Confirmation and Assumption Sample Contracts

CONFIRMATION AND ASSUMPTION
Confirmation and Assumption • January 11th, 2011 • PENGROWTH ENERGY Corp • Crude petroleum & natural gas

WHEREAS Pengrowth Corporation ("Old Pengrowth"), as issuer, and certain institutional investors, as purchasers (the "2005 Noteholders") are party to note purchase agreement dated December 1, 2005, as amended by a first amending agreement dated November 18, 2010 (the "NPA"), providing for the issuance of GBP 50,000,000 5.46% Senior Notes due December 15, 2015 (the "Notes");

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CONFIRMATION AND ASSUMPTION
Confirmation and Assumption • January 11th, 2011 • PENGROWTH ENERGY Corp • Crude petroleum & natural gas

WHEREAS Pengrowth Corporation ("Old Pengrowth"), as issuer, and certain institutional investors, as purchasers (the "2003 Noteholders") are party to note purchase agreement dated April 23, 2003, as amended by a first amending agreement dated May 11, 2010 (the "NPA"), providing for the issuance of US $50,000,000 5.47% Senior Notes, Series B, due April 23, 2013 (the "Notes");

CONFIRMATION AND ASSUMPTION
Confirmation and Assumption • January 11th, 2011 • PENGROWTH ENERGY Corp • Crude petroleum & natural gas

WHEREAS Pengrowth Corporation ("Old Pengrowth"), as issuer, and certain institutional investors, as purchasers (the "2010 Noteholders") are party to note purchase agreement dated May 11, 2010 (the "NPA"), providing for the issuance of US $71,500,000 4.67% Senior Notes, Series A, due May 11, 2015 and Cdn $115,500,000 5.98% Senior Notes, Series B, due May 11, 2020 (the "Notes");

CONFIRMATION AND ASSUMPTION
Confirmation and Assumption • January 11th, 2011 • PENGROWTH ENERGY Corp • Crude petroleum & natural gas

WHEREAS Pengrowth Corporation ("Old Pengrowth"), as issuer, and certain institutional investors, as purchasers (the "2008 Noteholders") are party to note purchase agreement dated August 21, 2008, as amended by a first amending agreement dated May 11, 2010 (the "NPA"), providing for the issuance of US $265,000,000 6.98% Senior Notes, Series A, due August 21, 2018 and Cdn $15,000,000 6.61% Senior Notes, Series B, due August 21, 2018 (the "Notes");

CONFIRMATION AND ASSUMPTION
Confirmation and Assumption • January 11th, 2011 • PENGROWTH ENERGY Corp • Crude petroleum & natural gas

WHEREAS Pengrowth Corporation ("Old Pengrowth"), as issuer, and certain institutional investors, as purchasers (the "2007 Noteholders") are party to note purchase agreement dated July 26, 2007, as amended by a first amending agreement dated May 11, 2010 (the "NPA"), providing for the issuance of US $400,000,000 6.35% Senior Notes due July 26, 2017 (the "Notes");

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