent obligations relating to the indebtedness or other obligations of any other Person which would otherwise constitute Debt within the meaning of this definition if such other Person was X and all other obligations incurred for the purpose of or having the effect of providing financial assistance to another Person in respect of such indebtedness or such other Debt obligations, including endorsements of bills of exchange (other than for collection or deposit in the ordinary course of business);

(e)(i) all indebtedness of X and its Subsidiaries representing the deferred purchase price of any property to the extent that such indebtedness is or remains unpaid after the expiry of the customary time period for payment; provided however that such time period shall in no event exceed 90 days, and (ii) all obligations of X and its Subsidiaries created or arising under any conditional sales agreement or other title retention agreement which is not a lease;

(f)all Attributable Debt of X and its Subsidiaries other than in respect of (i) leases of office space or (ii) operating leases under IFRS and, at the option of the Canadian Borrower, any present or future lease that would have been characterized as an operating lease under GAAP as in effect on December 31, 2010, in each case entered into in the ordinary course of business (and for certainty, no Sale-Leaseback shall be considered to be entered into in the ordinary course of business of X and its Subsidiaries); and

(g)Prepaid Obligations of X and its Subsidiaries;

but shall exclude, for certainty, each of the following, determined (as required) in accordance with GAAP:

(h)accounts payable to trade creditors and accrued liabilities incurred in the ordinary course of business;

(i)current taxes payable and future taxes;

(j)dividends or other equity distributions payable;

(k)accrued interest payable;

(l)liabilities in respect of deferred reclamation cost, allowances for dismantlement and sire restoration and other deferred credits and liabilities;

(m)non-cash liabilities resulting from marking-to-market the outstanding Financial Instruments of X and its Subsidiaries to the extent reflected in a consolidated balance sheet of X (but, for certainty, any amounts then due and remaining payable under the outstanding Financial Instruments of X and its Subsidiaries shall be included in the determination of Debt);

(n)such other similar liabilities as may be agreed by all Lenders from time to time; and

(o)liabilities for principal and interest pursuant to any Convertible Debentures,

provided that, unless otherwise expressly provided or the context otherwise requires, references herein to “Debt” shall be and shall be deemed to be references to Debt of the Canadian Borrower and its Subsidiaries.

“Declining Lender” has the meaning set out in Section 2.26(1).

“Default” means any event or condition which, with the giving of notice, lapse of time or upon a declaration or determination being made (or any combination thereof), would constitute an Event of Default.

“Defaulting Lender” means any Lender:

(a)that has failed to fund any payment or its portion of any Loans required to be made by it hereunder or to purchase any participation required to be purchased by it hereunder and under the other Documents;

(b)that has notified a Borrower, the Agent or any Lender (verbally or in writing) that it does not intend to or is unable to comply with any of its funding obligations under this Agreement or has made a public statement to that effect or to the effect that it does not intend to or is unable to fund advances generally under credit arrangements to which it is a party;

(c)that has failed, within three (3) Banking Days after written request by the Agent or a Borrower, to confirm in writing to the Agent and the applicable Borrower that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans (for certainty, unless and until such Lender has provided such written confirmation);

(d)that has otherwise failed to pay over to the Agent, a Fronting Lender or any other Lender any other amount required to be paid by it hereunder within three (3) Banking Days of the date when due, unless the subject of a good faith dispute;

(e)in respect of which a Lender Insolvency Event has occurred in respect of such Lender or its Lender Parent;

(f)that is generally in default of its obligations under other existing credit or loan documentation under which it has commitments to extend credit; or

(g)that has, or that has a Lender Parent that has, become the subject of a Bail-In Action.

“Defaulting Lender Exposure” has the meaning set out in Section 15.14(5).

“Delivered”, when used with respect to shares constituting certificated securities, means the transfer thereof to the Agent or its nominee by physical delivery of the security certificates to the Agent or its nominee, such certificates to be endorsed for transfer or accompanied by applicable transfer documents, all in form and content satisfactory to the Agent.

“Demand for Payment” means an Acceleration Notice or a Financial Instrument Demand for Payment.

“Designated Material Subsidiary” means a Subsidiary which is designated as a Material Subsidiary pursuant to Section 11.1(4) and which would not otherwise fall within part (a), (b) or (c) or the proviso of the definition of “Material Subsidiary”.

“Discount Proceeds” means the net cash proceeds to a Canadian Borrower from the sale of a Bankers’ Acceptance pursuant hereto or, in the case of BA Equivalent Advances, the amount of a BA Equivalent Advance at the BA Discount Rate, in any case, before deduction or payment of the fees to be paid to the Lenders under Section 6.2.

“Discount Rate” means, with respect to the issuance of a bankers’ acceptance, the rate of interest per annum, calculated on the basis of a year of 365 days, (rounded upwards, if necessary, to the nearest

whole multiple of 1/100th of one percent) which is equal to the discount exacted by a purchaser taking initial delivery of such bankers’ acceptance, calculated as a rate per annum and as if the issuer thereof received the discount proceeds in respect of such bankers’ acceptance on its date of issuance and had repaid the respective face amount of such bankers’ acceptance on the maturity date thereof.

“Dissenting Lender” has the meaning set out in Section 2.24.

“Distribution” means:

(a)the declaration, payment or setting aside for payment of any dividend or other distribution on or in respect of any shares in the capital of the Canadian Borrower or any Subsidiary which is not a Wholly-Owned Subsidiary (including any return of capital);

(b)the redemption, retraction, purchase, retirement or other acquisition, in whole or in part, of any shares in the capital of the Canadian Borrower or any Subsidiary which is not a Wholly-Owned Subsidiary or any securities, instruments or contractual rights capable of being converted into, exchanged or exercised for shares in the capital thereof, including options, warrants, conversion or exchange privileges and similar rights;

(c)the making of any loan or advance or any other provision of credit to any shareholder of the Canadian Borrower or any Subsidiary which is not a Wholly-Owned Subsidiary;

(d)the payment of any principal, interest, fees or other amounts on or in respect of any loans, advances or other Debt owing at any time by the Canadian Borrower to any shareholder of the Canadian Borrower, Affiliates of the Canadian Borrower or shareholders of Affiliates of the Canadian Borrower, other than to a Wholly-Owned Subsidiary; or

(e)(i) the payment of any amount, (ii) the sale, transfer, lease or other disposition of any property or assets, or (iii) any granting or creation of any rights or interests, at any time, by the Canadian Borrower or any Subsidiary to or in favour of the Canadian Borrower, any Affiliate of the Canadian Borrower or any other shareholder of the Canadian Borrower, other than to or in favour of the Canadian Borrower or a Wholly-Owned Subsidiary.

“Documents” means this Agreement, the Security, the Agency Fee Agreement, the Second Lien Intercreditor Agreement (if any) and all certificates, notices, instruments and other agreements or documents delivered or to be delivered to the Agent or the Lenders, or any of them, in relation to the Credit Facilities pursuant hereto or thereto and, when used in relation to any Person, the term “Documents” shall mean and refer to the Documents executed and delivered by such Person.

“Drafts” means drafts, bills of exchange, receipts, acceptances, demands and other requests for payment drawn or issued under a Letter of Credit.

“Drawdown” means:

(a)an Advance of a Canadian Prime Rate Loan, U.S. Base Rate Loan or SOFR Loan;

(b)the issue of Bankers’ Acceptances (or the making of a BA Equivalent Advance in lieu thereof) other than as a result of Conversions or Rollovers; or

(c)the issue of a Letter of Credit.

“Drawdown Date” means the date on which a Drawdown is made by a Borrower pursuant to the provisions hereof and which shall be a Banking Day.

“Drawdown Notice” means a notice substantially in the form annexed hereto as Schedule E to be given to the Agent by a Borrower pursuant hereto.

“EBITDA” of the Canadian Borrower in any period, means on a consolidated basis in respect of the Canadian Borrower and its Subsidiaries, the Net Income for such period, plus (in each case, on a consolidated basis and without duplication):

(a)Interest Expense, to the extent deducted in determining Net Income;

(b)all amounts deducted in the calculation of Net Income in respect of the provision for income taxes (in accordance with GAAP);

(c)all amounts deducted in the calculation of Net Income in respect of non-cash items, including depletion, depreciation, amortization, future taxes and non-cash losses resulting from marking-to-market the outstanding Financial Instruments of the Canadian Borrower and its Subsidiaries (in accordance with GAAP), but excluding depreciation in respect of any lease which the Canadian Borrower has elected to exclude from Debt pursuant to subparagraph (f) of the definition thereof (based on such lease’s characterization as an operating lease under GAAP as in effect on December 31, 2018);

(d)all amounts deducted in the calculation of Net Income in respect of equity loss and extraordinary and non-recurring losses; and

(e)all amounts which would otherwise constitute EBITDA which are attributable to (i) assets acquired in such period or (ii) shares or other ownership interests in a Person which becomes a Subsidiary of the Canadian Borrower acquired in such period (as if such assets, shares or ownership interests were owned during the whole of such period), if, but only if, such acquisition constitutes a Material Acquisition, all as if the Material Acquisition was completed on the first day of such period;

less (in each case, on a consolidated basis and without duplication):

(f)all amounts included in the calculation of Net Income in respect of equity income or attributable to minority interests and extraordinary and non-recurring income and gains;

(g)to the extent included in Net Income, non-cash gains resulting from marking-to-market the outstanding Financial Instruments of the Canadian Borrower and its Subsidiaries for such period (in accordance with GAAP)

(h)cash payments in respect of non-cash items added back in computing EBITDA in prior periods;

(i)all amounts included in the calculation of Net Income in respect of refunds for income taxes (in accordance with GAAP); and

(j)EBITDA attributable to (i) assets sold, transferred or otherwise disposed of in such period or (ii) shares or other ownership interests in a Subsidiary of the Canadian Borrower sold, transferred or otherwise disposed of in such period, if, but only if, such sale, transfer or disposition constitutes a Material Disposition, all as if the Material Disposition was completed on the first day of such period.

“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 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 clauses (a) or (b) of this definition and is subject to consolidated supervision with its 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.

“Effective Date” means the date that all conditions precedent set forth in Section 3.1 are satisfied or waived by all of the Lenders.

“Energy Regulator” means (a) with respect to Alberta, the Alberta Energy Regulator, (b) with respect to British Columbia, means the BC Oil and Gas Commission, (c) with respect to Saskatchewan, means the Saskatchewan Ministry of Energy and Resources, and (d) with respect to any other Primary Jurisdiction, the regulatory body with responsibility for the oversight of environmental matters in the oil and gas industry in such jurisdiction; and in each case, together with any successor agency, department, ministry or commission thereto.

“Engineering Report” means a report or reports (in form and substance satisfactory to all of the Lenders, acting reasonably) prepared by the Independent Engineer or Independent Engineers, as the case may be, respecting the reserves of Petroleum Substances attributable to the assets and undertakings of the Canadian Borrower and its Material Subsidiaries, which report or reports shall, as of the effective date of such report or reports, set forth, inter alia, (a) the proved, developed, producing reserves of Petroleum Substances, (b) the proved, developed, nonproducing reserves of Petroleum Substances, (c) proved and undeveloped reserves of Petroleum and (d) the probable reserves of Petroleum Substances, in each case, attributable to the assets and undertakings of the Canadian Borrower and its Material Subsidiaries and, for each ensuing 12 month period following the effective date of such report or reports: anticipated rates of production, depletion and reinjection of Petroleum Substances; Crown, freehold and overriding royalties and freehold mineral taxes with respect to Petroleum Substances produced from or attributable to such assets and undertakings; production, revenue, value-added, wellhead or severance Taxes with respect to Petroleum Substances produced from or attributable to such assets and undertakings; operating costs; gathering, transporting, processing, marketing and storage fees payable with respect to Petroleum Substances produced from or attributable to such assets and undertakings; capital expenditures expected to be necessary to achieve anticipated rates of production; and net cash flow with respect to such assets and undertakings, including all revenues, expenses and expenditures described above; but not, for greater certainty, any overhead recoveries or operators’ fees or charges from third parties.

“Environmental Claims” means any and all administrative, regulatory or judicial actions, suits, demands, claims, liens, notices of non-compliance or violation, investigations, inspections, inquiries or proceedings relating in any way to any Environmental Laws or to any permit issued under any such Environmental Laws including:

(a)any claim by a Governmental Authority for enforcement, clean up, removal, response, remedial or other actions or damages pursuant to any Environmental Laws; and

(b)any claim by a Person seeking damages, contribution, indemnification, cost recovery, compensation or injunctive or other relief resulting from or relating to Hazardous Materials, including any Release thereof, or arising from alleged injury or threat of injury to human health or safety (arising from environmental matters) or the environment.

“Environmental Laws” means all Applicable Laws with respect to the environment or environmental or public health and safety matters contained in statutes, regulations, rules, ordinances, orders, judgments, approvals, notices, permits or policies, guidelines or directives having the force of law.

“Equity” means any shares in the capital of the Canadian Borrower or any warrants, options or similar rights with respect to any of the shares in the capital of the Canadian Borrower of any class (but excluding warrants, options or similar rights relating to compensation to, or performance by, employees, officers or directors of the Canadian Borrower or its Subsidiaries).

“Equivalent Amount” means, on any date, the equivalent amount in Canadian Dollars or United States Dollars, as the case may be, after giving effect to a conversion of a specified amount of United States Dollars to Canadian Dollars or of Canadian Dollars to United States Dollars, as the case may be, at the Exchange Rate.

“ERISA” means the Employee Retirement Income Security Act of 1974 (United States).

“ERISA Event” means (a) a reportable event described in Section 4043(c)(5), (6) or (12) of ERISA and the regulations issued thereunder, (b) the withdrawal of a Borrower or any member of the Controlled Group from a Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of

ERISA, (c) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, (d) the institution of proceedings to terminate a Plan by the PBGC, (e) any other event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent, upon a Borrower or any member of the Controlled Group.

“Erroneous Payment” has the meaning set out in Section 15.15(1);

“Erroneous Payment Deficiency Assignment” has the meaning set out in Section 15.15(4);

“Erroneous Payment Impacted Facilities” has the meaning set out in Section 15.15(4);

“Erroneous Payment Return Deficiency” has the meaning set out in Section 15.15(4);

“Erroneous Payment Subrogation Rights” has the meaning set out in Section 15.15(4);

“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.

“Event of Default” has the meaning set out in Section 12.1.

“Exchange Rate” means, for any date, the average rate of exchange for interbank transactions quoted by the Bank of Canada at approximately the close of business on such date (or, if not so quoted, the average rate of exchange for interbank transactions quoted by the Bank of Canada at approximately the close of business on the Banking Day immediately preceding such date); provided that, if either such average rate is for any reason unavailable, it shall mean the spot rate of exchange for wholesale transactions quoted by the Agent at the close of business on such date in accordance with its usual practice.

“Excluded Debt” means, in respect of the Borrowers and the Subsidiaries, any of the following:

(a)Obligations under the Documents;

(b)intercompany Debt between the Canadian Borrower, on the one hand, and any of its Subsidiaries on the other hand (or among any such Subsidiaries);

(c)finance leases, equipment financings, trade, seller, customer or supply chain financing facilities and Purchase Money Obligations, in each case incurred in the ordinary course of business;

(d)any other consolidated Debt issued or incurred by any Borrower or any Subsidiary in a principal amount, in the aggregate, not exceeding at any time the Threshold Amount (or the Equivalent Amount in other currencies); and

(e)refinancings or replacements of the foregoing that do not increase the principal amount thereof.

“Excluded Dispositions” means, in respect of the Borrowers and the Subsidiaries, any of the following:

(a)any Permitted Disposition; and

(b)any other sale or disposition of assets of the Borrowers and the Subsidiaries; provided that the Net Cash Proceeds of dispositions of the assets sold or otherwise disposed of by the Borrowers and the Subsidiaries pursuant to this subparagraph (b) do not, in the aggregate, exceed the Threshold Amount (or the Equivalent Amount in other currencies).

“Excluded Replacement” means, with respect to the Canadian Borrower, the replacement of those directors who have died or have been found to be of unsound mind by a court of competent jurisdiction.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to the Agent or a U.S. Facility Lender or required to be withheld or deducted from a payment to the Agent or a U.S. Facility

Lender, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of the Agent or such U.S. Facility Lender, as the case may be, being organized under the laws of, or having its principal office or, in the case of the Agent or any U.S. Facility Lender, as the case may be, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of the Agent or any U.S. Facility Lender, as the case may be, United States of America federal withholding Taxes imposed on amounts payable to or for the account of the Agent or such U.S. Facility Lender, as the case may be, with respect to an applicable interest in a Drawdown involving a U.S. Credit Facility or a U.S. Facility Commitment pursuant to a law in effect on the date on which (i) the Agent or such U.S. Facility Lender, as the case may be, acquires such interest in such Drawdown or U.S. Facility Commitment or (ii) the Agent or such U.S. Facility Lender, as the case may be, changes its Lending Office, except in each case to the extent that, pursuant to Section 8.5, additional amounts with respect to such Taxes were payable either to the Agent’s or such U.S. Facility Lender’s, as the case may be, assignor immediately before the Agent or such U.S. Facility Lender, as the case may be, became a party hereto or to the Agent or such U.S. Facility Lender, as the case may be, immediately before it changed its Lending Office, (c) Taxes attributable to the Agent’s or such U.S. Facility Lender’s, as the case may be, failure to comply with Section 8.5(3), and (d) any United States of America federal withholding Taxes imposed under FATCA.

“Executive Order” means the executive order No. 13224 of 23 September 2011, entitled “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism”.

“Existing Credit Agreement” means the second amended and restated credit agreement made as of April 1, 2022, among the Canadian Borrower as Canadian borrower, the U.S. Borrower as U.S. borrower, The Bank of Nova Scotia as agent and the lenders party thereto, as amended by a first amending agreement made as of March 24, 2023.

“Existing Fronted LCs” has the meaning set out in Section 7.6(2).

“Existing Security” means, collectively, the guarantees, debentures, debenture pledge agreements, pledge agreements, assignments, instruments, control agreements, mortgages, deeds of trust, stock transfer powers executed in blank and other security agreements executed and delivered by the Borrowers and the Material Subsidiaries prior to the Effective Date.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future registrations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with the implementation of the foregoing and any fiscal, regulatory, legislation, rules or practices adopted pursuant to any such intergovernmental agreement entered into in connection with Sections 1471 through 1474 of the Code.

“FCPA” means the United States Foreign Corrupt Practices Act of 1977, including any subordinate legislation thereunder.

“Federal Funds Rate” means, for any day, the rate 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 Banking Day by the Federal Reserve Bank of New York as the federal funds effective rate, or, if such day is not a Banking Day, such rate for the immediately preceding Banking Day for which the same is published or, if such rate is not so published for any day that is a Banking 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 from three Federal funds brokers of recognized standing selected by the Agent; provided that, if the rate as so determined above for any day would be less than the Floor, such rate shall be deemed to be the Floor for such day.

“Federal Reserve Board” or “Federal” means the Board of Governors of the Federal Reserve System of the United States of America or any successor thereof.

“Financial Instrument” means any Interest Hedging Agreement, Currency Hedging Agreement or Commodity Agreement.

“Financial Instrument Demand for Payment” means a demand made by a Lender or its Hedging Affiliate pursuant to a Lender Financial Instrument demanding payment of the Financial Instrument Obligations which are then due and payable relating thereto and shall include any notice under any agreement evidencing a Lender Financial Instrument which, when delivered, would require an early termination thereof and a payment by the Canadian Borrower or a Subsidiary thereof in settlement of obligations thereunder as a result of such early termination.

“Financial Instrument Obligations” means obligations arising under Financial Instruments entered into by the Canadian Borrower or a Subsidiary thereof to the extent of the net amount due or accruing due by the Canadian Borrower or such Subsidiary thereunder.

“Financing Lender” has the meaning set out in Section 2.26(1).

“Financing Transactions” means, collectively, (a) this Agreement becoming effective and (b) the issuance by the Canadian Borrower of the 2030 Notes.

“Fixed Charge Event” has the meaning set out in Section 11.2(2).

“Floor” means 0.00% per annum.

“Foreign Lender” means (a) if the relevant Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the relevant Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Former Lender” has the meaning set out in Section 11.10.

“Fronted LC” means, in respect the Canadian Revolving Syndicated Facility, a Letter of Credit issued by a Canadian Fronting Lender for the account of the Canadian Revolving Syndicated Facility Lenders and, in respect of the U.S. Syndicated Facility, a Letter of Credit issued by the U.S. Fronting Lender for the account of the U.S. Syndicated Facility Lenders.

“Fronting Lenders” means, collectively, the Canadian Fronting Lender(s) and the U.S. Fronting Lender(s); and “Fronting Lender” means any one of them as the context requires.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“Fundamental Transaction” has the meaning set out in Section 10.2(j).

“GAAP” means generally accepted accounting principles which are in effect from time to time in Canada including, for certainty, IFRS (but only to the extent IFRS is adopted by the Chartered Professional Accountants Canada or any successor thereto (“CPA”) as generally accepted accounting principles in Canada and, then, subject to such modifications thereto as are agreed by the CPA from time to time).

“Governmental Authority” means any federal, provincial, state, regional, municipal or local government or any department, agency, board, tribunal or authority thereof or other political subdivision thereof and any entity or Person exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, government or the operation thereof.

“Governmental Authorization” means an authorization, order, permit, approval, grant, license, consent, right, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decree or demand or the like issued or granted by law or by rule or regulation of any Governmental Authority.

“Guarantee” means any guarantee, undertaking to assume, endorse, contingently agree to purchase or to provide funds for the payment of, or otherwise become liable in respect of, any obligation of any Person; provided that the amount of each Guarantee shall be deemed to be the amount of the obligation guaranteed thereby, unless the Guarantee is limited to a determinable amount in which case the amount

of such Guarantee shall be deemed to be the lesser of such determinable amount or the amount of such obligation.

“Guarantor” means a Material Subsidiary which has executed and delivered to the Agent the Security.

“Hazardous Materials” means any substance or mixture of substances which, if released into the environment, would likely cause, immediately or at some future time, harm or degradation to the environment or to human health or safety and includes any substance defined as or determined to be a pollutant, contaminant, waste, hazardous waste, hazardous chemical, hazardous substance, toxic substance or dangerous good under any Environmental Law.

“Hedging Affiliate” means any Affiliate of a Lender which enters into a Financial Instrument.

“IFRS” means International Financial Reporting Standards including International Accounting Standards and Interpretations together with their accompanying documents which are set by the International Accounting Standards Board, the independent standard-setting body of the International Accounting Standards Committee Foundation (the “IASC Foundation”), and the International Financial Reporting Interpretations Committee, the interpretative body of the IASC Foundation.

“Illegality Notice” has the meaning set out in Section 13.7.

“Indemnified Parties” means, collectively, the Agent, the Lenders (including the Fronting Lenders, and the Operating Lenders), and the Lead Arrangers, including a receiver, receiver manager or similar Person appointed under applicable law, and their respective shareholders, Affiliates, officers, directors, employees, advisors and agents and “Indemnified Party” means any one of the foregoing.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the U.S. Borrower under any Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnified Third Party” has the meaning set out in Section 14.3.

“Independent Engineer” means Xxxxxxx Associates Limited and includes such other firm or firms of independent engineers as may be selected from time to time by the Canadian Borrower and approved by the Majority of the Lenders (acting reasonably) in replacement thereof.

“Individual Fronting Limit” means, with respect to each Fronting Lender, the maximum Outstanding Principal of Letters of Credit for which such Fronting Lender is obligated to be a Fronting Lender hereunder, which limit is set forth opposite the name of such Fronting Lender on Part 3 of Schedule A, as the same may be amended from time to time on the direction and with the agreement in writing of such Fronting Lender and the Canadian Borrower.

“Information” has the meaning set out in Section 16.1(2).

“Interest Coverage Ratio” means, as at a Quarter End, the ratio of (a) EBITDA for the 12 months ending as at such Quarter End to (b) Interest Expense for the 12 months ending as at such Quarter End.

“Interest Expense” means, for any period, without duplication, interest expense of the Canadian Borrower determined on a consolidated basis in accordance with GAAP as the same would be set forth or reflected in a consolidated statement of income of the Canadian Borrower and, in any event and without limitation, shall include:

(a)all interest of the Borrowers and their Subsidiaries accrued or payable in respect of such period, including capitalized interest and imputed interest with respect to lease obligations;

(b)all fees of the Borrowers and their Subsidiaries (including standby and ticking fees, acceptance and stamping fees in respect of bankers’ acceptances and fees payable in respect of letters of credit, letters of guarantee and similar instruments but excluding any upfront fees and consent fees paid in connection with the establishment of, increase in or

amendment of the Credit Facilities) accrued or payable in respect of such period, prorated (as required) over such period;

(c)any difference between the face amount and the discount proceeds of any bankers’ acceptances, notes, commercial paper and other obligations of the Borrowers or any Subsidiary issued at a discount, prorated (as required) over such period; and

(d)all net amounts charged or credited to interest expense under any Interest Hedging Agreements in respect of such period,

but shall exclude interest expense of the Canadian Borrower in respect of such period in respect of any Convertible Debentures and any interest expense attributable to leases of office space, operating leases under IFRS and any lease which the Canadian Borrower elects to characterize as an operating lease as provided for in paragraph (f) of the definition of Debt; and shall also exclude all interest and fees paid or payable in respect of, and any original issue discount on, the 2030 Notes which accrues prior to the Effective Date.

“Interest Hedging Agreement” means any interest swap agreement, forward rate agreement, floor, cap or collar agreement, future, derivative or option transaction, insurance or other similar agreement or arrangement, or any combination thereof, entered into by the Canadian Borrower or a Subsidiary where the subject matter of the same is interest rates or the price, value or amount payable thereunder is dependent or based upon the interest rates or fluctuations in interest rates in effect from time to time (but, for certainty, shall exclude conventional floating rate debt).

“Interest Payment Date” means:

(a)with respect to each Canadian Prime Rate Loan and U.S. Base Rate Loan, the first (1st) Banking Day of each calendar month;

(b)with respect to each SOFR Loan, the last day of each applicable Interest Period and, if any Interest Period is longer than three (3) months, the last Banking Day of each three (3) month period during such Interest Period; and

(c)with respect to each Letter of Credit, each day on which the applicable fees and charges in respect of each such Letter of Credit are payable pursuant to Section 7.11,

provided that, in any case, the Maturity Date or, if applicable, any earlier date on which a Credit Facility is fully cancelled or permanently reduced in full, shall be an Interest Payment Date with respect to all Loans then outstanding under such Credit Facility.

“Interest Period” means:

(a)with respect to each Canadian Prime Rate Loan and U.S. Base Rate Loan, the period commencing on the applicable Drawdown Date or Conversion Date, as the case may be, and terminating on the date selected by the relevant Borrower hereunder for the Conversion of such Loan into another type of Loan or for the repayment of such Loan;

(b)with respect to each Bankers’ Acceptance, the period selected by the Canadian Borrower hereunder and being of one (1), two (2) or three (3) months’ duration, subject to market availability, (or, subject to the agreement of all of the applicable Lenders, a longer or shorter period) commencing on the Drawdown Date, Rollover Date or Conversion Date of such Loan;

(c)with respect to each SOFR Loan, a period of one (1), three (3) or six (6) months or such shorter or longer period as may be agreed to by all of the applicable Lenders (in each case, subject to the market availability thereof), commencing on the applicable Drawdown Date, Rollover Date or Conversion Date, as the case may be;

(d)with respect to each Letter of Credit, the period commencing on the date of issuance of such Letter of Credit and terminating on the last day the Letter of Credit is outstanding; and

(e)after the Benchmark Replacement Date has occurred with respect of the CDOR Reference Rate, in respect of each CAD Benchmark Loan, a period of one (1) or three (3) months subject to market availability (or, subject to the agreement of all of the applicable Lenders, a shorter period), with respect to such CAD Benchmark Loan,

provided that in any case: (i) the last day of each Interest Period shall be also the first day of the next Interest Period in the case of a Rollover; (ii) the last day of each Interest Period shall be a Banking Day and if the last day of an Interest Period selected by a Borrower is not a Banking Day such Borrower shall be deemed to have selected an Interest Period the last day of which is the Banking Day next following the last day of the Interest Period selected unless such next following Banking Day falls in the next calendar month in which event such Borrower shall be deemed to have selected an Interest Period the last day of which is the Banking Day immediately preceding the last day of the Interest Period selected by such Borrower; (iii) any Interest Period that begins on the last Banking Day of a calendar month (or on a day for which there is not numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Banking Day of the relevant calendar month at the end of such Interest Period; (iv) unless otherwise contemplated by this Agreement, the last day of all Interest Periods for Loans outstanding under a given Credit Facility shall expire on or prior to the Maturity Date applicable thereto, subject, however, in the case of Letters of Credit issued under the Operating Facilities to the provisions of Section 7.2; and (v) no tenor that has been removed from this definition pursuant to Section 13.4 shall be available for specification in such Drawdown Notice or interest election.

“Investment” means: (a) any purchase or other acquisition of shares or other securities of any Person; (b) any loan, advance, extension of credit, guarantee, indemnity or other form of financial assistance to or for the benefit of any Person; (c) any capital contribution to any other Person; and (d) any purchase or other acquisition of any assets, property or undertaking other than an acquisition in the ordinary course of business of the purchaser.

“Judgment Conversion Date” has the meaning set out in Section 14.4(1).

“Judgment Currency” has the meaning set out in Section 14.4(1).

“Junior Refinancing Debt” means any Debt of the Canadian Borrower or any Material Subsidiary issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund, the Notes and Other Unsecured Debt or the Second Lien Debt; provided that:

(a) the principal amount (or accreted value, if applicable) of such permitted refinancing Debt does not exceed: (i) the maximum principal amount (or accreted value, if applicable) of the then outstanding Notes and Other Unsecured Debt or Second Lien Debt (as applicable and excluding, for certainty all accrued and unpaid interest on such indebtedness and the amount of all costs, fees, expenses and premiums incurred in connection therewith), plus (ii) the amount of incremental Debt that may be incurred in compliance with Section 10.3(c);

(b) such permitted refinancing Debt has a final maturity date not earlier than the later of (i) two (2) months after the then latest Maturity Date in effect and (ii) the final maturity date of such Notes and Other Unsecured Debt or the Second Lien Debt (as applicable) being extended, refinanced, renewed, replaced, defeased or refunded;

(c) if such permitted refinancing Debt is secured, such permitted refinancing Debt is subject to and not prohibited under the terms of the Second Lien Intercreditor Agreement;

(d) either (i) the covenants and terms of such permitted refinancing Debt are not more restrictive, taken as a whole, than the terms of this Agreement or (ii) the Majority of the Lenders shall be entitled to exercise a “most favoured nation” option which entitles them to incorporate into this Agreement any such covenant or term which is more restrictive than the terms of this Agreement; provided that any such incorporation will only apply if and for so long as such permitted refinancing Debt remains outstanding; and

(e) such permitted refinancing Debt otherwise meets the requirements of the definition of Notes and Other Unsecured Debt or Second Lien Debt, as applicable.

“Lead Arrangers” means, collectively, The Bank of Nova Scotia (carrying on business under the name “Scotiabank”), Canadian Imperial Bank of Commerce and Royal Bank Of Canada (carrying on business under the name “RBC Capital Markets”), each in its capacity as a joint lead arranger and a joint bookrunner.

“Lender BA Suspension Notice” has the meaning set out in Section 13.3.

“Lender Financial Instrument” means a Financial Instrument entered into between a Lender or a Hedging Affiliate and the Canadian Borrower or a Subsidiary and, for certainty, includes those Financial Instruments previously entered into by Lenders and Hedging Affiliates with Baytex Energy Ltd.

“Lender Financial Instrument Obligations” means, collectively, all of the obligations, indebtedness and liabilities (present or future, absolute or contingent, mature or not) of the Canadian Borrower and its Subsidiaries under, pursuant or relating to any and all Lender Financial Instruments.

“Lender Insolvency Event” means, in respect of a given Lender, such Lender or its Lender Parent:

(a)is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b)becomes insolvent, is deemed insolvent by applicable law or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c)makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(d)(i) institutes, or has instituted against it by a regulator, supervisor or any similar Governmental Authority with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organization or the jurisdiction of its head or home office, (A) a proceeding pursuant to which such Governmental Authority takes control of such Lender’s or Lender Parent’s assets, (B) a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy, insolvency or winding-up law or other similar law affecting creditors’ rights, or (C) a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar Governmental Authority; or (ii) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy, insolvency or winding-up law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted or presented by a Person or entity not described in clause (i) above and either (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 15 days of the institution or presentation thereof;

(e)has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(f)seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or a substantial portion of all of its assets;

(g)has a secured party take possession of all or a substantial portion of all of its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case, within 15 days thereafter;

(h)causes or is subject to any event with respect to it which, under the applicable law of any jurisdiction, has an analogous effect to any of the events specified in subparagraphs (a) to (g) above, inclusive; or

(i)takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing.

“Lender Parent” means any Person that directly or indirectly controls a Lender and, for the purposes of this definition, “control” shall have the same meaning as set forth in the definition of “Affiliate” contained herein.

“Lenders’ Counsel” means the firm of [redacted] or such other firm of legal counsel as the Agent may from time to time designate.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s administrative questionnaire or such other office or offices as a Lender may from time to time notify the U.S. Borrower and the Agent, and for the purpose of Section 13.5, means its Lending Office in effect as of the date hereof and any other office or offices in the same country (unless otherwise consented to by the Borrowers for the purpose of Section 13.5).

“Letter of Credit” or “LC” means a letter of credit or letter of guarantee in form satisfactory to the applicable Fronting Lender, the applicable Operating Lender or the Agent (as the case may be), and issued by (a) in the case of an Operating Facility, the applicable Operating Lender, (b) in the case of the Canadian Revolving Syndicated Facility, the Canadian Fronting Lender for the account of the Canadian Revolving Syndicated Facility Lenders in the case of a Fronted LC or by the Agent as attorney-in-fact on behalf of each of the Canadian Revolving Syndicated Facility Lenders in the case of a POA LC, and (c) in the case of the U.S. Syndicated Facility, the U.S. Fronting Lender for the account of the U.S. Syndicated Facility Lenders, in each case acting at the request of and in accordance with the instructions of the applicable Borrower, to make payment in accordance with the terms and conditions thereof of an amount to or to the order of a third party.

“Liability Management Rating” means, for any Primary Jurisdiction, the environmental liability management rating (or equivalent) relating to the upstream oil and gas xxxxx, facilities and pipelines located within such jurisdiction, as determined in accordance with the rules and regulations of each applicable Primary Jurisdiction and its Energy Regulator for the then relevant period (and, for certainty, after adjusting the “deemed assets” (or the equivalent) to include any security deposits provided to the applicable Energy Regulator if such security deposits are so included by the applicable Energy Regulator).

“LMR Assets” means, for any province or similar jurisdiction in Canada, all of the upstream oil and gas xxxxx, facilities, pipelines and other physical assets relevant to the determination of the Liability Management Rating in such jurisdiction.

“Loan” means a Canadian Prime Rate Loan, U.S. Base Rate Loan, SOFR Loan, Bankers’ Acceptance or BA Equivalent Advance or Letter of Credit outstanding hereunder.

“Loan Parties” means, collectively, the Borrowers and the Guarantors, and “Loan Party” means any one of them.

“Majority of the Lenders” means:

(a)during the continuance of a Default or an Event of Default, two or more Lenders, the Rateable Portions of all Outstanding Principal of which are, in the aggregate, at least 66⅔% of all Outstanding Principal; and

(b)at any other time, two or more Lenders, the Commitments of which are, in the aggregate, at least 66⅔% of the Commitments of all Lenders hereunder,

provided that, notwithstanding the foregoing:

(i)for the purposes of determining the Rateable Portions of the Outstanding Principal under the Canadian Credit Facilities during the continuance of a Default or Event of Default, such Rateable Portions shall be determined as if an Acceleration had occurred and the purchase of participations and other transactions and adjustments contemplated by Section 12.10(1)(a) had been completed so that the aggregate Outstanding Principal owing to each of the Lenders under the Canadian Credit Facilities is in the same proportion as each Lender’s Aggregate Individual Canadian Commitment is to the Total Canadian Commitment as at any date of determination;

(ii)for the purposes of determining the Rateable Portions of the Outstanding Principal under the U.S. Credit Facilities during the continuance of a Default or Event of Default, such Rateable Portions shall be determined as if an Acceleration had occurred and the purchase of participations and other transactions and adjustments contemplated by Section 12.10(1)(b) had been completed so that the aggregate Outstanding Principal owing to each of the Lenders under the U.S. Credit Facilities is in the same proportion as each Lender’s Aggregate Individual U.S. Commitment is to the Total U.S. Commitment as at any date of determination; and

(iii)with respect to an amendment or waiver of, or consent or determination relating to any matter which (A) only affects one of the Credit Facilities or affects more than one Credit Facility but does not affect all of the Credit Facilities and (B) requires the agreement or waiver of the Majority of the Lenders, the Majority of the Lenders shall be determined by reference to only the applicable Lenders under the affected Credit Facility or Credit Facilities.

“Material Acquisition” means an acquisition (whether in one transaction or in a series of related transactions and including an acquisition by way of amalgamation) by the Canadian Borrower or any of its Subsidiaries of (a) assets or (b) shares or other ownership interests in a Person who becomes a Subsidiary of the Canadian Borrower, in each case, which increases Consolidated Assets by more than 10% (net of the amount of any related dispositions).

“Material Adverse Effect” means a material adverse effect on:

(a)the financial condition of the Canadian Borrower on a consolidated basis and taken as a whole;

(b)the ability of any of the Borrowers or their respective Subsidiaries to observe or perform their respective obligations under the Documents to which it is a party or the validity or enforceability of such Documents or any material provision thereof; or

(c)the property, business, operations, liabilities or capitalization of the Canadian Borrower and its Subsidiaries on a consolidated basis and taken as a whole.

“Material Disposition” means a sale, transfer or other disposition (whether in one transaction or in a series of related transactions) by the Canadian Borrower or any of its Subsidiaries of (a) assets or (b) shares or other ownership interests in a Subsidiary of the Canadian Borrower, in each case, which decreases Consolidated Assets by more than 10% (net of the amount of any related acquisitions).

“Material Subsidiary” means any Subsidiary of the Canadian Borrower which:

(a)has consolidated assets equal to or greater than 5.0% of the Consolidated Assets;

(b)has consolidated net income equal to or greater than 5.0% of Net Income;

(c)has provided a Guarantee of any Debt, Financial Instrument Obligations or Cash Management Obligations or Convertible Debentures; or

(d)is designated as a Designated Material Subsidiary pursuant to Section 11.1(4),

provided that (x) in any event, the U.S. Borrower and the Baytex LuxCo shall be deemed to be Material Subsidiaries and (y) for certainty, for the purposes of Section 3.1, Ranger and each Ranger Material Subsidiary shall be deemed to be Material Subsidiaries.

“Maturity Date” means:

(a)with respect to the Canadian Revolving Syndicated Facility, the Canadian Revolving Syndicated Facility Maturity Date;

(b)with respect to the U.S. Syndicated Facility, the U.S. Syndicated Facility Maturity Date;

(c)with respect to the Canadian Operating Facility, the Canadian Operating Facility Maturity Date;

(d)with respect to the U.S. Operating Facility, the U.S. Operating Facility Maturity Date; and

(e)with respect to the Term Facility, the Term Facility Maturity Date.

“Merger Agreement” means the agreement and plan of merger dated as of February 27, 2023 between the Canadian Borrower and Ranger, as amended, supplemented or otherwise modified from time to time.

“Merger Agreement Representations” means those representations and warranties made by or on behalf of Ranger in the Merger Agreement which are material to the interests of the Lenders, but only to the extent that the Canadian Borrower or any of its Affiliates has the right (taking into account any applicable cure provisions) to terminate its obligations under the Merger Agreement, or the right not to consummate the Ranger Acquisition pursuant to the Merger Agreement, as a result of any inaccuracy of such representations or warranties in the Merger Agreement.

“Moody’s” means Xxxxx’x Investors Service, Inc. and any successors thereto.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, to which a Borrower or any member of the Controlled Group is obligated to make contributions, or during the preceding six (6) years has made or been obligated to make contributions.

“Net Cash Proceeds” means:

(a)with respect to the sale or issuance of Debt securities or any incurrence or borrowing of Debt for borrowed money, the excess, if any, of (i) cash or cash equivalents received by the Canadian Borrower or any of its Subsidiaries in connection with such sale, issuance, incurrence or borrowing over (ii) the sum of: (A) payments made to retire any Debt that is required to be repaid in connection with such sale, issuance, incurrence or borrowing and (B) the underwriting discounts and commissions and other fees and expenses incurred by the Canadian Borrower or any of its Subsidiaries in connection with such sale, issuance, incurrence or borrowing, together with accrued and unpaid interest, fees and premiums required to be paid in connection therewith; and

(b)with respect to any sale or other disposition of assets by the Canadian Borrower or any of its Subsidiaries, the excess, if any, of (i) the cash or cash equivalents received in connection therewith (including any cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of: (A) payments made to retire any Debt that is secured by such asset and that is required to be repaid in connection with the sale thereof, (B) the fees and expenses incurred by the Borrowers or their Subsidiaries in connection therewith, (C) taxes paid or reasonably estimated to be payable by the Canadian Borrower or any of its Subsidiaries in connection with such transaction (in each case, (i) after taking into account any available tax credits or deductions and any tax sharing arrangements and (ii) including any withholding or other taxes paid or payable or reasonably estimated to be payable in connection with the transfer to the Cdn. Borrower, or to any of its Subsidiaries, of such proceeds from any Subsidiary that received such proceeds), (D) the funded escrow established pursuant to the documents governing such dispositions to secure indemnification and purchase price adjustments; provided that any amounts released from escrow in favour of the applicable Borrower or Subsidiary shall constitute Net Cash Proceeds; (E) the amount of reserves established by the Canadian Borrower or any of its Subsidiaries in good faith and pursuant to commercially reasonable practices for adjustment in respect of the sale price of such asset or assets in accordance with IFRS; and (F) any distributions and other payments required to be made to minority interest holders in any Subsidiaries as a result of such dispositions.

“Net Income” means, for any fiscal year of the Canadian Borrower, the net income of the Canadian Borrower determined on a consolidated basis in accordance with GAAP, as set forth in the annual consolidated financial statements of the Canadian Borrower for such fiscal year.

“New Rules” has the meaning set out in Section 13.5(2).

“Non-Acceptance Lender” means (a) a Lender which does not accept bankers’ acceptances in the ordinary course of its business or (b) in respect of Lenders other than Schedule I Lenders, a Lender who, by notice in writing to the Agent and the Canadian Borrower, elects thereafter to make BA Equivalent Advances in lieu of accepting Bankers’ Acceptances.

“Non-Financial LCs” means Letters of Credit issued under a Credit Facility which are not “direct credit substitutes” within the meaning of the Capital Adequacy Requirements (or within the meaning of the analogous provisions of other Applicable Laws or other applicable guidelines), as determined by the Agent, the applicable Operating Lender or the applicable Fronting Lender (each acting reasonably).

“Notes and Other Unsecured Debt” means any one or more of the following: (a) the Specified Indebtedness; or (b) any other unsecured indebtedness for borrowed money evidenced by a bond, debenture, note or other similar evidence of indebtedness (excluding Convertible Debentures and Cash Management Obligations).

“Obligations” means, collectively and at any time and from time to time, all of the obligations, indebtedness and liabilities (present or future, absolute or contingent, matured or not) of the Borrowers and their Subsidiaries to the Lenders or the Agent under, pursuant or relating to the Documents or the Credit Facilities and whether the same are from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred again and including all principal, interest, fees, legal and other costs, charges and expenses, and other amounts payable by the Borrowers under this Agreement.

“OECD” means the Organization for Economic Co-operation and Development (or any successor thereto).

“OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Officer’s Certificate” means a certificate or notice (other than a Compliance Certificate) signed by any one of the president, chief executive officer, chief financial officer, a vice president, treasurer, assistant treasurer, controller, corporate secretary or assistant secretary of a Borrower or any of their respective Subsidiaries, as the case may be, (including, in the case of a partnership, trust or other Person, a certificate or notice signed by such an officer of a general partner, managing partner, trustee, administrator or other similar Person of or with respect to such partnership, trust or other Person); provided, however, that Drawdown Notices, Conversion Notices, Rollover Notices and Repayment Notices shall be executed on behalf of a Borrower by any one of the foregoing Persons or such other Persons as may from time to time be designated by written notice from the Canadian Borrower to the Agent.

“One Month CDOR Rate” means, for any day, the rate of interest per annum equal to the average annual yield rate for one month Canadian Dollar bankers’ acceptances (expressed for such purpose as a yearly rate per annum in accordance with Section 5.4) which rate is shown on the display referred to as the “Refinitiv Screen Canadian Dollar Offered Rate (CDOR) Page” (or any display substituted therefor) of Reuters Monitor Money Rates Service (or any successor thereto or Affiliate thereof) at approximately 10:00 a.m. (Toronto time) on such day or, if such day is not a Banking Day, on the immediately preceding Banking Day; provided that, if the rate as so determined above for any day would be less than the Floor, such rate shall be deemed to be the Floor for such day.

“Operating Facilities” means, collectively, the Canadian Operating Facility and the U.S. Operating Facility, and “Operating Facility” means either of such credit facilities.

“Operating Lenders” means, collectively, the Canadian Operating Lender and the U.S. Operating Lender, and “Operating Lender” means either one of them as the context requires.

“Order” has the meaning set out in Section 7.12(5).

“OSFI” means the Office of the Superintendent of Financial Institutions Canada (or any successor thereto).

“Other Connection Taxes” means, with respect to the Agent or any U.S. Facility Lender, Taxes imposed as a result of a present or former connection between the Agent or such U.S. Facility Lender, as the case may be, and the jurisdiction imposing such Tax (other than connections arising from the Agent or such U.S. Facility Lender, as the case may be, having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in

any other transaction involving the U.S. Credit Facilities pursuant to or enforced any Document, or sold or assigned an interest in any Drawdown or Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“Outstanding BAs Collateral” has the meaning set out in Section 2.18(3).

“Outstanding Principal” means, at any time, the aggregate of (a) the principal amount of all outstanding U.S. Base Rate Loans and SOFR Loans, (b) the Equivalent Amount in United States Dollars of the principal amount of all outstanding Canadian Prime Rate Loans, (c) the Equivalent Amount in United States Dollars of the amounts payable at maturity of all outstanding Bankers’ Acceptances and BA Equivalent Advances, (d) the maximum amount available to be drawn under all outstanding Letters of Credit denominated in United States Dollars, and (e) the Equivalent Amount in United States Dollars of the maximum amount available to be drawn under all outstanding Letters of Credit denominated in Canadian Dollars; provided that where expressly so indicated, the Outstanding Principal will be determined only with respect to the outstanding Loans and, if applicable, issued Letters of Credit under a particular Credit Facility.

“Overdraft Loans” has the meaning set out in Section 2.2(3).

“PBGC” means the U.S. Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“P&NG Leases” means, collectively, any and all documents of title including leases, reservations, permits, licences, unit agreements, assignments, trust declarations, participation, exploration, farm-out, farm-in, royalty, purchase or other agreements by virtue of which a Borrower or any Subsidiary is entitled to explore for, drill for, recover, take or produce Petroleum Substances of any kind whatsoever from or with respect to P&NG Rights owned by a Borrower or any Subsidiary (as applicable), or to share in the production or proceeds of production or any part thereof or proceeds of royalty, production, profits or other interests out of, referable to or payable in respect of Petroleum Substances of any kind whatsoever from or with respect to P&NG Rights owned by a Borrower or any Subsidiary (as applicable), and the rights of the Borrowers or any Subsidiary (as applicable) thereunder.

“P&NG Rights” means all of the right, title, estate and interest, whether contingent or absolute, legal or beneficial, present or future, vested or not, and whether or not an “interest in land”, of the Borrowers and their Subsidiaries in and to any of the following, by whatever name the same are known:

(a)rights to explore for, drill for and produce, take, save or market Petroleum Substances;

(b)rights to a share of the production of Petroleum Substances;

(c)rights to a share of the proceeds of, or to receive payments calculated by reference to the quantity or value of, the production of Petroleum Substances;

(d)rights to acquire any of the rights described in subparagraphs (a) through (c) of this definition;

(e)interests in any rights described in subparagraphs (a) through (d) of this definition; and

(f)all extensions, renewals, replacements or amendments of or to the foregoing items described in subparagraphs (a) through (e) of this definition;

and including interests and rights known as working interests, royalty interests, overriding royalty interests, gross overriding royalty interests, production payments, profits interests, net profits interests, revenue interests, net revenue interests, economic interests and other interests and fractional or undivided interests in any of the foregoing and freehold, leasehold or other interests.

“Participant Register” has the meaning set out in Section 16.7.

“Payment Recipient” has the meaning set out in Section 15.15(1).

“Permitted Contest” means action taken by or on behalf of a Borrower or a Subsidiary in good faith by appropriate proceedings diligently pursued to contest a Tax, claim or Security Interest; provided that:

(a)the Person to which the Tax, claim or Security Interest being contested is relevant (and, in the case of a Subsidiary, the Canadian Borrower on a consolidated basis) has established reasonable reserves therefor if and to the extent required by GAAP;

(b)proceeding with such contest does not have, and would not reasonably be expected to have, a Material Adverse Effect; and

(c)proceeding with such contest will not create a material risk of sale, forfeiture or loss of, or interference with the use or operation of, a material part of the proved, producing reserves of Petroleum Substances of the Canadian Borrower and its Subsidiaries.

“Permitted Dispositions” means, in respect of a Borrower or any of their Subsidiaries, any one or more of the following:

(a)a sale or disposition by a Borrower or such Subsidiary in the ordinary course of business and in accordance with sound industry practice of tangible personal property that is obsolete, no longer useful for its intended purpose or being replaced in the ordinary course of business;

(b)a sale or disposition of assets (including Voting Shares and other shares or ownership interests) by a Subsidiary of a Borrower to a Borrower, by a Subsidiary to a Material Subsidiary which is a Wholly-Owned Subsidiary and by a Borrower to a Material Subsidiary which is a Wholly-Owned Subsidiary;

(c)a sale or disposition by a Borrower or any Subsidiary thereof of its interest in machinery, equipment or other tangible personal property for which Purchase Money Obligations were incurred and which obligations are fully repaid concurrently with such sale or disposition;

(d)a sale or disposition by any of them of P&NG Rights and P&NG Leases resulting from any pooling, unit or farm-out agreement entered into in the ordinary course of business and in accordance with sound industry practice when, in its reasonable judgment, it is necessary to do so in order to facilitate the orderly exploration, development or operation of such P&NG Rights or P&NG Leases; and

(e)any other sale or disposition of assets of a Borrower or a Subsidiary, provided that such sale or disposition: (i) does not include any P&NG Leases or P&NG Rights (for certainty, such restriction does not include and is not intended to apply to sales of Petroleum Substances actually produced and taken pursuant to such P&NG Leases and P&NG Rights, as opposed to the P&NG Leases and P&NG Rights themselves); and (ii) is made in the ordinary course of business at fair market value to a Person at arm’s length from the Canadian Borrower and its Subsidiaries, subject to the express provisions of this Agreement.

“Permitted Encumbrances” means, as at any particular time, any of the following Security Interests on the property or any part of the property of a Borrower or any Subsidiary:

(a)liens for taxes, assessments or governmental charges not at the time due or delinquent or, if due or delinquent, the validity of which is being contested at the time by a Permitted Contest;

(b)deemed liens and trusts arising by operation of law in connection with workers’ compensation, employment insurance and other social security legislation, in each case, which secure obligations not at the time due or delinquent or, if due or delinquent, the validity of which is being contested at the time by a Permitted Contest;

(c)liens under or pursuant to any judgment rendered, or claim filed, against a Borrower or a Subsidiary, which a Borrower or such Subsidiary (as applicable) shall be contesting at the time by a Permitted Contest;

(d)undetermined or inchoate liens and charges incidental to construction, maintenance or current operations which have not at such time been registered or filed pursuant to applicable law against a Borrower or a Subsidiary or the subject property or which relate to obligations not due or delinquent or, if due or delinquent, the validity of which is being contested at the time by a Permitted Contest;

(e)liens incurred or created in the ordinary course of business and in accordance with sound industry practice in respect of the exploration, development or operation of P&NG Rights, related production or processing facilities in which such Person has an interest or the transmission of Petroleum Substances, in each case, as security in favour of any other Person conducting or participating in the exploration, development, operation, production, processing or transmission of the property to which such liens relate, for a Borrower’s or any Subsidiary’s portion of the costs and expenses of such exploration, development, operation, production, processing or transmission, provided that such costs or expenses are not due or delinquent or, if due or delinquent, the validity of which is being contested at the time by a Permitted Contest;

(f)liens for penalties arising under non-participation or independent operations provisions of operating or similar agreements in respect of a Borrower’s or any Subsidiary’s P&NG Rights, provided that such liens do not materially detract from the value of any material part of the property of the Canadian Borrower and its Subsidiaries, taken as a whole;

(g)any right of first refusal in favour of any Person granted in the ordinary course of business with respect to all or any of the P&NG Rights of a Borrower or any Subsidiary;

(h)easements, rights of way, servitudes or other similar rights in land (including, without in any way limiting the generality of the foregoing, rights of way and servitudes for railways, sewers, drains, gas and oil and other pipelines, gas and water mains, electric light and power and telecommunication, telephone or telegraph or cable television conduits, poles, wires and cables) granted to or reserved or taken by other Persons which individually or in the aggregate do not materially detract from the value of the land concerned or materially impair its use in the operation of the business of the Canadian Borrower and its Subsidiaries, taken as a whole;

(i)security given by a Borrower or a Subsidiary to a public utility or any municipality or governmental or other public authority when required by such utility or municipality or other authority in connection with the operations of such Borrower or such Subsidiary (as applicable), all in the ordinary course of its business which individually or in the aggregate do not materially detract from the value of the asset concerned or materially impair its use in the operation of the business of the Canadian Borrower and its Subsidiaries, taken as a whole;

(j)the reservation in any original grants from the Crown of any land or interests therein and statutory exceptions and reservations to title;

(k)any encumbrance or agreement now in effect relating to pooling or a plan of unitization affecting the property of any Borrower or any Subsidiary, or any part thereof;

(l)royalties, net profits and other interests and obligations arising in accordance with standard industry practice and in the ordinary course of business, under P&NG Leases in which a Borrower or a Subsidiary have any interest;

(m)Security Interests in favour of the Lenders or the Agent on behalf of the Lenders;

(n)the Security;

(o)Assumed Acquisition Liens;

(p)any operating lease entered into in the ordinary course of business, provided that the same is not a Sale-Leaseback;

(q)Security Interests:

(i)created, incurred or assumed to secure any Purchase Money Obligations, provided that the foregoing Security Interests are limited to the property or assets purchased or acquired and the proceeds thereof; and

(ii)which are not otherwise Permitted Encumbrances; provided that such Security Interests do not attach generally to all or substantially all of the undertaking, assets and property of a Borrower or any Subsidiary (such as a Security Interest in the nature of a floating charge on all or substantially all of the undertaking, assets and property of a Person),

provided that the aggregate amount of obligations secured thereby does not at any time exceed the Threshold Amount (or the Equivalent Amount thereof in Canadian Dollars or the equivalent thereof in any other currency);

(r)Security Interests in favour of the Second Lien Creditors in respect of Second Lien Debt for so long as such Security Interests shall be subordinated and postponed to the Security Interests constituted by the Security in accordance with, and shall be subject to, the Second Lien Intercreditor Agreement;

(s)deposits of cash with the agent or lenders under the Ranger Credit Agreement to the extent required to collateralize obligations in connection with letters of credit issued thereunder; and

(t)any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Security Interest referred to in the preceding subparagraphs (a) to (s) inclusive of this definition, so long as any such extension, renewal or replacement of such Security Interest is limited to all or any part of the same property that secured the Security Interest extended, renewed or replaced (plus improvements on such property) and the indebtedness or obligation secured thereby is not increased,

provided that nothing in this definition shall in and of itself cause the Obligations hereunder to be subordinated in priority of payment to any such Permitted Encumbrance or cause any Security Interests in favour of the Lenders or the Agent on behalf of the Lenders to rank subordinate to any such Permitted Encumbrance.

“Person” means any individual, firm, partnership (whether general or limited), company, corporation, limited liability company, unlimited liability company, joint venture entity or other body corporate, Governmental Authority, agency, instrumentality, trust, unincorporated body of persons or association and the heirs, executors, administrators or other legal representatives of an individual.

“Petroleum Substances” means any one or more of crude oil, crude bitumen, synthetic crude oil, petroleum, natural gas, natural gas liquids, related hydrocarbons and any and all other substances, whether liquid, solid or gaseous, whether hydrocarbons or not, produced or producible in association with any of the foregoing, including hydrogen sulphide and sulphur.

“Plan” means an employee pension benefit plan (other than a Multiemployer Plan) maintained for employees of a Borrower or any member of the Controlled Group covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code.

“Platform” has the meaning set out in Section 16.19.

“POA LC” means a Letter of Credit issued by the Canadian Revolving Syndicated Facility Lenders (each as to their respective Rateable Portions thereof) under the Canadian Revolving Syndicated Facility and executed by the Agent in the name and on behalf of, as attorney-in-fact for, the Canadian Revolving Syndicated Facility Lenders, with each such Letter of Credit to include the provisions and to be substantially in the form annexed hereto as Schedule I.

“Post-Closing Reorganization” means each of the restructuring steps 9 through 13 in the Xxxxxx & Xxxxxx Project Nebula transaction steps memo, a copy of which is attached to the Officer’s Certificate of the Canadian Borrower delivered to the Agent on the Effective Date.

“Power of Attorney” means a power of attorney provided by a Canadian Borrower to a Lender with respect to Bankers’ Acceptances in accordance with and pursuant to Section 6.4 hereof.

“Prepaid Obligations” means “take or pay”, forward sale, prepaid or similar liabilities of a Person whereby such Person is obligated to settle, at some future date, an obligation in respect of Petroleum Substances, whether by deliveries (accelerated or otherwise) of Petroleum Substances, the payment of money or otherwise however, including the transfer of any Petroleum Substances, whether in place or when produced, for a period of time until, or of an amount such that, the lender or purchaser will realize therefrom a specified amount of money (however determined, including by reference to interest rates or other factors which may not be fixed) or a specified amount of such products or any interest in property of the character commonly referred to as a “production payment” and all such obligations for which such Person is liable without having received and retained a payment therefor or having assumed such obligation.

“Primary Jurisdiction” means, collectively, any province or similar jurisdiction in Canada where (a) the Canadian Borrower and its Material Subsidiaries, in aggregate, directly own or operate any LMR Assets and (b) the aggregate associated undiscounted and uninflated abandonment and reclamation liabilities (expressed in nominal dollars) of such LMR Assets in such jurisdiction, as shown in the most recent Abandonment and Reclamation Report delivered to the Agent, are in excess of the Threshold Amount.

“Purchase Money Obligation” means any monetary obligation created or assumed as part of the purchase price of real or tangible personal property, whether or not secured, any extensions, renewals or refundings of any such obligation; provided that the principal amount of such obligation outstanding on the date of such extension, renewal or refunding is not increased and further provided that any security given in respect of such obligation shall not extend to any property other than the property acquired in connection with which such obligation was created or assumed and fixed improvements, if any, erected or constructed thereon and the proceeds thereof.

“Quarter End” means March 31, June 30, September 30 and December 31 in each year.

“Ranger” means Ranger Oil Corporation and its successors.

“Ranger Acquisition” means the merger of an indirect Wholly-Owned Subsidiary of the Canadian Borrower with and into Ranger, with Ranger continuing as the surviving entity following such merger pursuant to the Merger Agreement.

“Ranger Acquisition Closing” means the “Closing” as defined in the Merger Agreement.

“Ranger Acquisition Closing Date” means the “Closing Date” as defined in the Merger Agreement.

“Ranger Credit Agreement” means the credit agreement dated as of September 12, 2016 among Ranger, as borrower, Xxxxx Fargo Bank National Association, as agent, and the lenders party thereto, as amended.

“Ranger Existing Bank Indebtedness” means all indebtedness and other obligations under the Ranger Credit Agreement (other than contingent obligations as to which no claim has been made) have been repaid (or cash collateralized in the case of letters of credit).

“Ranger Indenture” means the indenture dated August 10, 2021 among (inter alia) Penn Virginia Holdings, LLC (as predecessor to Ranger) as issuer and Citibank, N.A., as trustee, as amended.

“Ranger Material Subsidiaries” means, collectively, BTE USA Topco, Inc., BTE USA Intermediate, Inc. and Baytex Energy USA, Inc.

“Ranger Notes” means all of the outstanding notes issued under the Ranger Indenture, being the 9.250% senior notes due 2026.

“Rateable” and “Rateably” means, at any date of determination, the proportion that the Equivalent Amount in United States Dollars of the amount of the Secured Obligations of any Lender, Hedging Affiliate and Cash Manager thereof bears to the aggregate of the Equivalent Amount in United States Dollars of the Secured Obligations of all Lenders, Hedging Affiliates and/or Cash Managers, as determined at the Adjustment Time.

“Rateable Portion”, as regards any Lender, with regard to any amount of money, means (subject to Section 6.5 in respect of the rounding of allocations of Bankers’ Acceptances):

(a)in respect of the Canadian Revolving Syndicated Facility and Drawdowns, Conversions, Rollovers and Loans and other amounts payable thereunder, the product obtained by multiplying that amount by the quotient obtained by dividing (i) that Xxxxxx’s Canadian Revolving Syndicated Facility Commitment by (ii) the aggregate of all of the Lenders’ Canadian Revolving Syndicated Facility Commitments;

(b)in respect of the U.S. Syndicated Facility and Drawdowns, Conversions, Rollovers and Loans and other amounts payable thereunder, the product obtained by multiplying that amount by the quotient obtained by dividing (i) that Xxxxxx’s U.S. Syndicated Facility Commitment by (ii) the aggregate of all of the Lenders’ U.S. Syndicated Facility Commitments; and

(c)in respect of the Term Facility and the Drawdown, Conversions, Rollovers and Loans and other amounts payable thereunder, the product obtained by multiplying that amount by the quotient obtained by dividing (i) that Xxxxxx’s Term Facility Commitment by (ii) the aggregate of all of the Lenders’ Term Facility Commitments,

and, when used with reference to (1) a Syndicated Facility taken as a whole, means the product obtained by multiplying the amount of the Drawdown, Conversion, Rollover or Loan, or other amount in respect thereof, by the percentage obtained by dividing the aggregate of that Lender’s applicable Commitments under such Syndicated Facility by the aggregate Commitments of such Syndicated Facility and (2) the Credit Facilities taken as a whole, means the product obtained by multiplying the amount of the Drawdown, Conversion, Rollover or Loan, or other amount in respect thereof, by the percentage obtained by dividing the aggregate of that Lender’s applicable Commitments by the Total Commitment; provided that, for certainty, with respect to a given Lender and the payment of all Obligations owing to such Lender (i) on the Maturity Date applicable to such Lender or (ii) pursuant to Section 2.21 or Section 2.23, the amount of such payment shall be deemed to be such Lender’s Rateable Portion.

“RBSL” has the meaning given to it in Section 13.4(a)(ii).

“Regulations T, U, and X” mean Regulations T, U, and X of the Federal Reserve Board, as the same is from time to time in effect, and all official rulings and interpretations thereunder or thereof.

“Release” means any release, spill, emission, leak, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the environment including the movement of Hazardous Materials through ambient air, soil, surface water, ground water, wetlands, land or sub surface strata.

“Repayment Notice” means a notice substantially in the form annexed hereto as Schedule F to be given to the Agent by a Borrower pursuant hereto.

“Required Permits” means all Governmental Authorizations which are necessary at any given time for a Borrower and their Material Subsidiaries to own and operate its property, assets, rights and interests or to carry on its business and affairs.

“Required Rating” means, in respect of each Lender, a credit rating for long term senior unsecured and unsubordinated debt of such Lender of at least A+ by S&P and A1 by Moody’s.

“Resolution Authority” means, with respect to an EEA Financial Institution, an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Revolving Credit Facilities” means, collectively, the Credit Facilities other than the Term Facility, and “Revolving Credit Facility” means any one of such credit facilities.

“Revolving Facility Commitment” means, as the context requires, a Canadian Revolving Syndicated Facility Commitment, a U.S. Syndicated Facility Commitment, a Canadian Operating Facility Commitment or a U.S. Operating Facility Commitment.

“Revolving Syndicated Facilities” means, collectively, the Canadian Revolving Syndicated Facility and the U.S. Syndicated Facility, and “Revolving Syndicated Facility” means any one of such credit facilities.

“Revolving Syndicated Facility Commitment” means, as the context requires, a Canadian Revolving Syndicated Facility Commitment or a U.S. Syndicated Facility Commitment.

“Revolving Syndicated Facility Lenders” means the Lenders having Revolving Syndicated Facility Commitments.

“Rollover” means:

(a)with respect to any SOFR Loan, the continuation of all or a portion of such Loan (subject to the provisions hereof) for an additional Interest Period subsequent to the initial or any subsequent Interest Period applicable thereto;

(b)with respect to Bankers’ Acceptances, the issuance of new Bankers’ Acceptances or the making of new BA Equivalent Advances (subject to the provisions hereof) in respect of all or any portion of Bankers’ Acceptances (or BA Equivalent Advances made in lieu thereof) maturing at the end of the Interest Period applicable thereto, all in accordance with Article 6 hereof; and

(c)with respect to Letters of Credit, the extension or replacement of an existing Letter of Credit, provided the beneficiary thereof (including any successors or permitted assigns thereof) remains the same, the maximum amount available to be drawn thereunder is not increased, the currency in which the same is denominated remains the same and the terms upon which the same may be drawn remain the same,

in each case, under the same Credit Facility under which the maturing Loan was made.

“Rollover Date” means the date of commencement of a new Interest Period applicable to a Loan and which shall be a Banking Day.

“Rollover Notice” means a notice substantially in the form annexed hereto as Schedule G to be given to the Agent by a Borrower pursuant hereto.

“S&P” means S&P Global Ratings, a division of S&P Global Inc. and any successors thereto.

“Sale-Leaseback” means an arrangement, transaction or series of arrangements or transactions under which title to any real property, tangible personal property or fixture is transferred by a Borrower or a Subsidiary (a “transferor”) to another Person which leases or otherwise grants the right to use such property to the transferor (or nominee of the transferor) and, whether or not in connection therewith, the transferor also acquires a right or is subject to an obligation to acquire such property or a material portion thereof, and regardless of the accounting treatment of such arrangement, transaction or series of arrangements or transactions.

“Sanctioned Person” means:

(a)a Person that is designated under, listed on, or owned or controlled by a Person designated under or listed on, or acting on behalf of a Person designated under or listed on, any Sanctions List;

(b)a Person that is located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a Person located in or organized under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions;

(c)a Person that is otherwise a target of Sanctions (“target of Sanctions” signifying a Person with whom a Person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities); or

(d)any other Person to which one or more Lenders would not be permitted to make a loan, or provide funding, in accordance with the Sanctions, or otherwise deal with pursuant to the Sanctions.

“Sanctions” means the economic sanctions laws, regulations, embargoes or restrictive measures imposed, administered, enacted or enforced by any Sanctions Authority, including any sanctions or requirements imposed by, or based upon the obligations or authorities set forth in, the Special Economic Measures Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act (Canada), the Export and Import Permits Act (Canada) or the United Nations Act (Canada), the Executive Order, the U.S. Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), the U.S. Money Laundering Control Act of 1986 (18 U.S.C. §§ 1956 et seq.), the USA Patriot Act of 2001, the U.S. International Emergency Economic Powers Act (50 U.S.C. §§ 1701 et seq.), the U.S. Trading with the Enemy Act (50 U.S.C. App. §§ 1 et seq.), the U.S. United Nations Participation Act, the U.S. Syria Accountability and Lebanese Sovereignty Act, the U.S. Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010 or the Iran Sanctions Act (United States), or any of the foreign assets control regulations of the U.S. Department of the Treasury (including but not limited to 31 CFR, Subtitle B, Chapter V) or any other law or executive order relating thereto or regulation administered by OFAC; provided that, with respect to economic sanctions laws, regulations, embargoes or restrictive measures imposed, administered or enforced from time to time by any Sanctions Authority outside of Canada, only to the extent such sanctions or trade embargoes would not violate Applicable Law in Canada.

“Sanctions Authority” means any of: (a) the Canadian government; (b) the United States government; (c) the United Nations; (d) the European Union; (e) the United Kingdom; or (f) the respective governmental institutions, departments and agencies of any of the foregoing, including OFAC and Global Affairs Canada, the United States Department of State, and His Majesty’s Treasury of the United Kingdom; and “Sanctions Authorities” means all of the foregoing Sanctions Authorities, collectively.

“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC, the Current Sanctions Imposed by Canada List maintained by Global Affairs Canada, the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by His Majesty’s Treasury of the United Kingdom, or any substantially similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities.

“Schedule I Lender” means a Lender which is a Canadian chartered bank listed on Schedule I to the Bank Act (Canada).

“Schedule II Lender” means a Lender which is a Canadian chartered bank listed on Schedule II to the Bank Act (Canada).

“Schedule III Lender” means a Lender which is an authorized foreign bank listed on Schedule III to the Bank Act (Canada).

“Second Lien Creditors” means, collectively, the lenders (including holders of any bonds, debentures, notes or other evidence of indebtedness under any Second Lien Financing Agreement), and any administrative or collateral agents or trustees from time to time under any Second Lien Financing Agreement, and includes any replacements thereof in connection with secured Junior Refinancing Debt.

“Second Lien Debt” means all Debt created, incurred or issued by the Canadian Borrower and which is owing to the Second Lien Creditors pursuant to the terms of a Second Lien Financing Agreement, which Debt has all of the following characteristics:

(a)the aggregate principal amount thereof outstanding at any one time shall not exceed, in the aggregate, U.S.$500,000,000;

(b)the proceeds thereof are used solely to redeem, retire, defease, purchase, prepay or otherwise acquire for value Notes and Other Unsecured Debt;

(c)an initial final maturity in respect of repayment of principal later than one years after the then latest Maturity Date in effect at the time such Second Lien Debt is created, incurred, assumed or guaranteed;

(d)no scheduled cash principal payments thereunder prior to the first anniversary after the then latest Maturity Date in effect at time such Second Lien Debt is created, incurred or issued;

(e)no Default or Event of Default is continuing at the time creation, incurrence or issuance of such Debt or would exist immediately thereafter;

(f)no mandatory redemption, purchase for cancellation or other repayment thereof (including any defeasance) in a circumstance when the Canadian Borrower is not also required to repay all Secured Obligations prior thereto;

(g)no cross-default to other Debt (as opposed to a cross-acceleration thereto or a payment default on maturity) or any maintenance financial tests (as opposed to an incurrence test); and

(h)such Debt is subject to a Second Lien Intercreditor Agreement.

“Second Lien Financing Agreement” means any credit agreement, indenture or other principal financing document by and between the Canadian Borrower and the Second Lien Creditors governing the terms and conditions of the Second Lien Debt as such agreement, indenture or other document may be amended, restated, supplemented or replaced from time to time as permitted hereunder and under the Second Lien Intercreditor Agreement.

“Second Lien Intercreditor Agreement” means an intercreditor agreement by and between the Borrowers, the Guarantors, the Second Lien Creditors (or a representative thereof), and the Agent on behalf of itself, the Lenders and the Hedging Affiliates, as amended, restated, supplemented or replaced from time to time, which intercreditor agreement shall incorporate the material terms set forth in Schedule L attached hereto with such amendments as may be agreed to by (a) the Agent in the case of amendments that are solely administrative or immaterial in nature, or (b) in all other cases, the Majority of the Lenders, acting reasonably, and shall otherwise be in form and substance satisfactory to the Agent (acting reasonably).

“Secured Obligations” means, collectively, the Obligations, the Lender Financial Instrument Obligations and the Cash Management Obligations.

“Security” means, collectively, (a) the Existing Security and (b) such other guarantees, debentures, debenture pledge agreements, pledge agreements, control agreements, assignments, security agreements, stock transfer powers executed in blank and other agreements, documents or instruments as required to secure the Obligations and Lender Financial Instrument Obligations, equally and rateably, by first priority Security Interests on, to and against, subject to Section 11.1, all present and future property, assets and undertaking of the Borrowers and the Material Subsidiaries and, in the case of the Borrowers and the Material Subsidiaries with U.S. P&NG Assets, subject to Section 11.1, any mortgage or deed of trust, as applicable, in respect of such U.S. P&NG Assets, in each case, in accordance with Section 11.1(2).

“Security Interest” means mortgages, charges, pledges, hypothecs, assignments by way of security, conditional sales or other title retentions, security created under the Bank Act (Canada), liens, encumbrances, security interests or other interests in property, howsoever created or arising, whether fixed or floating, perfected or not, which secure payment or performance of an obligation and, including, in any event:

(a)(i) deposits or transfers of cash, marketable securities or other financial assets or (ii) rights of set-off or (iii) other preferential arrangements, which in any case are made, created or entered into, as the case may be, for the purpose of or having the effect (directly or indirectly) of (A) securing Debt or (B) preferring some holders of Debt over other holders of Debt;

(b)the rights of lessors under capital leases and any other lease financing; and

(c)absolute assignments of accounts receivable, except for absolute assignments of accounts receivable made in conjunction with a sale of related P&NG Rights which is permitted by the provisions hereof.

“Senior Secured Debt” means, on any date of determination, the aggregate of the following (without duplication):

(a)the principal amount of the Obligations and, to the extent the same are due and payable and have not been paid as and when required by the Financial Instrument governing the same, the Lender Financial Instrument Obligations;

(b)the principal amount of the obligations secured by the Permitted Encumbrances referenced in subparagraphs (o) and (q) (and, to the extent relevant to any of such subparagraphs, subparagraph (s)) of the definition thereof; and

(c)if the Liability Management Rating of the Canadian Borrower or any Material Subsidiary which owns or operates any LMR Assets in any Primary Jurisdiction is less than 2.00 at any Quarter End (an “Affected Loan Party”), an aggregate amount equal to the Undiscounted Non-Producing ARO of each such Affected Loan Party in such Primary Jurisdiction shall be included as Senior Secured Debt at such Quarter End.

“Senior Secured Debt to EBITDA Ratio” means, as at a Quarter End, the ratio of (a) Senior Secured Debt as at such Quarter End to (b) EBITDA for the 12 months ending as at such Quarter End.

“SOFR” means a rate per annum equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Loan” means an Advance in, or Conversion into, United States Dollars made by the Lenders (or any of them) to a Borrower with respect to which such Borrower has specified that interest is to be calculated at a rate based on Adjusted Term SOFR (other than pursuant to clause (iii) of the definition of “U.S. Base Rate”), and each Rollover in respect thereof.

“Solvency Certificate” means a certificate substantially in the form annexed hereto as Schedule N, to be delivered by the Canadian Borrower to the Agent on the Effective Date.

“Specified Indebtedness” means (a) the 2027 Notes, (b) the 2030 Notes and (c) any permitted refinancing Debt in respect of any such Debt (including pursuant to successive refinancings).

“Specified Representations” means the representations and warranties set forth in Sections 9.1(a), 9.1(b), 9.1(c), 9.1(d)(i)(A) (as it relates to the entry into and performance of the Documents not being in conflict with or contravening of any Borrower’s or any Subsidiary’s articles, by laws or other constating documents, as applicable, or the provisions of its partnership agreement or declaration of trust or trust indenture (as applicable)), 9.1(d)(ii), 9.1(d)(iii) (subject to Section 11.1(7)), 9.1(m) (to the extent that any violation would reasonably be expected to render any material provisions of the Documents unenforceable in any material respect) and 9.1(v), and the representations and warranties made in the Solvency Certificate.

“Subsidiary” means, with respect to any Person (“X”):

(a)any corporation of which at least a majority of the outstanding shares having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time shares of any other class or classes of such corporation might have voting power by reason of the happening of any contingency, unless the contingency has occurred and then only for as long as it continues) is at the time directly, indirectly or beneficially owned or controlled by X or one or more of its Subsidiaries, or X and one or more of its Subsidiaries;

(b)any partnership of which, at the time, X, or one or more of its Subsidiaries, or X and one or more of its Subsidiaries: (i) directly, indirectly or beneficially own or control more than

50% of the income, capital, beneficial or ownership interests (however designated) thereof; and (ii) is a general partner, in the case of limited partnerships, or is a partner or has authority to bind the partnership, in all other cases; or

(c)any other Person of which at least a majority of the income, capital, beneficial or ownership interests (however designated) are at the time directly, indirectly or beneficially owned or controlled by X, or one or more of its Subsidiaries, or X and one or more of its Subsidiaries,

provided that, unless otherwise expressly provided or the context otherwise requires, references herein to “Subsidiary” or “Subsidiaries” shall be and shall be deemed to be references to Subsidiaries of the Canadian Borrower including, from and after the Ranger Acquisition Closing Date, Ranger and its Subsidiaries.

“Successor Agent” has the meaning set out in Section 15.10.

“Syndicated Facilities” means, collectively, the Canadian Syndicated Facilities and the U.S. Syndicated Facility, and “Syndicated Facility” mean any of such credit facilities.

“Takeover” has the meaning set out in Section 2.26(1).

“Target” has the meaning set out in Section 2.26(1).

“Taxes” means all taxes, levies, imposts, stamp taxes, duties, fees, deductions, withholdings, charges, compulsory loans or restrictions or conditions resulting in a charge which are imposed, levied, collected, withheld or assessed by any country or political subdivision or taxing authority thereof now or at any time in the future, together with interest thereon and penalties, charges or other amounts with respect thereto, if any, and “Tax” and “Taxation” shall be construed accordingly.

“Term Facility” means the credit facility in the maximum principal amount of U.S.$150,000,000 or the Equivalent Amount in Canadian Dollars to be made available to the Canadian Borrower by the Lenders in accordance with the provisions hereof.

“Term Facility Commitment” means the commitment by each Lender under the Term Facility to provide the amount of United States Dollars (or the Equivalent Amount thereof) set forth opposite its name in Part 2 of Schedule A annexed hereto.

“Term Facility Lenders” means the Lenders having Term Facility Commitments.

“Term Facility Maturity Date” means June 20, 2025.

“Term SOFR” means, for any calculation with respect to a SOFR Loan or a U.S. Base Rate Loan, the Term SOFR Reference Rate (rounded upward to the nearest fifth decimal place, if necessary) for a tenor comparable to the applicable Interest Period on the day (the “Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided that: (a) if, as of 5:00 p.m. (New York City time) on any Term SOFR Determination Day, the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Term SOFR Determination Day and (b) if such first preceding U.S. Government Securities Business Day is more than three (3) U.S. Government Securities Business Days prior to such Term SOFR Determination Day, Section 13.1 will apply.

“Term SOFR Adjustment” means, with respect to Term SOFR, [redacted] per annum for an Interest Period of one, three or six month’s duration.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Agent in its discretion, acting reasonably).

“Term SOFR Determination Day” has the meaning assigned to it under the definition of Term SOFR.

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Termination Event” means an automatic early termination of obligations relating to a Lender Financial Instrument under any agreement relating thereto without any notice being required from a Lender.

“Threshold Amount” means the greater of:

(a)U.S.$ 50,000,000; and

(b)1.5% of Consolidated Tangible Assets (expressed in United States Dollars).

“Total Canadian Commitment” means, as at any relevant date of determination, an amount equal to the aggregate Commitments of all Lenders under the Canadian Credit Facilities.

“Total Commitment” means the aggregate of the Total Canadian Commitment and the Total U.S. Commitment.

“Total Debt” means, on any date of determination, Senior Secured Debt together with all other Debt of the Canadian Borrower and its Subsidiaries on a consolidated basis.

“Total Debt to EBITDA Ratio” means, as at a Quarter End, the ratio of (a) Total Debt as at such Quarter End to (b) EBITDA for the 12 months ending as at such Quarter End.

“Total Revolving Commitment” means, as at any relevant date of determination, an amount equal to the aggregate Commitments of all Lenders under the Canadian Revolving Facilities and the U.S. Credit Facilities.

“Total Term Commitment” means, as at any relevant date of determination, an amount equal to the aggregate Term Facility Commitments of all Lenders.

“Total U.S. Commitment” means, as at any relevant date of determination, an amount equal to the aggregate Commitments of all Lenders under the U.S. Credit Facilities.

“Transactions” means, collectively, the Ranger Acquisition and the Financing Transactions.

“UK Bribery Act” means the United Kingdom Bribery Act 2010, including any subordinate legislation thereunder.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain Affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Undiscounted Non-Producing ARO” means the aggregate uninflated and undiscounted abandonment and reclamation obligations of the Canadian Borrower and its Material Subsidiaries for all LMR Assets in the applicable Primary Jurisdiction(s) which are inactive (non-producing), suspended or abandoned.

“Uniform Customs for Letters of Credit” has the meaning set out in Section 7.12(7).

“Uniform Customs for Letters of Guarantee” has the meaning set out in Section 7.12(7).

“United States Dollars” and “U.S.$” means the lawful money of the United States of America.

“U.S. Assigned Interests” has the meaning set out in Section 2.23(5).

“U.S. Base Rate” means, for any day, a rate per annum equal to the greatest of:

(a)the annual rate of interest announced from time to time by the Agent as being its reference rate of interest then in effect for determining interest rates on United States Dollar demand loans in Canada in effect on such day;

(b)the rate of interest per annum for such day or, if such day is not a Banking Day, on the immediately preceding Banking Day, equal to the sum of the Federal Funds Rate (expressed for such purpose as a yearly rate per annum, on the basis of a year of 365 days, in accordance with Section 5.4), plus 1.00% per annum; and

(c)Adjusted Term SOFR for a one-month tenor in effect for such day plus 1.00% per annum,

provided that, (i) if all such rates are equal, then the “U.S. Base Rate” shall be the rate specified in clause (a) above and (ii) to the extent such highest rate as so determined above for any day would be less than the Floor, such rate shall be deemed to be the Floor for such day.

“U.S. Base Rate Loan” means an Advance in, or Conversion into, United States Dollars made by the Lenders (or any one of them) to a Borrower with respect to which such Borrower has specified or a provision hereof requires that interest is to be calculated by reference to the U.S. Base Rate.

“U.S. Borrower” means Baytex Energy USA, Inc., and its successors and permitted assigns.

“U.S. Certificate of Title Vehicles” means motor vehicles, aircraft, rolling stock and other assets located in the United States of America in respect of which perfection under the Uniform Commercial Code is subject to certificate-of-title statutes.

“U.S. Credit Facilities” means, collectively, the U.S. Syndicated Facility and the U.S. Operating Facility, and “U.S. Credit Facility” means any one of such credit facilities.

“U.S. Facility Commitment” means a U.S. Syndicated Facility Commitment or a U.S. Operating Facility Commitment, as applicable.

“U.S. Facility Lender” means a Lender identified on Schedule A annexed hereto which has provided a U.S. Facility Commitment.

“U.S. Fixed Charge Threshold” means P&NG Leases and P&NG Rights representing 90% of the total present value of proved, developed, producing reserves of Petroleum Substances located in the United States of America.

“U.S. Flood Insurance Laws” means, collectively, (a) the National Flood Insurance Act of 1968, (b) the Flood Disaster Protection Act of 1973, (c) the National Flood Insurance Reform Act of 1994, (d) the Flood Insurance Reform Act of 2004; (e) the Xxxxxxx-Xxxxxx Flood Insurance Reform Act of 2012; and (f) any other law, regulation or requirement of similar scope and intent to (a) to (e) inclusive imposed by a United States regulator, agency or body of competent jurisdiction, as each of the foregoing is now or hereafter in effect and any successor statute, regulation or requirement to any of the foregoing.

“U.S. Fronting Lender” means The Bank of Nova Scotia and/or such other U.S. Syndicated Facility Lender which is designated by the Canadian Borrower, acceptable to the Agent (acting reasonably) and agrees in writing with the Canadian Borrower and the Agent to become a U.S. Fronting Lender hereunder.

“U.S. Fronting Lender Withdrawal Notice” has the meaning set out in Section 7.7(1).

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Intellectual Property” means patents, trademarks, copyrights and other similar intellectual property issued or created under the federal laws of the United States of America or any state thereof.

“U.S. Operating Facility” means the credit facility in the maximum principal amount of U.S.$45,000,000 to be made available to the U.S. Borrower by the U.S. Operating Lender in accordance with the provisions hereof, subject to any reduction or increase in accordance with the provisions hereof.

“U.S. Operating Facility Commitment” means the commitment by the U.S. Operating Lender under the U.S. Operating Facility to provide the amount of United States Dollars set forth opposite its name in Part 2 of Schedule A annexed hereto, subject to any reduction or increase in accordance with the terms hereof.

“U.S. Operating Facility Maturity Date” means, in respect of the Obligations owing to the U.S. Operating Lender under the U.S. Operating Facility, April 1, 2026 or such later date to which the same may be extended in accordance with Section 2.24.

“U.S. Operating Lender” means the Lender having the U.S. Operating Facility Commitment, being The Bank of Nova Scotia.

“U.S. Operating Lender’s Account” means the following accounts maintained by the U.S. Operating Lender to which payments and transfers in respect of the U.S. Operating Facility under this Agreement are to be effected:

[redacted]

or such other account or accounts as the U.S. Operating Lender may from time to time designate by notice to the U.S. Borrower.

“U.S. P&NG Assets” means P&NG Leases and P&NG Rights located in the United States of America.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Syndicated Facility” means the credit facility in the maximum principal amount of U.S.$255,000,000 to be made available to the U.S. Borrower by the Lenders in accordance with the provisions hereof, subject to any reduction or increase in accordance with the provisions hereof.

“U.S. Syndicated Facility Commitment” means the commitment by each Lender under the U.S. Syndicated Facility to provide the amount of United States Dollars set forth opposite its name in Part 1 of Schedule A annexed hereto, subject to any reduction or increase in accordance with the provisions hereof.

“U.S. Syndicated Facility Lender” means the Lenders having U.S. Syndicated Facility Commitments.

“U.S. Syndicated Facility Maturity Date” means, in respect of the Obligations owing to a given Lender under the U.S. Syndicated Facility, April 1, 2026 or such later date to which the same may be extended from time to time with respect to a given Lender in accordance with Section 2.21.

“U.S. Tax Compliance Certificate” has the meaning set out in Section 8.5(3)(b).

“Voting Shares” means capital stock of any class of any corporation which carries voting rights to elect the board of directors thereof under any circumstances; provided that, for purposes hereof, shares which carry the right to so vote conditionally upon the happening of an event shall not be considered Voting Shares until the occurrence of such event.

“Wholly-Owned Subsidiary” means, with respect to any Person (“X”):

(a)a corporation, all of the issued and outstanding shares in the capital of which are beneficially held by:

(i)X;

(ii)X and one or more corporations, where all of the issued and outstanding shares in the capital of such corporations are held by X; or

(iii)two or more corporations, where all of the issued and outstanding shares in the capital of such corporations are held by X;

(b)a corporation which is a Wholly-Owned Subsidiary of a corporation that is a Wholly-Owned Subsidiary of X;

(c)a partnership, all of the partners of which are X and/or Wholly-Owned Subsidiaries of X; or

(d)any Person of which all of the income, capital, beneficial and ownership interests (however designated) are beneficially owned and controlled by X and/or Wholly-Owned Subsidiaries of X,

provided that unless otherwise expressly provided or the context otherwise requires, references herein to “Wholly-Owned Subsidiary” or “Wholly-Owned Subsidiaries” shall be and shall be deemed to be references to Wholly-Owned Subsidiaries of the Canadian Borrower.

“Write-Down and Conversion Powers” means:

(a)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; and

(b)with respect to the United Kingdom, any powers of the applicable UK Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

1.2Headings; Articles and Sections

The division of this Agreement into Articles and Sections, the table of contents contained herein and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement.

1.3Gender and Number; including; successors; in writing

Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders and vice versa, and words and terms denoting inclusiveness (such as “include” or “includes” or “including”), whether or not so stated, are not limited by their context or by the words or phrases which precede or succeed them. References herein to any Person shall, unless the context otherwise requires, include such Person’s successors and permitted assigns. References herein to “in writing” or “written” includes printing, typewriting or any electronic means of communication capable of being visibly reproduced at the point of reception, including facsimile.

1.4Accounting Principles

(1)Wherever in this Agreement reference is made to GAAP, such reference shall be deemed to be to the recommendations at the relevant time of the Chartered Professional Accountants of Canada, or any successor institute, applicable on a consolidated basis (unless otherwise expressly provided or contemplated herein to be applicable on an unconsolidated basis) as at the

date on which such calculation or determination is made or required to be made in accordance with GAAP. Where the character or amount of any asset or liability or item of revenue or expense or amount of equity is required to be determined, or any consolidation or other accounting computation is required to be made for the purpose of this Agreement or any other Document, such determination or calculation shall, to the extent applicable and except as otherwise specified herein or as otherwise agreed in writing by the parties, be made in accordance with GAAP applied on a consistent basis.

(2)If the Canadian Borrower, the Agent or the Lenders determine at any time that any amount required to be determined hereunder would be materially different if such amount were determined in accordance with GAAP applied by the Canadian Borrower in respect of its financial statements on June 4, 2014 (“Old GAAP”), rather than GAAP subsequently in effect and applied by the Canadian Borrower in respect of its financial statements and utilized for purposes of determining such amount, then written notice of such determination shall be delivered by the Canadian Borrower to the Agent, in the case of a determination by the Canadian Borrower, or by the Agent to the Canadian Borrower, in the case of a determination by the Agent or the Lenders.

(3)If the Canadian Borrower adopts a change in an accounting policy in the preparation of its financial statements in order to conform to accounting recommendations, guidelines, or similar pronouncements, or legislative requirements, and such change would require disclosure thereof under Old GAAP, or could reasonably be expected to adversely affect (a) the rights of, or the protections afforded to, the Agent or the Lenders hereunder or (b) the position either of the Canadian Borrower or of the Agent or the Lenders hereunder, the Canadian Borrower shall so notify the Agent, describing the nature of the change and its effect on the current and immediately prior year’s financial statements in accordance with Old GAAP and in detail sufficient for the Agent and the Lenders to make the determination required of them in the following sentence. If either the Canadian Borrower, the Agent or the Lenders determine at any time that such change in accounting policy results in an adverse change either (i) in the rights of, or protections afforded to, the Agent or the Lenders intended to be derived, or provided for, hereunder or (ii) in the position either of the Canadian Borrower or of the Agent and the Lenders hereunder, written notice of such determination shall be delivered by the Canadian Borrower to the Agent, in the case of a determination by the Canadian Borrower, or by the Agent to the Canadian Borrower, in the case of a determination by the Agent or the Lenders.

(4)Upon the delivery of a written notice pursuant to Section 1.4(2) or Section 1.4(3), the Canadian Borrower and the Agent on behalf of the Lenders shall meet to consider the impact of such change in Old GAAP or such change in accounting policy, as the case may be, on the rights of, or protections afforded to, the Agent and the Lenders or on the position of the Canadian Borrower or of the Agent and the Lenders and shall in good faith negotiate to execute and deliver an amendment or amendments to this Agreement in order to preserve and protect the intended rights of, or protections afforded to, the Agent and the Lenders on the date hereof or the position of the Canadian Borrower or the Agent and the Lenders (as the case may be); provided that, until this Agreement has been amended in accordance with the foregoing, then for all purposes hereof, the applicable changes from Old GAAP or in accounting policy (as the case may be) shall be disregarded hereunder and any amount required to be determined hereunder shall, nevertheless, continue to be determined under Old GAAP and the Canadian Borrower’s prior accounting policy. For the purposes of this Section 1.4, the Canadian Borrower, the Lenders and the Agent acknowledge that the amendment or amendments to this Agreement are to provide substantially the same rights and protection to the Agent and the Lenders as is intended by this Agreement on the date hereof. If the Canadian Borrower and the Agent on behalf of the Lenders do not (for any reason whatsoever) mutually agree (in their respective sole discretions, without any obligation to so agree) on such amendment or amendments to this Agreement within 60 days following the date of delivery of such written notice, the Canadian Borrower shall continue to provide financial statements in accordance with Old GAAP and, for all purposes hereof, the applicable changes from Old GAAP or in accounting policy (as the case may be) shall be disregarded hereunder and any amount required to be determined hereunder shall, nevertheless, continue to be determined under Old GAAP and the Canadian Borrower’s prior accounting policy.

1.5References to Agreements and Enactments

Reference herein to any agreement, instrument, licence or other document shall be deemed to include reference to such agreement, instrument, licence or other document as the same may from time to time be amended, modified, supplemented or restated in accordance with the provisions of this

Agreement if and to the extent such provisions are applicable; and reference herein to any enactment shall be deemed to include reference to such enactment as re-enacted, amended or extended from time to time and to any successor enactment.

1.6Per Annum Calculations

Unless otherwise stated, wherever in this Agreement reference is made to a rate “per annum” or a similar expression is used, such rate is expressed on the basis of, and shall be calculated on the basis of a year of 365 days.

1.7Schedules

The following are the Schedules annexed hereto and incorporated by reference and deemed to be part hereof:


Schedule A	-	Lenders and Commitments
Schedule B	-	Assignment Agreement
Schedule C	-	Compliance Certificate
Schedule D	-	Conversion Notice
Schedule E	-	Drawdown Notice
Schedule F	-	Repayment Notice
Schedule G	-	Rollover Notice
Schedule H		Form of Guarantee
Schedule I	-	Form of POA LC
Schedule J	-	Subsidiaries
Schedules K-1 to K-4	-	Certain U.S. Tax Certificates
Schedule L	-	Material Terms of Second Lien Intercreditor Agreement.
Schedule M	-	Form of Annual ARO Reporting
Schedule N	-	Solvency Certificate

1.8Amendment and Restatement

(1)On the date on which all of the conditions set forth in Section 3.1 have been satisfied (or waived in writing by all of the Lenders in accordance with Section 3.3):

(a)the Existing Credit Agreement shall be and is hereby amended and restated in the form of this Agreement; and

(b)all “Loans” (as that term is defined in the Existing Credit Agreement) and other amounts outstanding under the Existing Credit Agreement prior to the date hereof shall continue to be outstanding under this Agreement and shall be deemed to be Loans and other Obligations owing by the Borrowers to the Lenders under this Agreement under the respective Credit Facility that the Loans in question were issued or advanced, as the case may be (for certainty, (i) amounts outstanding under the “Canadian Syndicated Facility” (as such term is defined in the Existing Credit Agreement) are now amounts outstanding under the Canadian Revolving Syndicated Facility, (ii) amounts outstanding under the “U.S. Syndicated Facility” (as such term is defined in the Existing Credit Agreement) are now amounts outstanding under the U.S. Syndicated Facility, (iii) amounts outstanding under the “Canadian Operating Facility” (as such term is defined in the Existing Credit Agreement) are now amounts outstanding under the Canadian Operating Facility and (iv) amounts outstanding under the “U.S. Operating Facility” (as such term is defined in the Existing Credit Agreement) are outstanding under the U.S. Operating Facility); and the Lenders hereby agree to take all steps and actions and execute and deliver all agreements, instruments and other documents as may be required by the Agent (including the assignment of interests in, or the purchase of participations in, such outstanding Loans) to give effect to the foregoing and to ensure that the aggregate

Obligations owing to each Lender are outstanding in proportion to each Lender’s Rateable Portion of all outstanding Obligations under the applicable Credit Facility after giving effect to the foregoing.

(2)Each of the Lenders hereby agrees to take all steps and actions and execute and deliver all agreements, instruments and other documents as may be required by the Agent or any of the Lenders (including the assignment of interests in, or the purchase of participations in existing Advances) to give effect to the revised Commitments of the Lenders hereunder and to ensure that each Lender is owed its Xxxxxx’s Rateable Portion of all such Advances after giving effect to such revised Commitment.

(3)References in this Agreement to the “date hereof” or similar expressions shall be and shall be deemed to be to the date of the execution and delivery hereof, being June 20, 2023.

1.9Changes in Liability Management Rating System

If:

(a)as a result of any change in any applicable law, rule, policy, regulation, order or directive (or in the interpretation of any thereof):

(i)any applicable Energy Regulator ceases to use a Liability Management Rating as a means of determining whether a Person is in compliance with such Energy Regulator’s abandonment and reclamation rules, policies, regulations orders or directives in any Primary Jurisdiction,

(ii)a material change occurs in the methodology used in calculating the Liability Management Rating in any Primary Jurisdiction (including any changes in the factors used to calculate such rating which would have a material effect upon the calculation of such rating),

(iii)a material change is made to the minimum Liability Management Rating thresholds in any Primary Jurisdiction which are used to determine whether any licenses for xxxxx, facilities, pipelines and other physical assets relevant to the determination of the Liability Management Rating can be transferred or whether any security deposits will be required to be provided to the applicable Energy Regulator (the “Minimum Statutory LMR”), or

(iv)for the purposes of adjusting Section 12.1(y) only, either (A) there is a material increase or decrease in the assumed netback values (or equivalent) used by the applicable Energy Regulator in any Primary Jurisdiction in determining “deemed assets” (or the equivalent) for the purposes of calculating the Liability Management Rating or (B) there is a material increase or decrease in the assumed reclamation and abandonment costs (or the equivalent) used by the applicable Energy Regulator in any Primary Jurisdiction in determining “deemed liabilities” (or the equivalent) for the purposes of calculating the Liability Management Rating in such Primary Jurisdiction; or

(b)except for the purposes of adjusting Section 12.1(y), any “force majeure” event or similar circumstance occurs which materially reduces the cash flow derived from oil and gas production of the Canadian Borrower or its Material Subsidiaries for an extended period of time, and as a consequence thereof, the “deemed assets” component of the Liability Management Rating for such Person in any Primary Jurisdiction is materially reduced;

then, in any such case, at the written request of the Agent or the Majority of the Lenders to the Canadian Borrower or of the Canadian Borrower to the Agent and the Lenders, the Canadian Borrower and the Agent shall enter into good faith discussions with a view to determining a comparable rating system, calculation or threshold, as applicable, to amend or replace the concept or usage of Liability Management Rating as set forth herein (or, in the case of clause (b) above, to adjust for such force majeure event or circumstance for so long as it is continuing), with the objective of having the respective positions of the Lenders and the Borrowers after such change(s) conform as nearly as possible to their respective positions immediately prior to such change(s) (subject to ensuring that the threshold in Section 12.1(y) at

least equals the Minimum Statutory LMR and, to the extent practicable, exceeds the Minimum Statutory LMR by an equitable amount); provided that, until any such agreement is reached, the Liability Management Rating and all related calculations and thresholds hereunder shall continue to be calculated by the Canadian Borrower in consultation with the Agent acting in good faith as if no such change had occurred.

Upon the Canadian Borrower and the Agent agreeing on such a comparable rating system, calculation or threshold, as applicable, the Borrowers and the Lenders shall enter into documentation to amend the provisions hereof to give effect to such agreement and to make all other adjustments incidental thereto. The parties hereto agree that such amendment shall require the consent of the Majority of the Lenders, such consent not to be unreasonably withheld, notwithstanding anything to the contrary set out herein.

1.10Interest Rates; Benchmark Notification

The interest rate on a Loan may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event in respect of any Benchmark, Section 13.4 provides a mechanism for determining an alternative rate of interest. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to: (a) the continuation of, the administration of, submission of, calculation of, performance of or any other matter related to any interest rate used in this Agreement (including the Canadian Prime Rate, CDOR Reference Rate, CDOR Successor Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Term XXXXX or Daily Compounded XXXXX or any component definition thereof) or rates referred to in the definition thereof, or with respect to any alternative or successor rate thereto, or replacement rate thereof (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Canadian Prime Rate, CDOR Reference Rate, CDOR Successor Rate, U.S. Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Term XXXXX or Daily Compounded XXXXX or any other Benchmark (or any component thereof) prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Agent and its Affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate (or component thereof) used in this Agreement or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to a Borrower. The Agent may select information sources or services in its discretion, acting reasonably, to ascertain any interest rate used in this Agreement, any component thereof, or rates referred to in the definition thereof or any other Benchmark, in each case pursuant to and in accordance with the terms of this Agreement, and shall have no liability to any Borrower, any Lender or any other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Article 2
THE CREDIT FACILITIES

1.1The Credit Facilities

(1)Subject to the terms and conditions hereof, each of the Canadian Revolving Syndicated Facility Lenders shall make available to the Canadian Borrower such Lender’s Rateable Portion of the Canadian Revolving Syndicated Facility and the Canadian Operating Lender shall make available to the Canadian Borrower the Canadian Operating Facility. Subject to Section 2.19, the Outstanding Principal under a given Canadian Revolving Facility shall not exceed the maximum principal amount of such Canadian Revolving Facility.

(2)Subject to the terms and conditions hereof, each of the U.S. Syndicated Facility Lenders shall make available to the U.S. Borrower such Lender’s Rateable Portion of the U.S. Syndicated Facility, and the U.S. Operating Lender shall make available to the U.S. Borrower the U.S. Operating Facility. The Outstanding Principal under a given U.S. Credit Facility shall not exceed the maximum principal amount of such U.S. Credit Facility.

(3)Subject to the terms and conditions hereof, each of the Term Facility Lenders shall make available to the Canadian Borrower such Xxxxxx’s Rateable Portion of the Term Facility. The Outstanding Principal under the Term Facility shall not exceed the maximum principal amount of the Term Facility.

1.2Types of Availments; Overdraft Loans

(1)The Canadian Borrower may, in Canadian Dollars, make Drawdowns, Conversions and Rollovers under either of the Canadian Revolving Facilities of Canadian Prime Rate Loans and Bankers’ Acceptances and may, in United States Dollars, make Drawdowns, Conversions and Rollovers under either of the Canadian Revolving Facilities of U.S. Base Rate Loans and SOFR Loans. In addition, the Canadian Borrower may make Drawdowns and Rollovers under the Canadian Revolving Facilities of Letters of Credit denominated in Canadian Dollars or United States Dollars; provided that the Outstanding Principal of Letters of Credit outstanding under the Canadian Revolving Syndicated Facility shall not exceed U.S.$75,000,000 (or the Equivalent Amount thereof in Canadian Dollars) at any time. The Canadian Borrower shall have the option, subject to the terms and conditions hereof, to determine which types of Loans shall be drawn down and in which combinations or proportions.

(2)The U.S. Borrower may, in United States Dollars, make Drawdowns, Conversions and Rollovers under the U.S. Credit Facilities of U.S. Base Rate Loans and SOFR Loans. In addition, the U.S. Borrower may make Drawdowns and Rollovers under the U.S. Credit Facilities of Letters of Credit denominated in United States Dollars; provided that the Outstanding Principal of Letters of Credit outstanding under the U.S. Syndicated Facility shall not exceed U.S.$50,000,000 at any time. The U.S. Borrower shall have the option, subject to the terms and conditions hereof, to determine which types of Loans shall be drawn down and in which combinations or proportions.

(3)On the Effective Date only, the Canadian Borrower may, in Canadian Dollars, make Drawdowns under the Term Facility of Canadian Prime Rate Loans and Bankers’ Acceptances and may, in United States Dollars, make Drawdowns under the Term Facility of U.S. Base Rate Loans and SOFR Loans. The Canadian Borrower shall have the option, subject to the terms and conditions hereof, to determine which types of Loans shall be drawn down on the Effective Date and in which combinations or proportions.

(4)In addition to the foregoing, overdrafts (each, an “Overdraft Loan”) arising from clearance of cheques or drafts drawn on: (a) the Canadian Dollar accounts and United States Dollar accounts of the Canadian Borrower maintained with the Canadian Operating Lender, and designated by the Canadian Operating Lender for such purpose, shall be deemed to be outstanding as Canadian Prime Rate Loans and U.S. Base Rate Loans, respectively, under the Canadian Operating Facility and (b) the United States Dollar account of the U.S. Borrower maintained with the U.S. Operating Lender, and designated by the U.S. Operating Lender for such purpose, shall be deemed to be outstanding as U.S. Base Rate Loans under the U.S. Operating Facility. All references to Canadian Prime Rate Loans and U.S. Base Rate Loans (as applicable) shall include Overdraft Loans. For certainty, notwithstanding Section 2.7 or 2.15, no Drawdown Notice or Repayment Notice need be delivered by the Canadian Borrower or the U.S. Borrower in respect of Overdraft Loans and no Conversions of Overdraft Loans shall be permitted hereunder.

1.3Purpose

(1)The Canadian Revolving Facilities are being made available for the general corporate purposes of the Canadian Borrower (including the Acquisition Uses of Proceeds), subject to Section 2.26.

(2)The U.S. Credit Facilities are being made available for the general corporate purposes of the U.S. Borrower (including the Acquisition Uses of Proceeds), subject to Section 2.26.

(3)The Term Facility is being made available to the Canadian Borrower solely for the Acquisition Uses of Proceeds.

1.4Availability and Nature of the Credit Facilities

(1)Revolving Credit Facilities

(a)Subject to the terms and conditions hereof, the relevant Borrower may make Drawdowns, Conversions and Rollovers under each Revolving Credit Facility, in respect of the applicable Revolving Facility Commitment of a given Lender thereunder prior to, and only prior to, the Maturity Date applicable to such Lender.

(b)Prior to the Maturity Date applicable to a Lender, each of the Revolving Credit Facilities shall be a revolving credit facility; that is, the relevant Borrower may increase or decrease Loans under each such Revolving Credit Facility, by making Drawdowns, repayments and further Drawdowns.

(2)Term Facility

(a)Subject to the terms and conditions hereof, on the Effective Date the Canadian Borrower may make Drawdowns under the Term Facility in respect of the applicable Term Facility Commitment of a given Term Facility Lender thereunder, and thereafter prior to, and only prior to, the Maturity Date applicable to such Lender the Canadian Borrower may make Conversions and Rollovers of the Loans resulting from such Drawdowns.

(b)The Term Facility is non-revolving and any Loans thereunder which are repaid may not be reborrowed. At the close of business on the Effective Date, any unutilized portion of the Term Facility shall be automatically cancelled without the requirement of further action by any party to this Agreement and the Total Term Commitment shall be permanently reduced by the applicable amount of such cancellation. Thereafter, all principal repayments of amounts outstanding under the Term Facility shall permanently reduce the Total Term Commitment without the requirement for further action by any party to this Agreement. Any such reduction or cancellation of the Total Term Commitment shall be allocated on a pro rata basis among the Term Facility Lenders.

(3)For certainty, in no event shall a Lender be required to fund, participate in, or otherwise provide any portion of a Loan under a Credit Facility which has a maturity date or expiry date, or which has an Interest Period which will expire, after the Maturity Date applicable to such Lender in respect of such Credit Facility. In no event shall a Borrower request, or be entitled to obtain, a Loan under a Credit Facility which has a maturity or expiry date, or which has an Interest Period which will expire after the earliest Maturity Date then applicable to a Lender in respect of such Credit Facility.

1.5Minimum Drawdowns

(1)Each Drawdown under the Syndicated Facilities of the following types of Loans (as applicable to the Credit Facility in question) shall be available in the following amounts indicated:

(a)Canadian Prime Rate Loans in minimum principal amounts of Cdn.$3,000,000 and Drawdowns in excess thereof in integral multiples of Cdn.$100,000;

(b)Bankers’ Acceptances in minimum aggregate amounts of Cdn.$5,000,000 at maturity and Drawdowns in excess thereof in integral multiples of Cdn.$100,000;

(c)SOFR Loans in minimum principal amounts of U.S.$5,000,000 and Drawdowns in excess thereof in integral multiples of U.S.$100,000; and

(d)U.S. Base Rate Loans in minimum principal amounts of U.S.$3,000,000 and Drawdowns in excess thereof in integral multiples of U.S.$100,000.

(2)Each Drawdown under the Operating Facilities of the following types of Loans (as applicable to the Credit Facility in question) shall be available in the following amounts indicated:

(a)Bankers’ Acceptances in minimum aggregate amounts of Cdn.$500,000 at maturity and Drawdowns in excess thereof in integral multiples of Cdn.$100,000; and

(b)SOFR Loans in minimum principal amounts of U.S.$500,000 and Drawdowns in excess thereof in integral multiples of U.S.$100,000.

1.6SOFR Loan Availability

Drawdowns of, Conversions into and Rollovers of requested SOFR Loans may only be made upon the Agent’s or the relevant Operating Lender’s (as applicable) prior favourable determination with respect to the matters referred to in Section 13.1.

1.7Notice Periods for Drawdowns, Conversions and Rollovers

(1)Subject to the provisions hereof, the Canadian Borrower or the U.S. Borrower (as applicable) may make any Drawdown, Conversion or Rollover under the applicable Syndicated Facility, by delivering a Drawdown Notice, Conversion Notice or Rollover Notice, as the case may be (executed in accordance with the definition of Officer’s Certificate), with respect to a specified type of Loan to the Agent not later than:

(a)9:00 a.m. (Calgary time) three (3) Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date, as the case may be, for the Drawdown of, Conversion into or the Rollover of SOFR Loans;

(b)9:00 a.m. (Calgary time) two (2) Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date, as the case may be, for the Drawdown of, Conversion into or Rollover of Bankers’ Acceptances;

(c)9:00 a.m. (Calgary time) one (1) Banking Day prior to the proposed Drawdown Date or Conversion Date, as the case may be, for Drawdowns of or Conversions into Canadian Prime Rate Loans and/or U.S. Base Rate Loans; and

(d)9:00 a.m. (Calgary time) three (3) Banking Days prior to the proposed Drawdown Date or Rollover Date, as the case may be, for the Drawdown or Rollover of Letters of Credit under either Revolving Syndicated Facility.

(2)Subject to the provisions hereof, the Canadian Borrower or the U.S. Borrower (as applicable) may make a Drawdown, Conversion or Rollover under the applicable Operating Facility by delivering a Drawdown Notice, Conversion Notice or Rollover Notice, as the case may be (executed in accordance with the definition of Officer’s Certificate), with respect to a specified type of Loan to the applicable Operating Lender (with a copy to the Agent) not later than:

(b)9:00 a.m. (Calgary time) one (1) Banking Day prior to the proposed Drawdown Date, Conversion Date or Rollover Date, as the case may be, for the Drawdown of, Conversion into or Rollover of Bankers’ Acceptances;

(c)9:00 a.m. (Calgary time) on the proposed Drawdown Date or Conversion Date, as the case may be, for Drawdowns of or Conversions into Canadian Prime Rate Loans and/or U.S. Base Rate Loans; and

(d)9:00 a.m. (Calgary time) two (2) Banking Days prior to the proposed Drawdown Date or Rollover Date, as the case may be, for the Drawdown or Rollover of Letters of Credit.

1.8Conversion Option

Subject to the provisions of this Agreement and except for Letters of Credit, a Borrower may convert the whole or any part of any type of Loan under a Credit Facility into any other type of permitted Loan under the same Credit Facility by giving, in the case of a Syndicated Facility, the Agent, or, in the case of an Operating Facility, the applicable Operating Lender (with a copy to the Agent), a Conversion Notice in accordance herewith; provided that:

(a)Conversions of SOFR Loans and Bankers’ Acceptances may only be made on the last day of the Interest Period applicable thereto;

(b)a Borrower may not convert a portion only or the whole of an outstanding Loan unless both the unconverted portion and converted portion of such Loan are equal to or exceed, in the relevant currency of each such portion, the minimum amounts required for Drawdowns of Loans of the same type as that portion (as set forth in Section 2.5);

(c)in respect of Conversions of a Loan under a Canadian Revolving Facility denominated in one currency to a Loan denominated in another currency, the Canadian Borrower shall at the time of the Conversion repay the Loan or portion thereof being converted in the currency in which it was denominated;

(d)a Conversion of a Loan under the Term Facility shall not result in a currency conversion; and

(e)a Conversion shall not result in an increase in Outstanding Principal; increases in Outstanding Principal may only be effected by Drawdowns.

1.9SOFR Loan Rollovers; Selection of SOFR Interest Periods

At or before 9:00 a.m. (Calgary time) three (3) Banking Days prior to the expiration of each Interest Period of each SOFR Loan, a Borrower shall, unless it has delivered a Conversion Notice pursuant to Section 2.7 and/or a Repayment Notice pursuant to Section 2.15 (together with a Rollover Notice if a portion only is to be converted or repaid; provided that a portion of a SOFR Loan may be continued only if the portion which is to remain outstanding is equal to or exceeds the minimum amount required hereunder for Drawdowns of SOFR Loans) with respect to the aggregate amount of such Loan, deliver a Rollover Notice to, in the case of a Syndicated Facility, the Agent, or, in the case of an Operating Facility, the relevant Operating Lender (with a copy to the Agent), selecting the next Interest Period applicable to the SOFR Loan, which new Interest Period shall commence on and include the last day of such prior Interest Period. If a Borrower fails to deliver a Rollover Notice to the Agent or the relevant Operating Lender (as applicable) as provided in this Section, such Borrower shall be deemed to have given a Conversion Notice to the Agent or such Operating Lender (as applicable) electing to convert the entire amount of the maturing SOFR Loan into a U.S. Base Rate Loan.

1.10Rollovers and Conversions not Repayments

Any amount converted shall be a Loan of the type converted to upon such Conversion taking place, and any amount rolled over shall continue to be the same type of Loan under the same Credit Facility as before the Rollover, but such Conversion or Rollover (to the extent of the amount converted or rolled over) shall not of itself constitute a repayment or a fresh utilization of any part of the amount available under the relevant Credit Facility.

1.11Agent’s Obligations with Respect to Canadian Prime Rate Loans, U.S. Base Rate Loans and SOFR Loans

Upon receipt of a Drawdown Notice, Rollover Notice or Conversion Notice with respect to a Canadian Prime Rate Loan, U.S. Base Rate Loan or SOFR Loan under a Syndicated Facility, the Agent shall forthwith notify the relevant Lenders of the requested type of Loan, the proposed Drawdown Date, Rollover Date or Conversion Date, each Lender’s Rateable Portion of such Loan and, if applicable, the account of the Agent to which each Lender’s Rateable Portion is to be credited.

1.12Lenders’ and Agent’s Obligations with Respect to Canadian Prime Rate Loans, U.S. Base Rate Loans and SOFR Loans

Each Lender shall, for same day value by no later than 10:00 a.m. (Calgary time) on the Drawdown Date specified by a Borrower in a Drawdown Notice with respect to a Canadian Prime Rate Loan, a U.S. Base Rate Loan or a SOFR Loan under a Canadian Syndicated Facility, or, in the case of a Drawdown Notice under the U.S. Syndicated Facility, with respect to a U.S. Base Rate Loan or SOFR Loan, credit the applicable Agent’s Canadian Facility Account or the Agent’s U.S. Facility Account, as the case may be, specified in the Agent’s notice given under Section 2.11 with such Xxxxxx’s Rateable Portion of each such requested Loan and for same day value on the same date the Agent shall pay to such Borrower the full amount of the amounts so credited in accordance with any payment instructions set forth in the applicable Drawdown Notice.

1.13Irrevocability

A Drawdown Notice, Rollover Notice, Conversion Notice or Repayment Notice given by a Borrower hereunder shall be irrevocable and, subject to any options the relevant Lenders may have hereunder in regard thereto and the applicable Borrower’s rights hereunder in regard thereto, shall oblige such Borrower to take the action contemplated on the date specified therein.

1.14Optional Cancellation or Reduction of Credit Facilities

A Borrower may, at any time, upon giving at least three (3) Banking Days prior written notice to the Agent, cancel in full or, from time to time, permanently reduce in part the unutilized portion of a Credit Facility applicable to it; provided, however, that any such reduction shall be in a minimum amount of U.S.$5,000,000 and reductions in excess thereof shall be in integral multiples of U.S.$1,000,000. If a Credit Facility is so reduced, the Commitments of each of the Lenders under such Credit Facility shall be reduced pro rata in the same proportion that the amount of the reduction in the Credit Facility bears to the amount of such Credit Facility in effect immediately prior to such reduction.

1.15Optional Repayment of Credit Facilities

A Borrower may at any time and from time to time repay, without penalty, to the Agent for the account of the applicable Lenders or to the relevant Operating Lender (as applicable) or, in the case of Letters of Credit return the same to the Agent, the applicable Operating Lenders or the applicable Fronting Lenders, as the case may be, for cancellation or provide for the funding of, the whole or any part of any Loan owing by it together with accrued interest thereon to the date of such repayment; provided that:

(a)such Borrower shall (subject to Section 2.2(3) in respect of Overdraft Loans) give a Repayment Notice (executed in accordance with the definition of Officer’s Certificate) to the Agent or the relevant Operating Lender (as applicable) not later than:

(i)9:00 a.m. (Calgary time) three (3) Banking Days prior to the date of the proposed repayment, for SOFR Loans;

(ii)9:00 a.m. (Calgary time) two (2) Banking Days prior to the date of the proposed repayment, for Letters of Credit and Bankers’ Acceptances;

(iii)9:00 a.m. (Calgary time) one (1) Banking Day prior to the date of the proposed repayment, for Canadian Prime Rate Loans under a Canadian Syndicated Facility;

(iv)9:00 a.m. (Calgary time) one (1) Banking Day prior to the date of the proposed repayment, for U.S. Base Rate Loans under a Canadian Syndicated Facility and the U.S. Syndicated Facility;

(v)9:00 a.m. (Calgary time) on the date of the proposed repayment, for Canadian Prime Rate Loans and U.S. Base Rate Loans under the Canadian Operating Facility; and

(vi)9:00 a.m. (Calgary time) on the date of the proposed repayment, for U.S. Base Rate Loans under the U.S. Operating Facility;

(b)repayments pursuant to this Section may only be made on a Banking Day;

(c)subject to the following provisions and Section 2.18, each such repayment may only be made on the last day of the applicable Interest Period with regard to a SOFR Loan that is being repaid;

(d)a Bankers’ Acceptance may only be repaid on its maturity unless collateralized in accordance with Section 2.18(3);

(e)unexpired Letters of Credit may only be prepaid by the return thereof to the Agent, the applicable Fronting Lenders or the applicable Operating Lender, as the case may be, for cancellation or providing funding therefor in accordance with Section 2.18(2);

(f)except in the case of Letters of Credit and Canadian Prime Rate Loans and U.S. Base Rate Loans under the applicable Operating Facility, each such repayment shall be in a minimum amount of the lesser of: (i) the minimum amount required pursuant to Section 2.5 for Drawdowns of the type of Loan proposed to be repaid and (ii) the principal of the Loan being repaid; any repayment in excess of such amount shall be in integral multiples of the amounts required pursuant to Section 2.5 for multiples in excess of the minimum amounts for Drawdowns; and

(g)except in the case of Letters of Credit and Canadian Prime Rate Loans and U.S. Base Rate Loans under the applicable Operating Facility, a Borrower may not repay a portion only of an outstanding Loan unless the unpaid portion is equal to or exceeds, in the relevant currency, the minimum amount required pursuant to Section 2.5 for Drawdowns of the type of Loan proposed to be repaid.

1.16Mandatory Repayment of Credit Facilities on Maturity Date

Subject to Section 12.2 and Article 8, each Borrower shall repay or pay, as the case may be, to the Agent, on behalf of the relevant Lenders, or to the relevant Operating Lender (as applicable) all Loans and other Obligations outstanding under each Credit Facility on or before the Maturity Date applicable thereto.

1.17Mandatory Repayments of Credit Facilities from Proceeds of Debt or Dispositions

(1)Within five (5) Banking Days after receipt of any Net Cash Proceeds referred to below, the Canadian Borrower shall apply such proceeds to prepay the Outstanding Principal under the Term Facility (and permanently reduce the Total Term Commitment to the extent of each such prepayment):

(a)100% of the Net Cash Proceeds of any sale or issuance of Debt securities (including, for certainty, the issuance of hybrid Debt securities) or any incurrence or borrowing of Debt by any Borrower or any Subsidiary, but excluding the Net Cash Proceeds from any sale, issuance or incurrence of any Excluded Debt; and

(b)100% of the Net Cash Proceeds of any sale or other disposition (including any casualty or condemnation, and any shares of any Subsidiary) of any assets outside of the ordinary course of business by the Canadian Borrower or any of its Subsidiaries, but excluding the Net Cash Proceeds from any Excluded Dispositions.

(2)The Borrowers shall provide the Agent with prompt written notice of any mandatory prepayment of the Term Facility or reduction of the Total Term Commitment required by this Section 2.17. All such mandatory prepayments shall be applied without premium or penalty, subject to Section 2.18(1).

1.18Additional Repayment Terms

(1)If any SOFR Loan is repaid or converted on other than the last day of the applicable Interest Period, the applicable Borrower shall, within three (3) Banking Days after notice is given by the Agent, pay to the Agent for the account of the relevant Lenders all costs, losses, premiums and expenses incurred by the relevant Lenders by reason of the liquidation or re-deployment of deposits or other funds, or for any other reason whatsoever, resulting in each case from the repayment of such Loan or any part thereof on other than the last day of the applicable Interest Period. Any Lender, upon becoming entitled to be paid such costs, losses, premiums and expenses, shall, in respect of a Canadian Credit Facility, deliver to the relevant Canadian Borrower and the Agent, or, in respect of a U.S. Credit Facility, deliver to the U.S. Borrower and the Agent, a certificate of such Lender certifying as to such amounts and, in the absence of manifest error, such certificate shall be conclusive and binding for all purposes.

(2)With respect to the funding of the repayment of unexpired Letters of Credit pursuant to Section 2.15(e) or otherwise hereunder, it is agreed that the applicable Borrower shall provide for the funding in full of the repayment of unexpired Letters of Credit by paying to and depositing with the Agent cash collateral for each such unexpired Letter of Credit equal to the maximum amount thereof, plus the fees payable pursuant to Sections 7.11(1) and 7.11(2) through to the expiry of such Letter of Credit, in each case, in the respective currency which the relevant Letter of Credit is denominated; such cash collateral deposited by such Borrower shall be held by the Agent in an interest bearing cash collateral account with interest to be credited to such Borrower at rates prevailing at the time of deposit for similar accounts with the Agent. Such cash collateral accounts shall be assigned to the Agent as security for the obligations of such Borrower in relation to such Letters of Credit and the Security Interest of the Agent thereby created in such cash collateral shall rank in priority to all other Security Interests and adverse claims against such cash collateral. Such cash collateral shall be applied to satisfy the obligations of such Borrower for such Letters of Credit as payments are made thereunder and the Agent is hereby irrevocably directed by such Borrower to so apply any such cash collateral. Amounts held in such cash collateral accounts may not be withdrawn by the applicable Borrower without the consent of all of the relevant Lenders, the applicable Fronting Lenders or the applicable Operating Lender, as the case may be; however, interest on such deposited amounts shall be for the account of such Borrower and may be withdrawn by such Borrower so long as no Default or Event of Default is then continuing. If after expiry of the Letters of Credit for which such funds are held and application by the Agent of the amounts in such cash collateral accounts to satisfy the obligations of such Borrower hereunder with respect to the Letters of Credit being repaid, any excess remains, such excess shall be promptly paid by the Agent to the applicable Borrower so long as no Default or Event of Default is then continuing.

(3)With respect to the repayment of unmatured Bankers’ Acceptances pursuant to Section 2.15(d) or otherwise hereunder, it is agreed that the Canadian Borrower shall provide for the funding in full of the unmatured Bankers’ Acceptances to be repaid by paying to and depositing with the Agent cash collateral (the “Cash Collateral”) for each such unmatured Bankers’ Acceptances equal to the face amount payable at maturity thereof; such Cash Collateral deposited by the Canadian Borrower shall be invested by the Agent in Approved Securities as may be directed in writing by the Canadian Borrower from time to time (the “Collateral Investments”); provided that the Canadian Borrower shall direct said investments so that they mature in amounts sufficient to permit payment of the Obligations for maturing Bankers’ Acceptances on the maturity dates thereof, with interest thereon to be credited to the Canadian Borrower. In the event that the Agent is not provided with instructions from the Canadian Borrower to make Collateral Investments as provided herein, the Agent shall hold such Cash Collateral in an interest bearing cash collateral account (the “Cash Collateral Account”) at rates prevailing at the time of deposit for similar accounts with the Agent. The (a) Cash Collateral, (b) Cash Collateral Accounts, (c) Collateral Investments, (d) any accounts receivable, claims, instruments or securities evidencing or relating to the foregoing, and (e) any proceeds of any of the foregoing (collectively the “Outstanding BAs Collateral”) shall be assigned to the Agent as security for the obligations of the Canadian Borrower in relation to such Bankers’ Acceptances and the Security Interest of the Agent thereby created in such Outstanding BAs Collateral shall rank in priority to all other Security Interests and adverse claims against such Outstanding BAs Collateral. Such Outstanding BAs Collateral shall be applied to satisfy the obligations of the Canadian Borrower for such Bankers’ Acceptances as they mature and the Agent is hereby irrevocably directed by the Canadian Borrower to apply any such Outstanding BAs Collateral to such maturing Bankers’ Acceptances. The Outstanding BAs Collateral created herein shall not be released to the Canadian Borrower without the consent of all of the Lenders, in the case of Outstanding BAs Collateral under a Canadian Syndicated Facility, and the applicable Operating Lender, in the case of Outstanding BAs Collateral under the applicable Operating Facility; provided however, interest on such deposited amounts shall be for the account of the Canadian Borrower and may be withdrawn by the Canadian Borrower so long as no Default or Event of Default is then continuing. If, after maturity of the Bankers’ Acceptances for which such Outstanding BAs Collateral is held and application by the Agent of the Outstanding BAs Collateral to satisfy the obligations of the Canadian Borrower hereunder with respect to the Bankers’ Acceptances being repaid, any interest or other proceeds of the Outstanding BAs Collateral remains, such interest or other proceeds shall be promptly paid and transferred by the Agent to the Canadian Borrower so long as no Default or Event of Default is then continuing.

1.19Currency Excess

(1)If the Agent shall determine that the aggregate Outstanding Principal of the outstanding Loans under a given Canadian Credit Facility exceeds the maximum amount of such Canadian Credit Facility (the amount of such excess is herein called the “Currency Excess”), then, upon written request by the Agent (which request shall detail the applicable Currency Excess), the Canadian Borrower shall repay an amount of Canadian Prime Rate Loans or U.S. Base Rate Loans under such Canadian Credit Facility within five (5) Banking Days after receipt of such request, such that, except as otherwise contemplated in Section 2.19(2), the Equivalent Amount in United States Dollars of such repayments is, in the aggregate, at least equal to the Currency Excess.

(2)If, in respect of any Currency Excess, the repayments made by the Canadian Borrower have not completely removed such Currency Excess (the remainder thereof being herein called the “Currency Excess Deficiency”), the Canadian Borrower shall within the aforementioned five (5) Banking Days after receipt of the aforementioned request of the Agent, place an amount equal to the Currency Excess Deficiency on deposit with the Agent in an interest bearing account with interest at rates prevailing at the time of deposit for the account of the Canadian Borrower, to be assigned to the Agent on behalf of the Lenders by instrument satisfactory to the Agent and, if applicable, to be applied to maturing Bankers’ Acceptances or SOFR Loans (converted if necessary at the exchange rate for determining the Equivalent Amount on the date of such application or held to provide for the funding of unexpired Letters of Credit in accordance with Section 2.18(2) which shall apply mutatis mutandis). The Agent is hereby irrevocably directed by the Canadian Borrower to apply any such sums on deposit to maturing Loans as provided in the preceding sentence. In lieu of providing funds for the Currency Excess Deficiency, as provided in the preceding provisions of this Section, the Canadian Borrower may within the said period of five (5) Banking Days provide to the Agent an irrevocable standby letter of credit in an amount equal to the Currency Excess Deficiency and for a term which expires not sooner than ten (10) Banking Days after the date of maturity or expiry, as the case may be, of the relevant Bankers’ Acceptances, SOFR Loans or Letters of Credit, as the case may be; such letter of credit for the Currency Excess Deficiency shall be issued by a financial institution, and shall be on terms and conditions, acceptable to the Agent in its sole discretion. The Agent is hereby authorized and directed to draw upon such letter of credit and apply the proceeds of the same to Bankers’ Acceptances or SOFR Loans as they mature or to satisfy the obligations of the Canadian Borrower for Letters of Credit as payments are made thereunder. Upon the Currency Excess Deficiency being eliminated as aforesaid or by virtue of subsequent changes in the exchange rate for determining the Equivalent Amount, then, provided no Default or Event of Default is then continuing, such funds on deposit, together with interest thereon shall be returned to the Canadian Borrower, in the case of funds on deposit, or such letters of credit shall be cancelled or reduced in amount, in the case of letters of credit.

1.20Hedging with Lenders and Hedging Affiliates

If a Lender or Hedging Affiliate enters into a Financial Instrument with the Canadian Borrower or any of its Subsidiaries which such Lender or Hedging Affiliate (as the case may be) believes, acting reasonably, in good faith and without any actual notice or knowledge to the contrary, is permitted by Section 10.2(h), then each such Lender Financial Instrument and the Lender Financial Instrument Obligations under such Financial Instrument shall be secured by the Security equally and rateably with the Obligations regardless of whether the Canadian Borrower has complied herewith (but, for certainty, without in any manner lessening or relieving the Canadian Borrower from its obligation to comply therewith).

1.21Extension of Canadian Revolving Syndicated Facility Maturity Date

(1)For purposes of this Section 2.21:

“Requested Lenders” means those Canadian Revolving Syndicated Facility Lenders which are not then Non-Extending Lenders; and

“Extension Request” means a written request by the Canadian Borrower to the Requested Lenders to extend the Canadian Revolving Syndicated Facility Maturity Date by one or more years (or any portion thereof), which request shall include an Officer’s Certificate certifying that no Default or Event of Default has occurred and is continuing.

(2)The Canadian Borrower may, once in each calendar year, by delivering to the Agent an executed Extension Request, request the Requested Lenders to extend the Canadian Revolving Syndicated Facility Maturity Date applicable to such Lenders by one or more years (or any portion thereof); provided that (a) such request may be made at any time but only once per calendar year and (b) the Canadian Revolving Syndicated Facility Maturity Date, if extended in accordance herewith and therewith, shall not be later than four years after the effective date of such extension in such calendar year.

(3)Upon receipt from the Canadian Borrower of an executed Extension Request, the Agent shall forthwith deliver to each Requested Lender a copy of such request, and each Requested Lender shall, within 30 days after the date the Agent receives such request from the Canadian Borrower, provide to the Agent and the Canadian Borrower either: (a) written notice that such Requested Lender (each such Lender being hereinafter referred to in this Section as an “Extending Lender”) agrees, subject to Section 2.21(4) below, to the requested extension of the current Canadian Revolving Syndicated Facility Maturity Date applicable to it or (b) written notice that such Requested Lender (each such Lender being hereinafter referred to in this Section as a “Non-Extending Lender”) does not agree to such requested extension; provided that, if a Requested Lender shall fail to so notify the Agent and the Canadian Borrower, then such Requested Lender shall be deemed to have delivered such notice and shall be deemed to be a Non-Extending Lender. The determination of each Lender whether or not to extend the Canadian Revolving Syndicated Facility Maturity Date applicable to it shall be made by each individual Lender in its sole discretion.

(4)If the Extending Lenders have not less than 66⅔% of the Canadian Revolving Syndicated Facility Commitments, the Canadian Revolving Syndicated Facility Maturity Date shall be extended in accordance with the Extension Request for each of the Extending Lenders. If the Extending Lenders do not have at least 66⅔% of the Canadian Revolving Syndicated Facility Commitments, the Canadian Revolving Syndicated Facility Maturity Date shall not be extended for any of the Requested Lenders. For certainty, the Canadian Revolving Syndicated Facility Maturity Date for a Non-Extending Lender shall not be extended, regardless of whether the Canadian Revolving Syndicated Facility Maturity Date is extended for the Extending Lenders as aforesaid.

(5)If the Canadian Revolving Syndicated Facility Maturity Date has been extended in accordance with the most recent Extension Request delivered pursuant to Section 2.21(2):

(a)the Canadian Borrower may require any Non-Extending Lender to assign (for certainty, without releasing such Lender from its obligations under Section 7.10 to the Canadian Fronting Lender unless specifically agreed by such Canadian Fronting Lender in accordance herewith) its Canadian Revolving Syndicated Facility Commitment, its Rateable Portion of all Loans and other Obligations outstanding under the Canadian Revolving Syndicated Facility and all of its rights, benefits and interests under the Documents relating thereto (collectively, the “Canadian Assigned Interests”) to (i) any Extending Lenders which have agreed to increase their Canadian Revolving Syndicated Facility Commitments and purchase Canadian Assigned Interests, and (ii) to the extent the Canadian Assigned Interests are not transferred to Extending Lenders, financial institutions selected by the Canadian Borrower and acceptable to the Agent and the Canadian Fronting Lender, each acting reasonably. Such assignments shall be effective upon execution of assignment documentation satisfactory to the relevant Non-Extending Lender, the assignee, the Canadian Borrower, the Canadian Fronting Lender and the Agent (each acting reasonably), upon payment to the relevant Non-Extending Lender (in immediately available funds) by the relevant assignee of an amount equal to its Rateable Portion of all Obligations being assigned and all accrued but unpaid interest and fees hereunder in respect of those portions of the Loans and Commitments being assigned, upon payment by the relevant assignee to the Agent (for the Agent’s own account) of the recording fee contemplated in Section 16.6, and upon provision satisfactory to the Non-Extending Lender (acting reasonably) being made for (A) payment at maturity of outstanding Bankers’ Acceptances accepted by it, (B) indemnity in respect of its share of outstanding Letters of Credit or release by the Canadian Fronting Lender of its obligations in respect thereof and (C) any costs, losses, premiums or expenses incurred by such Non-Extending Lender by reason of the liquidation or re-deployment of deposits or other funds in respect of SOFR Loans outstanding hereunder. Upon such assignment and transfer, the Non-Extending Lender shall have no further right, interest, benefit or obligation in respect of the Canadian Revolving Syndicated Facility (except as provided in

Section 7.10) and the assignee thereof shall succeed to the position of such Lender as if the same was an original party hereto in the place and stead of such Non-Extending Lender and shall be deemed to be an Extending Lender; for such purpose, to the extent that the assignee is not already a party hereto, the assignee shall execute and deliver an Assignment Agreement and such other documentation as may be reasonably required by the Agent and the Canadian Borrower to confirm its agreement to be bound by the provisions hereof and to give effect to the foregoing; and

(b)to the extent that any Non-Extending Lender has not assigned its rights and interests to an Extending Lender or other financial institution as provided in subparagraph (a) above, the Canadian Borrower may, notwithstanding any other provision hereof, repay the Non-Extending Xxxxxx’s Rateable Portion of all Loans outstanding under the Canadian Revolving Syndicated Facility, together with all accrued but unpaid interest and fees thereon with respect to its Canadian Revolving Syndicated Facility Commitments, without making corresponding repayment to the Extending Lenders upon which the Canadian Borrower may cancel such Non-Extending Xxxxxx’s Canadian Revolving Syndicated Facility Commitment. Upon completion of the foregoing, such Non-Extending Lender shall have no further right, interest, benefit or obligation in respect of the Canadian Revolving Syndicated Facility (except as provided in Section 7.10) and the Canadian Revolving Syndicated Facility shall be reduced by the amount of such Non-Extending Lender’s cancelled Canadian Revolving Syndicated Facility.

(6)This Section shall apply from time to time to facilitate successive extensions and requests for extension of the Canadian Revolving Syndicated Facility Maturity Date. If, as of the current Canadian Revolving Syndicated Facility Maturity Date(before the extension thereof in accordance with the foregoing provisions of this Section 2.21), a Default or Event of Default exists, the Canadian Revolving Syndicated Facility Maturity Date shall not be extended, notwithstanding any other provision hereof to the contrary, for an Extending Lender unless (a) such Extending Lender has waived such Default or Event of Default in writing and (b) Extending Lenders having not less than 66⅔% of the Canadian Revolving Syndicated Facility Commitments have waived such Default or Event of Default in writing.

(7)A Non-Extending Lender may, with the prior written consent of the Canadian Borrower, become an Extending Lender with respect to any prior extension of the Canadian Revolving Syndicated Facility Maturity Date by providing written notice to the Agent revoking the notice referred to in Section 2.21(3)(b) above provided by such Lender; such revocation shall be effective from and after receipt by the Agent of such notice from such Lender together with a copy of the Canadian Borrower’s consent in relation thereto.

1.22Extension of Canadian Operating Facility Maturity Date

(1)For purposes of this Section 2.22, an “Extension Request” means a written request by the Canadian Borrower to the Canadian Operating Lender to extend the Canadian Operating Facility Maturity Date by one or more years (or any portion thereof), which request shall include an Officer’s Certificate that no Default or Event of Default has occurred and is continuing.

(2)The Canadian Borrower may, once in each calendar year, by delivering to the Agent and the Canadian Operating Lender an executed Canadian Operating Facility Extension Request, request the Canadian Operating Lender to extend the Canadian Operating Facility Maturity Date by one or more years (or any portion thereof); provided that, (a) such request may be made at any time but only once per calendar year and (b) the Canadian Operating Facility Maturity Date, if extended in accordance herewith and therewith, shall not be later than four years after the effective date of such extension in such calendar year.

(3)Upon receipt from the Canadian Borrower of an executed Canadian Operating Facility Extension Request, the Canadian Operating Lender shall, within 30 days after the date the Agent receives such request from the Canadian Borrower, provide to the Agent and the Canadian Borrower either: (a) written notice that the Canadian Operating Lender agrees, subject to Section 2.22(4) below, to the requested extension of the current Canadian Operating Facility Maturity Date or (b) written notice that the Canadian Operating Lender does not agree to such requested extension; provided that, if the Canadian Operating Lender shall fail to so notify the Agent and the Canadian Borrower, then the Canadian Operating Lender shall be deemed to have delivered a notice that the Canadian Operating Lender does not agree to such requested

extension. The determination of the Canadian Operating Lender whether or not to extend the Canadian Operating Facility Maturity Date shall be made by the Canadian Operating Lender in its sole discretion.

(4)This Section shall apply from time to time to facilitate successive extensions and requests for extension of the Canadian Operating Facility Maturity Date. If, as of the current Canadian Operating Facility Maturity Date (before the extension thereof in accordance with the foregoing provisions of this Section 2.22), a Default or Event of Default exists, the Canadian Operating Facility Maturity Date shall not be extended, notwithstanding any other provision hereof to the contrary, unless the Canadian Operating Lender has waived such Default or Event of Default in writing.

1.23Extension of U.S. Syndicated Facility Maturity Date

(1)For purposes of this Section 2.23:

“Extension Request” means a written request by either Borrower to the Requested Lenders to extend the U.S. Syndicated Facility Maturity Date applicable to such U.S. Syndicated Facility Lenders by one or more years (or any portion thereof), which request shall include an Officer’s Certificate certifying that no Default or Event of Default has occurred and is continuing; and

“Requested Lenders” means those U.S. Syndicated Facility Lenders which are not then Non-Extending Lenders.

(2)The U.S. Borrower may, once in each calendar year, by delivering to the Agent an executed Extension Request, request the Requested Lenders to extend the U.S. Syndicated Facility Maturity Date applicable to such U.S. Syndicated Facility Lenders by one or more years (or any portion thereof); provided that (a) such request may be made at any time but only once per calendar year and (b) the U.S. Syndicated Facility Maturity Date, if extended in accordance herewith and therewith, shall not be later than four years after the effective date of such extension in such calendar year.

(3)Upon receipt from the U.S. Borrower of an executed Extension Request, the Agent shall forthwith deliver to each Requested Lender a copy of such request, and each Requested Lender shall, within 30 days after the date the Agent receives such request from the U.S. Borrower, provide to the Agent and the U.S. Borrower either: (a) written notice that such Requested Lender (each such Lender being hereinafter referred to in this Section as an “Extending Lender”) agrees, subject to Section 2.23(4) below, to the requested extension of the current U.S. Syndicated Facility Maturity Date applicable to it or (b) written notice that such Requested Lender (each such Lender being hereinafter referred to in this Section as a “Non-Extending Lender”) does not agree to such requested extension; provided that, if a Requested Lender shall fail to so notify the Agent and the U.S. Borrower, then such Requested Lender shall be deemed to have delivered such notice and shall be deemed to be a Non-Extending Lender. The determination of each U.S. Syndicated Facility Lender whether or not to extend the U.S. Syndicated Facility Maturity Date applicable to it shall be made by each individual U.S. Syndicated Facility Lender in its sole discretion.

(4)If the Extending Lenders have not less than 66⅔% of the U.S. Syndicated Facility Commitments, the U.S. Syndicated Facility Maturity Date shall be extended in accordance with the Extension Request for each of the Extending Lenders. If the Extending Lenders do not have at least 66⅔% of the U.S. Syndicated Facility Commitments, the U.S. Syndicated Facility Maturity Date shall not be extended for any of the Requested Lenders. For certainty, the U.S. Syndicated Facility Maturity Date for a Non-Extending Lender shall not be extended, regardless of whether the U.S. Syndicated Facility Maturity Date is extended for the Extending Lenders as aforesaid.

(5)If the U.S. Syndicated Facility Maturity Date has been extended in accordance with the most recent Extension Request delivered pursuant to Section 2.23(2):

(a)the U.S. Borrower may require any Non-Extending Lender to assign (for certainty, without releasing such U.S. Syndicated Facility Lender from its obligations under Section 7.10 to the U.S. Fronting Lender unless specifically agreed by the U.S. Fronting Lender in accordance herewith) its U.S. Syndicated Facility Commitment, its Rateable Portion of all

Loans and other Obligations outstanding under the U.S. Syndicated Facility and all of its rights, benefits and interests under the Documents relating thereto (collectively, the “U.S. Assigned Interests”) to (i) any Extending Lenders which have agreed to increase their U.S. Syndicated Facility Commitments and purchase U.S. Assigned Interests, and (ii) to the extent the U.S. Assigned Interests are not transferred to the Extending Lenders, financial institutions selected by the U.S. Borrower and acceptable to the Agent and the U.S. Fronting Lender, each acting reasonably. Such assignments shall be effective upon execution of assignment documentation satisfactory to the relevant Non-Extending Lender, the assignee, the U.S. Borrower, the U.S. Fronting Lender and the Agent (each acting reasonably), upon payment to the relevant Non-Extending Lender (in immediately available funds) by the relevant assignee of an amount equal to its Rateable Portion of all Obligations being assigned and all accrued but unpaid interest and fees hereunder in respect of those portions of the Loans and Commitments being assigned, upon payment by the relevant assignee to the Agent (for the Agent’s own account) of the recording fee contemplated in Section 16.6, and upon provision satisfactory to the Non-Extending Lender (acting reasonably) being made for (A) indemnity in respect of its share of outstanding Letters of Credit or release by the U.S. Fronting Lender of its obligations in respect thereof and (B) any costs, losses, premiums or expenses incurred by such Non-Extending Lender by reason of the liquidation or re-deployment of deposits or other funds in respect of SOFR Loans outstanding hereunder. Upon such assignment and transfer, the Non-Extending Lender shall have no further right, interest, benefit or obligation in respect of the U.S. Syndicated Facility (except as provided in Section 7.10) and the assignee thereof shall succeed to the position of such U.S. Syndicated Facility Lender as if the same was an original party hereto in the place and stead of such Non-Extending Lender and shall be deemed to be a Extending Lender; for such purpose, to the extent that the assignee is not already a party hereto, the assignee shall execute and deliver an Assignment Agreement and such other documentation as may be reasonably required by the Agent and the U.S. Borrower to confirm its agreement to be bound by the provisions hereof and to give effect to the foregoing; and

(b)to the extent that any Non-Extending Lender has not assigned its rights and interests to a Extending Lender or other financial institution as provided in subparagraph (a) above, the U.S. Borrower may, notwithstanding any other provision hereof, repay the Non-Extending Lender’s Rateable Portion of all Loans outstanding under the U.S. Syndicated Facility, together with all accrued but unpaid interest and fees thereon with respect to its U.S. Syndicated Facility Commitments, without making corresponding repayment to the Extending Lenders upon which the U.S. Borrower may cancel such Non-Extending Lender’s U.S. Syndicated Facility Commitment. Upon completion of the foregoing, such Non-Extending Lender shall have no further right, interest, benefit or obligation in respect of the U.S. Syndicated Facility (except as provided in Section 7.10) and the U.S. Syndicated Facility shall be reduced by the amount of such Non-Extending Lender’s cancelled U.S. Syndicated Facility Commitment.

(6)This Section shall apply from time to time to facilitate successive extensions and requests for extension of the U.S. Syndicated Facility Maturity Date. If, as of the current U.S. Syndicated Facility Maturity Date (before the extension thereof in accordance with the foregoing provisions of this Section 2.23), a Default or Event of Default exists, the U.S. Syndicated Facility Maturity Date shall not be extended, notwithstanding any other provision hereof to the contrary, for a Extending Lender unless (a) such Extending Lender has waived such Default or Event of Default in writing and (b) the Extending Lenders having not less than 66⅔% of the U.S. Syndicated Facility Commitments have waived such Default or Event of Default in writing.

(7)A Non-Extending Lender may, with the prior written consent of the U.S. Borrower, become a Extending Lender with respect to any prior extension of the U.S. Syndicated Facility Maturity Date by providing written notice to the Agent revoking the notice referred to in Section 2.23(3)(b) above provided by such U.S. Syndicated Facility Lender; such revocation shall be effective from and after receipt by the Agent of such notice from such U.S. Syndicated Facility Lender together with a copy of the U.S. Xxxxxxxx’s consent in relation thereto.

1.24Extension of U.S. Operating Facility Maturity Date

(1)For purposes of this Section 2.24, an “Extension Request” means a written request by either Borrower to the U.S. Operating Lender to extend the U.S. Operating Facility Maturity Date

by one or more years (or any portion thereof), which request shall include an Officer’s Certificate that no Default or Event of Default has occurred and is continuing.

(2)The U.S. Borrower may, once in each calendar year, by delivering to the Agent and the U.S. Operating Lender an executed U.S. Operating Facility Extension Request, request the U.S. Operating Lender to extend the U.S. Operating Facility Maturity Date by one or more years (or any portion thereof); provided that (a) such request may be made at any time but only once per calendar year and (b) the U.S. Operating Facility Maturity Date, if extended in accordance herewith and therewith, shall not be later than four years after the effective date of such extension in such calendar year.

(3)Upon receipt from the U.S. Borrower of an executed U.S. Operating Facility Extension Request, the U.S. Operating Lender shall, within 30 days after the date the Agent receives such request from the U.S. Borrower, provide to the Agent and the U.S. Borrower either: (a) written notice that the U.S. Operating Lender agrees, subject to Section 2.24(4), to the requested extension of the current U.S. Operating Facility Maturity Date or (b) written notice that the U.S. Operating Lender does not agree to such requested extension; provided that, if the U.S. Operating Lender shall fail to so notify the Agent and the U.S. Borrower, then the U.S. Operating Lender shall be deemed to have delivered a notice that the U.S. Operating Lender does not agree to such requested extension. The determination of the U.S. Operating Lender whether or not to extend the U.S. Operating Facility Maturity Date shall be made by the U.S. Operating Lender in its sole discretion.

(4)This Section shall apply from time to time to facilitate successive extensions and requests for extension of the U.S. Operating Facility Maturity Date. If, as of the current U.S. Operating Facility Maturity Date (before the extension thereof in accordance with the foregoing provisions of this Section 2.24), a Default or Event of Default exists, the U.S. Operating Facility Maturity Date shall not be extended, notwithstanding any other provision hereof to the contrary, unless the U.S. Operating Lender has waived such Default or Event of Default in writing.

1.25Replacement of Lenders

(1)In addition to and not in limitation of or derogation from the other provisions hereof, each Borrower shall have the right, at its option, to (a) replace (by causing a Lender to assign its rights and interests under the applicable Credit Facility to additional financial institutions or to existing Lenders which have agreed to increase their Commitments) or (b) provided that no Default or Event of Default has occurred and is continuing, repay the Obligations outstanding and cancel the Commitments of (without corresponding repayment to or cancellation of the Commitments of other Lenders) or (c) do any combination thereof with respect to: (i) those Lenders which have not agreed to a consent under, waiver of or proposed amendment to the provisions of the Documents (each, a “Dissenting Lender”) requested by such Borrower, (ii) those Declining Lenders which have notified such Borrower that they have a conflict of interest in respect of a Takeover pursuant to Section 2.26, (iii) those Lenders which have notified such Borrower and the Agent of an entitlement to receive Additional Compensation under Section 13.4, (iv) those Lenders which, pursuant to Section 13.7, have declared their obligations under this Agreement in respect of any Loan to be terminated, and (v) any Defaulting Lender, and, for such purposes, the provisions of Section 2.21(5) shall apply thereto, mutatis mutandis; provided that, notwithstanding the foregoing:

(a)in the case of the replacement or repayment of a Dissenting Lender, such Borrower shall not be entitled to replace or repay a Dissenting Lender unless, after doing so, the requested consent, waiver or amendment would be approved in accordance with the Documents;

(b)such Borrower shall not be entitled to repay a Dissenting Lender (as opposed to replacing the same) and reduce the amount of any Credit Facility if, after doing so, the Credit Facilities would be reduced by more than 25% in the aggregate or such greater percentage as may be agreed to by all of the Lenders other than the Dissenting Lenders (acting reasonably);

(c)such Borrower shall not be entitled to replace or repay a Dissenting Lender unless it is concurrently repaying or replacing all other Dissenting Lenders; and

(d)the addition of new financial institutions as Lenders or the increasing of Commitments by existing Lenders shall, in the case of the Canadian Credit Facilities, require the consent of the Agent and (in the case of the Canadian Revolving Syndicated Facility) the Canadian Fronting Lender (other than a Lender being replaced), such consents not to be unreasonably withheld, and, in the case of the U.S. Credit Facilities, require the consent of the Agent and the U.S. Fronting Lender (other than the Lender being replaced), such consents not to be unreasonably withheld.

1.26Hostile Acquisitions

(1)In the event a Borrower wishes to utilize proceeds of one or more Loans under a Credit Facility to, or to provide funds to any Subsidiary, Affiliate or other Person to, finance an offer to acquire (which shall include an offer to purchase securities, solicitation of an offer to sell securities, an acceptance of an offer to sell securities, whether or not the offer to sell was solicited, or any combination of the foregoing) outstanding securities of any Person (the “Target”) which constitutes a “take-over bid” pursuant to applicable corporate or securities legislation (in any case, a “Takeover”), then either:

(a)prior to or concurrently with delivery to the Agent of any Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Canadian Revolving Facilities or the U.S. Credit Facilities, the proceeds of which are to be used to finance such Takeover, the applicable Borrower shall provide to the Agent evidence satisfactory to the Agent (acting reasonably) that the board of directors or like body of the Target, or the holders of all of the securities of the Target, has or have approved, accepted, or recommended to security holders acceptance of, the Takeover; or

(b)the following steps shall be followed:

(i)at least five (5) Banking Days prior to the delivery to the Agent of any Drawdown Notice pursuant to Section 2.7 requesting one or more Loans intended to be used to finance such Takeover, the applicable Borrower shall advise the Agent, who shall promptly advise an appropriate officer of each Lender of the particulars of such Takeover;

(ii)within three (3) Banking Days of being so advised, each Lender shall notify the Agent of such Xxxxxx’s determination as to whether it is willing to finance such Takeover; provided that, in the event such Lender does not so notify the Agent within such three (3) Banking Day period, such Lender shall be deemed to have notified the Agent that it is not willing to finance such Takeover; and

(iii)the Agent shall promptly notify the applicable Borrower of each such Lender’s determination,

and in the event that any Lender has notified or is deemed to have notified the Agent that it is not willing to finance such Takeover (each, a “Declining Lender”), then the Declining Lenders shall have no obligation to provide Loans to finance such Takeover, notwithstanding any other provision of this Agreement to the contrary; provided, however, that each other Lender (each, a “Financing Lender”) which has advised the Agent it is willing to finance such Takeover shall have an obligation, up to the amount of its Commitment under the relevant Credit Facility, to provide Loans to finance such Takeover, and the Loans to finance such Takeover shall be provided by each Financing Lender in accordance with the ratio, determined prior to the provision of any Loans to finance such Takeover, that the Commitment of such Financing Lender under the Credit Facility in question bears to the aggregate the Commitments of all the Financing Lenders under the Credit Facility in question.

(2)If Loans are used to finance a Takeover and there are Declining Lenders, subsequent Loans under a Credit Facility shall be funded firstly by Declining Lenders having Commitments under such Credit Facility, and subsequent repayments under such Credit Facility shall be applied firstly to Financing Lenders, in each case, until such time as the proportion that the amount of each Lender’s Outstanding Principal under such Credit Facility bears to the total Outstanding Principal under such Credit Facility is equal to such proportion which would have been in effect but for the application of this Section 2.26.

1.27Accordion for Increase in Revolving Credit Facilities

The Borrowers may, at any time, add one or more additional financial institutions hereunder as new Lenders under any Revolving Credit Facility and/or, with the consent of the applicable Lender, increase the Commitment of such Lender under any Revolving Credit Facility and, in each case, thereby increase the Total Canadian Commitment or the Total U.S. Commitment, as the case may be, and the Total Revolving Commitment and the Total Commitment; provided that:

(1)at the time of each such increase, no Default or Event of Default has occurred and is continuing;

(2)the applicable Borrower shall have delivered to the Agent:

(a)an Officer’s Certificate of such Borrower in form and substance satisfactory to the Agent, acting reasonably, confirming the accuracy of clause (1) above and confirming (i) such Borrower’s authorization to make each such increase, (ii) the truth and accuracy of its representations and warranties contained in this Agreement as of such date, other than any such representations and warranties which expressly speak as of an earlier date, and (iii) that no consents, approvals or authorizations from any Person are required for each such increase (except as have been unconditionally obtained and are in full force and effect, unamended), each as at the effective date of each such increase and attaching a certified copy of a directors’ resolution of such Borrower authorizing each such increase; and

(b)a legal opinion from such Xxxxxxxx’s counsel with respect thereto in form and substance satisfactory to the Agent, acting reasonably;

(3)after giving effect to each such increase, the Total Revolving Commitment shall not exceed U.S.$1,250,000,000;

(4)in the case of the addition of a financial institution as an additional Revolving Syndicated Facility Lender to a Revolving Syndicated Facility, the Agent, each Lender under such affected Revolving Syndicated Facility and each relevant Fronting Lender (as applicable) under such affected Revolving Syndicated Facility shall have consented to such financial institution becoming a new Lender under such affected Syndicated Facility, such consents not to be unreasonably withheld, conditioned or delayed;

(5)in the case of the addition of a financial institution as an additional Lender to an Operating Facility, the applicable Operating Lender shall have consented to such financial intuition becoming a new Lender under such affected Operating Facility, such consent not to be unreasonably withheld, conditioned or delayed; and

(6)concurrently with the addition of a financial institution as an additional Lender under a Revolving Credit Facility or the increase of an existing Lender’s applicable Commitment(s) under any Revolving Credit Facility, such financial institution or existing Lender, as the case may be, shall purchase from each applicable Lender under such affected Revolving Credit Facility such portion of the outstanding Loans of each such Lender as is necessary to ensure that, after giving effect to such increase, each such Lender holds its Rateable Portion of each outstanding Loan under such affected Revolving Credit Facility and such new financial institution(s) and/or existing Lender(s) shall execute such documentation as is required by the Agent, acting reasonably, to document such increase and, if applicable, to add any such financial institution as a Lender hereunder; provided that any such purchase of Loans which are outstanding as SOFR Loans shall occur only on the Conversion Date or Rollover Date applicable thereto.

Article 3
CONDITIONS PRECEDENT TO DRAWDOWNS

1.1Conditions Precedent to Amendment and Restatement

As conditions precedent to the effectiveness of this Agreement and the making of the Drawdowns hereunder on the Effective Date which will be used to fund any of the Acquisition Uses of Proceeds, the following conditions shall be satisfied:

(a)Drawdown Notice(s): the Agent (in the case of a Drawdown under any of the Syndicated Facilities), the Canadian Operating Lender (in the case of a Drawdown under the Canadian Operating Facility) or the U.S. Operating Lender (in the case of a Drawdown under the U.S. Operating Facility) shall have received a proper and timely Drawdown Notice from the applicable Borrower requesting such Drawdown;

(b)Existing Loan Party Documentation: the Agent shall have received in form and substance satisfactory to the Agent, acting reasonably:

(i)a duly executed copy of this Agreement; and

(ii)confirmations from the Loan Parties (other than Ranger and its Subsidiaries) with respect to all of the existing Security previously executed and delivered by such Loan Parties to the Agent pursuant to or in connection with the Existing Credit Agreement;

(c)Delivery of Merger Agreement: the Canadian Borrower shall have delivered to the Agent an Officer’s Certificate of the Canadian Borrower attaching a true and complete copy of the Merger Agreement, including all of the annexes and exhibits thereto and the disclosure letters relating thereto;

(d)Ranger Acquisition: the Merger Agreement shall be in full force and effect, and the Ranger Acquisition shall have been consummated (or substantially simultaneously with such Drawdowns shall be consummated) in all material respects in accordance with the terms of the Merger Agreement and without any material amendment, modification or waiver thereof, or material consent thereunder, in each case, if such amendment, modification, waiver or consent would be adverse to the interests of the Lenders in any material respect and has not been consented to by the Lead Arrangers, which consent shall not be unreasonably withheld, conditioned or delayed, and the Agent shall have received an Officer’s Certificate of the Canadian Borrower certifying same; provided that any amendment, modification, waiver or consent with respect to (i) the definition of “Company Material Adverse Effect” (as such term is defined in the Merger Agreement) which increases in any material respect any of the exclusions in such definition, (ii) the “Outside Date” (as defined in the Merger Agreement) which extends such date (excluding, for certainty, the automatic extension provision in existence on the date of the Commitment Letter), (iii) the financing-related matters provisions in section 6.1(b)(xi) or 6.20 of the Merger Agreement which reduces any of Ranger’s material obligations thereunder or (iv) the exculpation and non-recourse provisions in section 9.13 or 9.14 of the Merger Agreement will, in each case, be deemed to be adverse to the interests of the Lenders in a material respect; provided further that any change to the Share Consideration (as defined in the Merger Agreement) will be deemed not to be adverse to the interests of the Lenders in any material respect;

(e)No Company Material Adverse Effect: since the date of the Merger Agreement (which was February 27, 2023), there has not been any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a “Company Material Adverse Effect” (as defined in the Merger Agreement), and the Agent shall have received an Officer’s Certificate of the Canadian Borrower certifying same;

(f)Representations and Warranties: on the Effective Date,

(i)the Merger Agreement Representations shall be true and correct in all respects (without regard to any materiality qualifiers); and

(ii)the Specified Representations shall be true and correct in all material respects (or, in the case of any such Specified Representations already qualified by materiality, true and correct in all respects),

and the Agent shall have received an Officer’s Certificate of the Canadian Borrower certifying the same;

(g)Financial Statements: the Agent shall have received:

(i)an audited consolidated balance sheet as of December 31, 2022 and 2021 and the related audited statements of comprehensive income, shareholders’ equity and cash flows of the Canadian Borrower for each of the fiscal years ended December 31 of 2022 and 2021;

(ii)an audited consolidated balance sheet as of December 31, 2022 and 2021 and related audited statements of income, shareholders’ equity and cash flows of Ranger for each of the fiscal years ended December 31 of 2022, 2021 and 2020;

(iii)an unaudited consolidated balance sheet and related unaudited statements of comprehensive income, shareholders’ equity and cash flows of the Canadian Borrower for its most recent fiscal quarter ended (other than the last fiscal quarter of any fiscal year) at least 60 days prior to the Effective Date;

(iv)an unaudited consolidated balance sheet and related unaudited statements of comprehensive income, shareholders’ equity and cash flows of Ranger for its most recent fiscal quarter ended (other than the last fiscal quarter of any fiscal year) at least 60 days prior to the Effective Date; and

(v)an unaudited pro forma consolidated balance sheet and statements of comprehensive income of the Canadian Borrower (A) as of and for the year ended December 31, 2022, (B) as of and for its most recent fiscal quarter ended at least 60 days prior to the Effective Date and (C) as of and for the 12 month period ending on the last day of the most recently completed four-fiscal quarter period for which historical financial statements of the Canadian Borrower have been provided pursuant to this Section 3.1(g), in each case, which shall give effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or as if the Transactions had occurred at the beginning of such period (in the case of such income statement) and which, in any case, need not be prepared in accordance with Regulation S-X and need not reflect purchase price accounting;

provided that (x) the audited financial statements of the Canadian Borrower referred to in clause (i) above shall be prepared in accordance with GAAP and the foregoing audited financial statements of Ranger referred to in clause (ii) above shall be prepared in accordance with U.S. generally accepted accounting principles;

(h)Repayment of Ranger Debt: substantially concurrent with the making of such Drawdowns under the Credit Facilities on the Effective Date:

(i)the Ranger Existing Bank Indebtedness (other than contingent obligations as to which no claim has been made) shall have been fully repaid (or cash collateralized in the case of letters of credit);

(ii)the Ranger Credit Agreement shall be fully cancelled (other than customary provisions of such agreements which are expressly stated to survive the termination thereof);

(iii)any security granted by Ranger and its Subsidiaries for the Ranger Existing Bank Indebtedness shall have been irrevocably released and discharged on customary terms and conditions; and

(iv)the Ranger Notes shall be discharged or otherwise subject to an irrevocable redemption notice under the Ranger Indenture, conditioned solely on the consummation of the Transactions and scheduled, pursuant to such notice, to be consummated substantially concurrently with the Effective Date;

(i)Engineering Reserve Reports: the Agent shall have received:

(i)the then most recent independent engineering reserve report covering the oil and gas properties of the Canadian Borrower and its Subsidiaries; and

(ii)any independent engineering reserve reports covering the oil and gas properties of Ranger and its Subsidiaries provided to the Canadian Borrower pursuant to or in connection with the Merger Agreement;

(j)Certificates and Opinions: the Agent shall have received the following:

(i)a Compliance Certificate calculating the financial covenants set forth in Section 10.3 on a pro forma basis after giving effect to the Transactions;

(ii)customary legal opinions in respect of the Documents and each of the Loan Parties, in each case from their respective legal counsel in each applicable jurisdiction, including as to valid creation and perfection of security;

(iii)customary Officers’ Certificates in respect of each Loan Party certifying (inter alia): (A) copies of its constating documents, shareholder agreements, and other organizational documents; (B) resolutions authorizing the Documents to which it is a party and the transactions thereunder; and (C) the incumbency of the officers, directors, members or other authorized signatory thereof signing the Documents to which it is a party;

(iv)a duly executed Solvency Certificate; and

(v)a current certificate of status, compliance or good standing, as the case may be, in respect of each Loan Party’s jurisdiction of organization;

(k)Release of Escrowed Note Proceeds: all of the proceeds of the 2030 Notes which are being held in escrow pursuant to the Escrow Agreement (as defined in the 2030 Note Indenture) shall have been unconditionally released from escrow and be available for funding the Acquisition Uses of Proceeds;

(l)Undrawn Availability: after giving effect to the Drawdowns on the Effective Date, the sum of (i) the aggregate undrawn availability under the Revolving Credit Facilities and (ii) the aggregate unrestricted cash and cash equivalents of the Canadian Borrower and its Subsidiaries shall be not less than U.S.$150,000,000 (or such lesser amount as may be agreed to by the Lead Arrangers), and the Canadian Borrower shall have delivered to the Agent and the Lenders an Officer’s Certificate certifying the same;

(m)KYC/AML: at least seven (7) Banking Days prior to the Effective Date, the Canadian Borrower shall have provided the documentation and other information to the applicable Lenders that is required by regulatory authorities under applicable AML/KYC Legislation as may be required in accordance with Section 16.15 hereof (including, for certainty, internal compliance requirements of each Lender), including the PATRIOT Act, to the extent requested in writing at least fifteen (15) Banking Days prior to the Effective Date;

(n)Fees and Expenses: all fees that are due and payable by the Borrowers to the Lead Arrangers (or any of them), the Lenders (or any of them) or the Agent, and all reasonable and documented out-of-pocket costs, expenses and other compensation payable to the Lead Arrangers (or any of them), the Lenders (or any of them) or the Agent (or their counsel), in each case, pursuant to the Commitment Letter (including the Fee Arrangements as defined therein) shall have been paid to the extent then due and, in the case of any such costs and expenses, to the extent that invoices have been submitted to the Canadian Borrower at least two (2) Banking Days prior to the Effective Date (or such shorter period as may be agreed to by the Canadian Borrower); and

(o)Withdrawing Letter Agreement: the Agent shall have received a duly executed withdrawal letter agreement among The Toronto-Dominion Bank, the Agent and the Canadian Borrower, evidencing the withdrawal by The Toronto-Dominion Bank as a “Lender” under and as defined in the Existing Credit Agreement, and the Canadian Borrower shall have made arrangements satisfactory to the Agent, acting reasonably, for the repayment of all Obligations owing to The Toronto-Dominion Bank in such capacity.

1.2Conditions Precedent for All Drawdowns

On or before each Drawdown hereunder (other than any Drawdown made on the Effective Date for the purposes of funding any of the Acquisition Uses of Proceeds), the following conditions shall be satisfied:

(a)the Agent (in the case of a Drawdown under any of the Syndicated Facilities other than the Term Facility), the Canadian Operating Lender (in the case of a Drawdown under the Canadian Operating Facility) or the U.S. Operating Lender (in the case of a Drawdown under the U.S. Operating Facility) shall have received a proper and timely Drawdown Notice from the applicable Borrower requesting such Drawdown;

(b)the representations and warranties set forth in Section 9.1 (other than those expressed to be given as of a specific date) shall be true and accurate in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of the requested Drawdown;

(c)no Default or Event of Default shall have occurred and be continuing nor shall the requested Drawdown result in the occurrence of a Default or Event of Default; and

(d)after giving effect to the requested Drawdown, the Outstanding Principal of all Loans outstanding under the relevant Credit Facility shall not exceed the maximum amount of such Credit Facility.

1.3Waiver

The conditions set forth in Sections 3.1 and 3.2 are inserted for the sole benefit of the Lenders and the Agent and may be waived by all of the Lenders, in whole or in part (with or without terms or conditions) without prejudicing the right of the Lenders or the Agent at any time to assert such waived conditions in respect of any subsequent Drawdown.

Article 4
EVIDENCE OF DRAWDOWNS

1.1Accounts and Records

The Agent (or, with respect to an Operating Facility, the applicable Operating Lender on behalf of the Agent) shall open and maintain books of account evidencing all Loans and all other amounts owing by a Borrower to the Lenders hereunder. The Agent (or, with respect to an Operating Facility, the applicable Operating Lender on behalf of the Agent) shall enter in the foregoing accounts details of all amounts from time to time owing, paid or repaid by the Borrowers hereunder. The information entered in the foregoing accounts shall, absent manifest error, constitute prima facie evidence of the obligations of the Borrowers to the Lenders hereunder with respect to all Loans and all other amounts owing by the Borrowers to the Lenders hereunder. After a request by a Borrower, the Agent (or, with respect to an Operating Facility, the applicable Operating Lender on behalf of the Agent) shall promptly advise such Borrower of such entries made in the Agent’s books of account.

Article 5
PAYMENTS OF INTEREST AND FEES

1.1Interest on Canadian Prime Rate Loans

The Canadian Borrower shall pay interest on each Canadian Prime Rate Loan owing by it during each Interest Period applicable thereto in Canadian Dollars at a rate per annum equal to the Canadian Prime Rate in effect from time to time during such Interest Period plus the Applicable Pricing Rate. Each determination by the Agent of the Canadian Prime Rate applicable from time to time during an Interest Period shall, in the absence of manifest error, be prima facie evidence thereof. Such interest shall accrue daily and shall be payable in arrears on each Interest Payment Date for such Loan for the period from and including the Drawdown Date or the preceding Conversion Date or Interest Payment Date, as the case may be, for such Loan to and including the day preceding such Interest Payment Date and shall be calculated on the principal amount of the Canadian Prime Rate Loan outstanding during such period and on the basis of the actual number of days elapsed in a year of 365 days. Changes in the Canadian Prime

Rate shall cause an immediate adjustment of the interest rate applicable to such Loans without the necessity of any notice to the Canadian Borrower.

1.2Interest on U.S. Base Rate Loans

Each Borrower shall pay interest on each U.S. Base Rate Loan owing by it during each Interest Period applicable thereto in United States Dollars at a rate per annum equal to the U.S. Base Rate in effect from time to time during such Interest Period plus the Applicable Pricing Rate. Each determination by the Agent of the U.S. Base Rate applicable from time to time during an Interest Period shall, in the absence of manifest error, be prima facie evidence thereof. Such interest shall be payable in arrears on each Interest Payment Date for such Loan for the period from and including the Drawdown Date or the preceding Conversion Date or Interest Payment Date, as the case may be, for such Loan to and including the day preceding such Interest Payment Date and shall be calculated on the principal amount of the U.S. Base Rate Loan outstanding during such period and on the basis of the actual number of days elapsed in a year of 365 days. Changes in the U.S. Base Rate shall cause an immediate adjustment of the interest rate applicable to such Loans without the necessity of any notice to any of the Borrowers.

1.3Interest on SOFR Loans

Each Borrower shall pay interest on each SOFR Loan owing by it during each Interest Period applicable thereto in United States Dollars at a rate per annum, calculated on the basis of a 360 day year, equal to the Adjusted Term SOFR with respect to such Interest Period plus the Applicable Pricing Rate. Each determination by the Agent of the Adjusted Term SOFR applicable to an Interest Period shall, in the absence of manifest error, be prima facie evidence thereof. Such interest shall accrue daily and shall be payable in arrears on each Interest Payment Date for such Loan for the period from and including the Drawdown Date or the preceding Rollover Date, Conversion Date or Interest Payment Date, as the case may be, for such Loan to and including the day preceding such Interest Payment Date and shall be calculated on the principal amount of the SOFR Loan outstanding during such period and on the basis of the actual number of days elapsed divided by 360.

1.4Interest Act (Canada); Conversion of 360-Day Rates

(1)Whenever a rate of interest or other rate per annum hereunder is calculated on the basis of a year (the “deemed year”) which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for purposes of the Interest Act (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year.

(2)Whenever a rate of interest or other rate per annum hereunder is expressed or calculated on the basis of a year of 360 days, such rate of interest or other rate shall be expressed as a rate per annum, calculated on the basis of a 365 day year, by multiplying such rate of interest or other rate by 365 and dividing it by 360.

1.5Nominal Rates; No Deemed Reinvestment

The principle of deemed reinvestment of interest shall not apply to any interest calculation under this Agreement; all interest payments to be made hereunder shall be paid without allowance or deduction for deemed reinvestment or otherwise, before and after maturity, default and judgment. The rates of interest specified in this Agreement are intended to be nominal rates and not effective rates. Interest calculated hereunder shall be calculated using the nominal rate method and not the effective rate method of calculation.

1.6Standby Fees

(1)Each Borrower shall pay to the Agent, for the account of the relevant Lenders, and to each Operating Lender, for its own account, a standby fee in United States Dollars in respect of, in the case of payments to the Agent, the Revolving Syndicated Facilities, and, in the case of payments to an Operating Lender, the applicable Operating Facility, as the case may be, calculated at a rate per annum equal to the Applicable Pricing Rate on the amount, if any, by which the amount of the Outstanding Principal under each such Credit Facility for each day in the period of determination is less than the maximum principal amount of such Credit Facility for such day. For the purpose of determining standby fees, the Agent and the relevant Operating Lender

shall determine the Outstanding Principal assuming the exchange rate for each day of any month is the Exchange Rate for conversions of United States Dollars to Canadian Dollars established by the Bank of Canada for the first day of such month. Fees determined in accordance with this Section shall accrue daily from and after the date hereof and be payable by the Borrowers quarterly in arrears and on cancellation in full of a Credit Facility, and on the Maturity Date applicable to such Credit Facility.

(2)As of: (a) the first day of January, April, July and October in each year, (b) the date of any cancellation in full of a Canadian Revolving Facility, (c) the date of any cancellation in full of a U.S. Credit Facility, and (d) the Maturity Date applicable to a Credit Facility, as the case may be, either the Agent or the relevant Operating Lender, as applicable, shall determine the standby fees under this Section 5.6 in respect of such Credit Facility, for the period from and including the date hereof or the date of the immediately preceding determination, as the case may be, to but excluding that date of determination and shall deliver to the applicable Borrower(s) a written request for payment of the standby fees so determined, as detailed therein. Each Borrower shall pay to the Agent, for the account of the relevant Lenders, and to the relevant Operating Lender, for its own account, the standby fees referred to above within five (5) Banking Days after receipt of each such written request.

1.7Agent’s Fees

From and after the date hereof, the Canadian Borrower shall pay to the Agent, for its own account, until the Credit Facilities have been fully cancelled and all Obligations hereunder have been paid in full, the non-refundable agency fees in the amounts and at the times specified in the Agency Fee Agreement.

1.8Interest on Overdue Amounts

Notwithstanding any other provision hereof, in the event that any amount due hereunder (including any interest payment) is not paid when due (whether by acceleration or otherwise), the applicable Borrower shall pay interest on such unpaid amount (including interest on interest), if and to the fullest extent permitted by applicable law, from the date that such amount is due until the date that such amount is paid in full (but excluding the date of such payment if the payment is received for value at the required place of payment on the date of such payment prior to 1:00 p.m. (Toronto time)), and such interest shall accrue daily, be calculated and compounded monthly on the last Banking Day of each such month and be payable in the currency of the relevant Loan on demand, after as well as before maturity, default and judgment, at a rate per annum that is equal to (a) in respect of amounts due in Canadian Dollars, the rate of interest then payable on Canadian Prime Rate Loans (as set forth in Section 5.1) plus [redacted]% per annum or (b) in respect of amounts due in United States Dollars, the rate of interest then payable on U.S. Base Rate Loans (as set forth in Section 5.2) plus [redacted]% per annum.

1.9Waiver

To the extent permitted by applicable law, the covenant of a Borrower to pay interest at the rates provided herein shall not merge in any judgment relating to any obligation of such Borrower to the Lenders or the Agent and any provision of the Interest Act (Canada) or Judgment Interest Act (Alberta) which restricts any rate of interest set forth herein shall be inapplicable to this Agreement and is hereby waived by the Borrowers.

1.10Maximum Rate Permitted by Law

No interest or fee to be paid hereunder shall be paid at a rate exceeding the maximum rate permitted by applicable law. In the event that such interest or fee exceeds such maximum rate, such interest or fees shall be reduced or refunded, as the case may be, so as to be payable at the highest rate recoverable under applicable law.

1.11Conforming Changes

In connection with the use or administration of SOFR or Term SOFR, the Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Document, other

than the Borrowers. The Agent will promptly notify the Borrowers and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of SOFR or Term SOFR, as applicable.

Article 6
BANKERS’ ACCEPTANCES

1.1Bankers’ Acceptances

Subject to Section 13.3, the Canadian Borrower may give the Agent or the Canadian Operating Lender (as applicable) notice that Bankers’ Acceptances will be required under a Canadian Credit Facility pursuant to a Drawdown, Rollover or Conversion.

1.2Fees

Upon the acceptance by a Lender of a Bankers’ Acceptance, the Canadian Borrower shall pay to the Agent for the account of such Lender a fee in Canadian Dollars equal to the Applicable Pricing Rate calculated on the principal amount at maturity of such Bankers’ Acceptance and for the period of time from and including the date of acceptance to but excluding the maturity date of such Bankers’ Acceptance and calculated on the basis of the number of days elapsed in a year of 365 days.

1.3Form and Execution of Bankers’ Acceptances

The following provisions shall apply to each Bankers’ Acceptance hereunder:

(a)the face amount at maturity of each draft drawn by the Canadian Borrower to be accepted as a Bankers’ Acceptance shall be in a minimum amount of Cdn.$100,000 and integral multiples of Cdn.$1,000 for amounts in excess of such minimum amount;

(b)the term to maturity of each draft drawn by the Canadian Borrower to be accepted as a Bankers’ Acceptance shall, subject to market availability as determined by all of the relevant Lenders, be one (1), two (2) or three (3) months (or such other longer or shorter term as agreed by all of the relevant Lenders), as selected by the Canadian Borrower in the relevant Drawdown, Rollover or Conversion Notice, and each Bankers’ Acceptance shall be payable and mature on the last day of the Interest Period selected by the Canadian Borrower for such Bankers’ Acceptance (which, for certainty, pursuant to the definition of “Interest Period” shall be on or prior to the Maturity Date of the applicable Credit Facility under which the Bankers’ Acceptances are proposed to be issued);

(c)each draft drawn by the Canadian Borrower and presented for acceptance by a Lender shall be drawn on the standard form of such Lender in effect at the time; provided, however, that the Agent may require the Lenders to use a generic form of Bankers’ Acceptance, in a form satisfactory to each Lender, acting reasonably, provided by the Agent for such purpose in place of the Lenders’ own forms;

(d)subject to Section 6.3(e) below, Bankers’ Acceptances shall be signed by duly authorized officers of the Canadian Borrower or, in the alternative, the signatures of such officers may be mechanically reproduced in facsimile thereon and Bankers’ Acceptances bearing such facsimile signatures shall be binding on the Canadian Borrower as if they had been manually executed and delivered by such officers on behalf of the Canadian Borrower; notwithstanding that any Person whose manual or facsimile signature appears on any Bankers’ Acceptance may no longer be an authorized signatory for the Canadian Borrower on the date of issuance of a Bankers’ Acceptance, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such Bankers’ Acceptance shall be binding on the Canadian Borrower; and

(e)in lieu of signing Bankers’ Acceptances in accordance with Section 6.3(d) above, the Canadian Borrower hereby provides a Power of Attorney to each Lender as set out in Section 6.4; for so long as a Power of Attorney is in force with respect to a given Lender, such Xxxxxx shall execute and deliver Bankers’ Acceptances on behalf of the Canadian Borrower in accordance with the provisions thereof and, for certainty, all references herein

to drafts drawn by the Canadian Borrower, Bankers’ Acceptances executed by the Canadian Borrower or similar expressions shall be deemed to include Bankers’ Acceptances executed in accordance with a Power of Attorney, unless the context otherwise requires.

1.4Power of Attorney; Provision of Bankers’ Acceptances to Lenders

(1)Unless revoked with respect to a given Lender in accordance herewith, the Canadian Borrower hereby appoints each Lender, acting by any authorized signatory of such Xxxxxx, the attorney of the Canadian Borrower:

(a)to sign for and on behalf and in the name of the Canadian Borrower as drawer, drafts in such Lender’s standard form which are depository bills as defined in the Depository Bills and Notes Act (Canada) (the “DBNA”), payable to a “clearing house” (as defined in the DBNA) including The Canadian Depository For Securities Limited or its nominee, CDS & Co. (the “clearing house”);

(b)for drafts which are not depository bills, to sign for and on behalf and in the name of the Canadian Borrower as drawer and to endorse on its behalf, Bankers’ Acceptances drawn on the Lender payable to the order of the undersigned or payable to the order of such Lender;

(c)to fill in the amount, date and maturity date of such Bankers’ Acceptances; and

(d)to deposit and/or deliver such Bankers’ Acceptances which have been accepted by such Lender,

provided that such acts in each case are to be undertaken by the Lender in question strictly in accordance with instructions given to such Lender by the Canadian Borrower as provided in this Section. For certainty, signa

Document Metadata

Table of Contents

THIRD AMENDED AND RESTATED CREDIT AGREEMENT Among BAYTEX ENERGY CORP. as Canadian Borrower - and - BAYTEX ENERGY USA, INC. as U.S. Borrower - and - THE FINANCIAL INSTITUTIONS AND OTHER PERSONS NAMED FROM TIME TO TIME HEREIN AS LENDERS as Lenders - and...