0000950142-20-000250 Sample Contracts

ARRANGEMENT AGREEMENT AMONG CONA RESOURCES LTD. - AND – WATEROUS ENERGY FUND (CANADIAN) LP - AND – WATEROUS ENERGY FUND (US) LP - AND – WATEROUS ENERGY FUND (INTERNATIONAL) LP - AND – PENGROWTH ENERGY CORPORATION
Arrangement Agreement • February 4th, 2020 • PENGROWTH ENERGY Corp • Crude petroleum & natural gas • Alberta

WATEROUS ENERGY FUND (INTERNATIONAL) LP, a limited partnership formed under the laws of the Province of Alberta (“WEF International”)

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FORBEARANCE AND FOURTH AMENDING AGREEMENT TO AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN: PENGROWTH ENERGY CORPORATION (AS BORROWER)
Forbearance and Fourth Amending Agreement • February 4th, 2020 • PENGROWTH ENERGY Corp • Crude petroleum & natural gas • Alberta

PENGROWTH ENERGY CORPORATION, a corporation subsisting under the laws of the Province of Alberta (hereinafter referred to as the "Borrower"),

PENGROWTH ENERGY CORPORATION THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT DATED AS OF OCTOBER 18, 2012
Note Purchase Agreement • February 4th, 2020 • PENGROWTH ENERGY Corp • Crude petroleum & natural gas • Alberta

Reference is made to the Note Purchase Agreement 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 (the “Original Note Purchase Agreement”), pursuant to which the Company issued (a) U.S.$35,000,000 in aggregate principal amount of its 3.49% Senior Secured Notes, Series A, due October 18, 2019 (as amended, restated, supplemented or otherwise modified from time to time prior to the Third Amendment Effective Date (as defined below), the “Existing Series A Notes”); (b) U.S.$105,000,000 in aggregate principal amount of its 4.07% Senior Secured Notes, Series B, due October 18, 2022 (as amended, restated, supplemented or otherwise modified from time to time prior to the Third Amendment Effective Date, the “Existing Series B Notes”); (c) U.S.$195,000,000 in aggregate principal amount of its 4.17% Senior Secured Notes, Series C,

FIRST AMENDING AGREEMENT TO AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN: PENGROWTH ENERGY CORPORATION (AS BORROWER)
Credit Agreement • February 4th, 2020 • PENGROWTH ENERGY Corp • Crude petroleum & natural gas • Alberta

PENGROWTH ENERGY CORPORATION, a corporation subsisting under the laws of the Province of Alberta (hereinafter referred to as the "Borrower"),

FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT DATED AS OF OCTOBER 18, 2012
Note Purchase Agreement • February 4th, 2020 • PENGROWTH ENERGY Corp • Crude petroleum & natural gas • Alberta

Reference is made to the Note Purchase Agreement 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 (the “Original Note Purchase Agreement”), pursuant to which the Company issued (a) U.S.$35,000,000 in aggregate principal amount of its 3.49% Senior Secured Notes, Series A, due October 18, 2019 (as amended, restated, supplemented or otherwise modified from time to time prior to the Fourth Amendment Effective Date (as defined below), the “Existing Series A Notes”); (b) U.S.$105,000,000 in aggregate principal amount of its 4.07% Senior Secured Notes, Series B, due October 18, 2022 (as amended, restated, supplemented or otherwise modified from time to time prior to the Fourth Amendment Effective Date, the “Existing Series B Notes”); (c) U.S.$195,000,000 in aggregate principal amount of its 4.17% Senior Secured Notes, Series C

THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT DATED AS OF MAY 11, 2010
Note Purchase Agreement • February 4th, 2020 • PENGROWTH ENERGY Corp • Crude petroleum & natural gas • Alberta

Reference is made to the Note Purchase Agreement dated as of May 11, 2010 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 (the “Original Note Purchase Agreement”), pursuant to which the Company issued U.S.$115,000,000 in aggregate principal amount of its 5.98% Senior Secured Notes, Series B, due May 11, 2020 (as amended, restated, supplemented or otherwise modified from time to time prior to the Third Amendment Effective Date (as defined below), 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, that certain “Second Amendment to Note Purchase Agreements dated as of May 11, 2010”, dated as of October 12, 2017 (t

SECOND AMENDING AGREEMENT TO AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN: PENGROWTH ENERGY CORPORATION (AS BORROWER)
Second Amending Agreement • February 4th, 2020 • PENGROWTH ENERGY Corp • Crude petroleum & natural gas • Alberta

PENGROWTH ENERGY CORPORATION, a corporation subsisting under the laws of the Province of Alberta (hereinafter referred to as the "Borrower"),

THIRD AMENDING AGREEMENT TO AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN: PENGROWTH ENERGY CORPORATION (AS BORROWER)
Third Amending Agreement • February 4th, 2020 • PENGROWTH ENERGY Corp • Crude petroleum & natural gas • Alberta

PENGROWTH ENERGY CORPORATION, a corporation subsisting under the laws of the Province of Alberta (hereinafter referred to as the "Borrower"),

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