0001279495-18-000074 Sample Contracts

SUPPLEMENTAL INDENTURE
Supplemental Indenture • October 12th, 2018 • Baytex Energy Corp. • Drilling oil & gas wells
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FIFTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • October 12th, 2018 • Baytex Energy Corp. • Drilling oil & gas wells • New York

FIFTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of August 22, 2018, between Raging River Exploration Inc., Baytex Energy Limited Partnership and Baytex Energy (LP) Ltd. (the "New Guarantors"), the New Guarantors being subsidiaries of Baytex Energy Corp., an Alberta Canada corporation (the "Company"), the existing Guarantors (as defined in the Indenture referred to herein), the Company and Computershare Trust Company, N.A., a national banking association, as trustee under the Indenture referred to herein (the "Trustee"). The New Guarantors and the existing Guarantors are sometimes referred to collectively herein as the "Guarantors," or individually as a "Guarantor."

SUPPLEMENTAL INDENTURE
Supplemental Indenture • October 12th, 2018 • Baytex Energy Corp. • Drilling oil & gas wells • Alberta
AMENDED AND RESTATED CREDIT AGREEMENT BAYTEX ENERGY LIMITED PARTNERSHIP, as Borrower - and - THE BANK OF NOVA SCOTIA, as Administrative Agent - and -
Credit Agreement • October 12th, 2018 • Baytex Energy Corp. • Drilling oil & gas wells • Alberta

WHEREAS the Borrower (as successor in interest to Raging River Exploration Inc. pursuant to the master assignment agreement (the "Master Assignment Agreement") made as of the date hereof between, inter alios, Raging River Exploration Inc. and Baytex Energy Limited Partnership), as borrower, National Bank of Canada and certain other banks and financial institutions, as lenders (the "Prior Lenders"), and National Bank of Canada, in its capacity as administrative agent for the Prior Lenders (in such capacity, the "Prior Agent") are parties to the amended and restated credit agreement dated as of November 8, 2017 (as further amended, restated, supplemented or otherwise modified to the date hereof, the "Prior Credit Agreement"), pursuant to which the Prior Lenders made certain credit facilities available to the Borrower (as successor in interest to Raging River Exploration Inc. pursuant to the Master Assignment Agreement), on and subject to the terms and conditions set out therein;

FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • October 12th, 2018 • Baytex Energy Corp. • Drilling oil & gas wells • New York

FOURTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of July 10, 2018, between Baytex Operations Ltd., (the "New Guarantor"), the New Guarantor being a subsidiary of Baytex Energy Corp., an Alberta Canada corporation (the "Company"), the existing Guarantors (as defined in the Indenture referred to herein), the Company and Computershare Trust Company, N.A., a national banking association, as trustee under the Indenture referred to herein (the "Trustee"). The New Guarantor and the existing Guarantors are sometimes referred to collectively herein as the "Guarantors," or individually as a "Guarantor."

SECOND AMENDING AGREEMENT
Second Amending Agreement • October 12th, 2018 • Baytex Energy Corp. • Drilling oil & gas wells • Alberta

WHEREAS the Canadian Borrower and Raging River Exploration Inc. ("Raging River") entered into an arrangement agreement dated as of June 17, 2018, as amended and restated and further amended and restated pursuant to an amended and restated arrangement agreement dated

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