0000950142-12-001320 Sample Contracts

THIRD SUPPLEMENTAL NOTE INDENTURE
Third Supplemental Note Indenture • June 5th, 2012 • PENGROWTH ENERGY Corp • Crude petroleum & natural gas • Alberta

Notice is hereby given pursuant to Section 4.10(b) of the note indenture dated as of August 28, 2007, as amended and supplemented by a first supplemental indenture dated December 3, 2009, as further amended and restated by a second supplemental indenture dated December 31, 2010 (the note indenture, as so amended and restated, being defined herein as the "Original Indenture"), and as further amended and supplemented by a third supplemental note indenture (the "Third Supplemental Note Indenture") dated February 21, 2012 (the Original Indenture as amended and supplemented by the Third Supplemental Note Indenture being referred to herein as the "Indenture") between the Corporation and Computershare Trust Company of Canada (the "Debenture Trustee") that the Debentures are due and payable as of the Maturity Date and the Corporation elects to satisfy its obligation to repay to holders of Debentures the principal amount of all of the Debentures outstanding on the Maturity Date by issuing and d

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NOTE INDENTURE
Indenture • June 5th, 2012 • PENGROWTH ENERGY Corp • Crude petroleum & natural gas • Alberta

NAL ENERGY CORPORATION, a corporation incorporated under the laws of the Province of Alberta and having its head office in the City of Calgary, in the Province of Alberta (hereinafter called the "Corporation")

FOURTH SUPPLEMENTAL NOTE INDENTURE
Fourth Supplemental Note Indenture • June 5th, 2012 • PENGROWTH ENERGY Corp • Crude petroleum & natural gas • Alberta

Notice is hereby given pursuant to Section 4.10(b) of the note indenture (the "Original Indenture") dated as of August 28, 2007 between the Corporation, as Successor to NAL Energy Corporation, and Computershare Trust Company of Canada (the "Debenture Trustee"), as amended and restated pursuant to a second supplemental note indenture dated December 31, 2010 (the "Second Supplemental Indenture"), as further amended pursuant to a fourth supplemental note indenture dated May 31, 2012 (the "Fourth Supplemental Indenture", and, together with the Original Indenture, as supplemented by the Second Supplemental Indenture and the Fourth Supplemental Indenture, the "Indenture"), that the Debentures are due and payable as of the Maturity Date and the Corporation elects to satisfy its obligation to repay to holders of Debentures the principal amount of all of the Debentures outstanding on the Maturity Date by issuing and delivering to the holders that number of Freely Tradeable Common Shares equal t

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