0000950142-17-001883 Sample Contracts

SECOND AMENDMENT TO
Note Purchase Agreement • October 25th, 2017 • PENGROWTH ENERGY Corp • Crude petroleum & natural gas • Alberta

Reference is made to the Note Purchase Agreements dated as of October 18, 2012 among Pengrowth Energy Corporation, a body corporate amalgamated under the laws of the Province of Alberta (the “Company”), and each of the Purchasers listed in Schedule A attached thereto (collectively, the “Original Note Purchase Agreement”), pursuant to which the Company issued (a) U.S.$35,000,000 aggregate principal amount of its 3.49% Senior Notes, Series A, due October 18, 2019 (as amended, restated, supplemented or otherwise modified from time to time prior to the Second Amendment Effective Date (as defined below), the “Series A Notes”); (b) U.S.$105,000,000 aggregate principal amount of its 4.07% Senior Notes, Series B, due October 18, 2022 (as amended, restated, supplemented or otherwise modified from time to time prior to the Second Amendment Effective Date, the “Series B Notes”); (c) U.S.$195,000,000 aggregate principal amount of its 4.17% Senior Notes, Series C, due October 18, 2024 (as amended,

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PENGROWTH ENERGY CORPORATION SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTS DATED AS OF MAY 11, 2010
Subordination Agreement • October 25th, 2017 • PENGROWTH ENERGY Corp • Crude petroleum & natural gas • Alberta

Reference is made to the Note Purchase Agreements dated as of May 11, 2010 among Pengrowth Energy Corporation (as successor by amalgamation to Pengrowth Corporation), a body corporate amalgamated under the laws of the Province of Alberta (the “Company”), and each of the Purchasers listed in Schedule A attached thereto (collectively, the “Original Note Purchase Agreement”), pursuant to which the Company issued U.S.$115,500,000 aggregate principal amount of its 5.98% Senior Notes, Series B, due May 11, 2020 (as amended, restated, supplemented or otherwise modified from time to time prior to the Second Amendment Effective Date, the “Existing Notes”). You are referred to herein individually as a “Holder” and collectively as the “Holders.” The Original Note Purchase Agreement, as modified by that certain “First Amendment and Waiver to Note Purchase Agreements dated as of May 11, 2010”, dated as of December 21, 2016, is referred to herein, collectively, as the “Existing Note Purchase Agreeme

EXTENDIBLE REVOLVING TERM CREDIT FACILITY AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN: PENGROWTH ENERGY CORPORATION (AS BORROWER) - AND - THE FINANCIAL INSTITUTIONS AND OTHER ENTITIES NAMED HEREIN IN THEIR CAPACITIES AS LENDERS (AS LENDERS) - AND -...
Credit Agreement • October 25th, 2017 • PENGROWTH ENERGY Corp • Crude petroleum & natural gas • Alberta

PENGROWTH ENERGY CORPORATION, a corporation governed by the laws of the Province of Alberta, having an office in Calgary, Alberta

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