SIXTH AMENDMENT TO THE FIFTH AMENDED AND RESTATED SYNDICATED CREDIT AGREEMENT

Exhibit 99.2

SIXTH AMENDMENT TO THE FIFTH AMENDED

AND RESTATED SYNDICATED CREDIT AGREEMENT

This Sixth Amendment to the Fifth Amended and Restated Syndicated Credit Agreement is dated as of May 29, 2014 between Advantage Oil & Gas Ltd., as borrower (the “Borrower”), The Bank of Nova Scotia, in its capacity as lead arranger, administrative agent and bookrunner (in such capacity, the “Agent”), National Bank of Canada, as syndication agent, Royal Bank of Canada, as documentation agent, and The Bank of Nova Scotia, National Bank of Canada, Royal Bank of Canada, Canadian Imperial Bank of Commerce, Union Bank, Canada Branch, Alberta Treasury Branches and Xxxxx Fargo Bank, N.A., Canadian Branch, as lenders (together with certain other Persons which become lenders from time to time, the “Lenders”) and is made with reference to the Fifth Amended and Restated Syndicated Credit Agreement dated as of April 14, 2011, as amended June 17, 2011, May 17, 2012, April 30, 2013, October 22, 2013 and February 15, 2014 (as amended, the “Credit Agreement”).

RECITALS

A. On the basis of the most recent Independent Engineering Report delivered by the Borrower to the Agent pursuant to Section 11.1(m)(i) of the Credit Agreement, the Lenders have agreed to revise the Borrowing Base Limit pursuant to Section 7.1(a) of the Credit Agreement from Cdn. $300,000,000 to Cdn. $400,000,000 and increase the Authorized Revolving Amount accordingly.

B. The amendment described in Recital A shall be on the terms and subject to the conditions contained in this Amending Agreement.

NOW THEREFORE for good and valuable consideration, including the agreements, provisions and covenants herein contained, the receipt and sufficiency of which is acknowledged by the Parties to this Amending Agreement, the Parties agree as follows:

1. INTERPRETATION

1.1 Capitalized Terms from the Credit Agreement. Where capitalized terms are used in this Amending Agreement but not defined, they shall have the definitions given to them in the Credit Agreement.

1.2 Capitalized Terms in this Amending Agreement. The following capitalized terms shall have the definitions set out below:

(a) “Agent” is defined in the preamble of this Amending Agreement.

(b) “Amended Credit Agreement” is defined in Section 4.1(a).

(c) “Amending Agreement” means this sixth amendment to the Credit Agreement together with any appendices attached to this Amending Agreement.

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(d) “Borrower” is defined in the preamble of this Amending Agreement.

(e) “Closing” is defined in Section 3.1.

(f) “Credit Agreement” is defined in the preamble of this Amending Agreement.

(g) “Current Commitment” means the Commitment of each Lender under the Credit Facility, which for clarity is set out on Appendix 1.

(h) “Lenders” is defined in the preamble of this Amending Agreement.

(i) “New Authorized Revolving Amount” means Cdn. $380,000,000, being the revised Authorized Revolving Amount that becomes effective on Closing.

(j) “New Commitment” means the Commitment of each Lender under the Credit Facility that becomes effective on Closing and which is set out on Appendix 2.

(k) “Parties” means the Borrower, the Agent and the Lenders.

(l) “Sixth Amendment Closing Date” means the date on which the Closing occurs.

1.3 References to the Credit Agreement and the Other Loan Documents. For greater certainty, on and after Closing, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the Credit Agreement and each reference in the other Loan Documents to the “Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Credit Agreement.

1.4 References. References to Recitals, Sections and Appendices, unless otherwise specified, mean Recitals and Sections of and Appendices to this Amending Agreement.

1.5 Headings. Section and subsection headings in this Amending Agreement are included for convenience of reference only and do not constitute a part of this Amending Agreement for any other purpose and shall not be given any substantive effect.

2. AMENDMENTS TO CREDIT AGREEMENT AND EXTENSION

2.1 Definitions in the Credit Agreement

(a) Authorized Revolving Amount. Effective upon Closing, the definition of “Authorized Revolving Amount” in Section 1.1 of the Credit Agreement will be amended by replacing “Cdn. $280,000,000” with “Cdn. $380,000,000”.

(b) Term Conversion Date. The definition of “Term Conversion Date” in Section 1.1 of the Credit Agreement is amended to read as follows:

““Term Conversion Date” means, in respect of each Lender, June 12, 2015, as such date may be extended under Section 5.2(b).”

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2.2 Term Conversion Date. Each Lender agrees pursuant to Section 5.2(b) of the Credit Agreement to extend the Term Conversion Date applicable to such Lender by 364 days to June 12, 2015.

2.3 Borrowing Base Limit. Each Lender agrees pursuant to Section 7.1(a) of the Credit Agreement to increase the Borrowing Base Limit from Cdn. $300,000,000 to Cdn. $400,000,000.

2.4 Fee. In consideration of the Lenders agreeing to extend the Term Conversion Date and to increase the Borrowing Base Limit pursuant to this Amending Agreement, the Borrower agrees to pay to the Lenders an extension and commitment increase fee calculated on the basis of 10 BPs on the Current Commitment of each Lender, and 20 BPs on the difference between the Current Commitment and New Commitment of each Lender. Such commitment extension and increase fee will be fully earned on the date of the execution and delivery of this Amending Agreement.

2.5 Lender Commitments. Effective upon Closing, Schedule “G” to the Credit Agreement (which for certainty is attached as Appendix 1) is hereby replaced by the Schedule “G” attached to this Amending Agreement as Appendix 2.

3. CONDITIONS PRECEDENT TO EFFECTIVENESS

3.1 Conditions Precedent. The amendments to the Credit Agreement provided for in Section 2 shall become effective upon the satisfaction of the following conditions precedent (such satisfaction or waiver of all of the conditions precedent being the “Closing”):

(a) the representations and warranties contained or adopted herein shall be true and correct as of the date hereof and the Agent shall have received an officer’s certificate from the Borrower certifying that such representations and warranties are and remain accurate as of Closing;

(b) there shall exist no Default or Event of Default as of the date hereof and the Agent shall have received an officer’s certificate from the Borrower certifying this to be the case as of Closing;

(c) the Borrower shall have paid to the Agent the fees payable to the Lenders under Section 2.4;

(d) the Agent shall have received nine (9) original copies of this Amending Agreement, duly executed by the Borrower, the Agent and the Lenders;

(e) the Agent shall have received four (4) original copies of an officer’s certificate from the Borrower certifying as to any changes to the constating documents or by-laws since the delivery to the Agent of an officer’s certificate dated as of February 15, 2014, the authorization of this Amending Agreement, incumbency and such other matters as the Agent reasonably requires, in form and substance satisfactory to the Agent;

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(f) the Agent shall have received four (4) copies of an opinion of the Borrower’s Counsel with respect to corporate status, corporate authority, authorization, execution, delivery and validity and enforceability and such other matters as the Agent reasonably requires, in form and substance satisfactory to the Agent; and

(g) the Agent shall have received four (4) copies of an opinion of the Agent’s and Lenders’ counsel, in form and substance satisfactory to the Agent.

3.2 Waiver of Conditions Precedent. The Lenders may waive the conditions precedent set out in Section 3.1 in whole or in part on such terms as they deem appropriate in their absolute discretion.

4. REPRESENTATIONS AND WARRANTIES

4.1 The Borrower hereby represents and warrants to the Agent and the Lenders, and acknowledges that the Agent and the Lenders are relying upon such representations and warranties in entering into this Amending Agreement, and in making the amendments to the Credit Agreement provided for in Section 2, that as of the date hereof:

(a) the Borrower has the full corporate power and capacity to enter into this Amending Agreement and to perform its obligations under this Amending Agreement and the Credit Agreement, as amended by this Amending Agreement (the Credit Agreement, as amended by this Amending Agreement, being the “Amended Credit Agreement”);

(b) the execution and delivery by the Borrower of this Amending Agreement and the performance by the Borrower of its obligations under the Amended Credit Agreement have been duly authorized by all necessary corporate action on the part of the Borrower;

(c) the execution and delivery by the Borrower of this Amending Agreement and the performance by the Borrower of its obligations under the Amended Credit Agreement do not conflict with or contravene or constitute a default under (i) the constating documents, the by-laws or any resolutions of the Borrower; (ii) any agreement or instrument to which the Borrower is a party or by which it is bound; (iii) the Material Contracts; and (iv) any Applicable Law affecting or in respect of the Borrower or any of its Property, except to the extent that any such conflict, contravention or default would not have a Material Adverse Effect;

(d) this Amending Agreement has been duly executed and delivered by the Borrower;

(e) this Amending Agreement and the Amended Credit Agreement are legal, valid and binding obligations of the Borrower, enforceable against the Borrower by the Agent and the Lenders in accordance with their terms, except as enforceability may be limited by general principles of equity and by bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally;

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(f) the representations and warranties contained in Section 10.1 of the Credit Agreement (other than those in Subsections 10.1(q)(i), 10.1(r) and 10.1(s) of the Credit Agreement) are and will be true, correct and complete in all material respects on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date;

(g) as of the Sixth Amendment Closing Date, the Borrower has given to the Agent all material information in its possession or available to it and relevant to the assessment of credit facilities of the type provided under the Credit Agreement, and in addition, all information necessary to make any statements contained herein not misleading in the light of the circumstances in which they were given;

(h) as of the Sixth Amendment Closing Date, (1) the Equity Securities of the Borrower continue to be publicly listed, (2) the Borrower is the legal and beneficial owner of all of the issued and outstanding Equity Securities in Best Pacific (US) Inc. and Sound Energy Trust, neither of which are Material Subsidiaries, and (3) Sound Energy Trust is the legal and beneficial owner of all issued and outstanding Equity Securities in Sound 1 Trust, and Sound 1 Trust is not a Material Subsidiary; and

(i) as of the Sixth Amendment Closing Date, the 5.00% convertible extendible unsecured subordinated debentures in the principal amount of $86,250,000 as at March 31, 2014 constitute all of the issued and outstanding debentures under any Debenture Indenture.

5. MISCELLANEOUS

5.1 Credit Agreement and other Loan Documents. Except as specifically amended by this Amending Agreement, the Credit Agreement and all other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

5.2 Waivers. The execution, delivery and performance of this Amending Agreement shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of, any right, power or remedy of the Agent or the Lenders under the Credit Agreement or any of the other Loan Documents.

5.3 Fees and Expenses. The Borrower acknowledges that all reasonable costs, fees and expenses as described in Section 3.3 of the Credit Agreement incurred by Agent and its counsel with respect to this Amending Agreement shall be for the account of Borrower.

5.4 Applicable Law. This Amending Agreement and the rights and obligations of the Parties hereunder shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the Province of Alberta and the federal laws of Canada applicable therein.

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5.5 Counterparts. This Amending Agreement may be executed in any number of counterparts and by different Parties in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Faxed or electronic copies of signatures shall be treated as originals for all purposes.

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IN WITNESS WHEREOF, the Parties have caused this Amending Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

BORROWER: ADVANTAGE OIL & GAS LTD. Per: signed ("Xxxxx Xxxxxxxxx") Name: Xxxxx Xxxxxxxxx Title:    Vice President, Finance and              Chief Financial Officer	AGENT: THE BANK OF NOVA SCOTIA Per: signed by ("Xxxxxx Xxxxxxxx") Name: Xxxxxx Xxxxxxxx Title:   Director signed by ("Xxxxxxx Xx") Name: Xxxxxxx Xx Title:   Associate Director
LENDERS: THE BANK OF NOVA SCOTIA Per: signed by "(Xxxxxx Xxxx")       Name: Xxxxxx Xxxx Title:   Director signed by ("Xxxx Xxxxxxxxx") Name: Xxxx Xxxxxxxxx Title:   Associate Director	NATIONAL BANK OF CANADA Per: signed by ("Xxxx Xxxxxxxxxx") Name: Xxxx Xxxxxxxxxx Title:   Authorized Signatory signed by ("Xxxx Xxxxxx") Name: Xxxx Xxxxxx Title:   Authorized Signatory
ROYAL BANK OF CANADA Per: signed by ("Xxxxx X. Hushovd") Name: Xxxxx X. Hushovd Title:   Authorized Signatory Name: Title:	CANADIAN IMPERIAL BANK OF COMMERCE Per: signed by ("Xxxx Xxxxxx") Name: Xxxx Xxxxxx Title:   Authorized Signatory signed by ("Xxx Xxxxxxx") Name: Xxx Xxxxxxx Title:   Authorized Signatory

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XXXXX XXXX, XXXXXX BRANCH Per: signed by ("Xxxxx Xxxxxxx")      Name: Xxxxx Xxxxxxx Title:   Vice President                                                          Name: Title: ALBERTA TREASURY BRANCHES Per: signed by ("Xxxxxx Xxxxx") Name: Xxxxxx Xxxxx Title:   Director   signed by ("Xxxxx Xxxx")      Name: Xxxxx Xxxx Title:   Associate Director  

XXXXX FARGO BANK, N.A.,

CANADIAN BRANCH

Per:

signed by ("Xxxxxx Xxxxxxxx")

Name: Xxxxxx Xxxxxxxx

Title: Director

Name:

Title:

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APPENDIX 1 – current commitments

SCHEDULE “G”

ADVANTAGE OIL & GAS LTD.

FIFTH AMENDED AND RESTATED SYNDICATED CREDIT AGREEMENT

SCHEDULE OF LENDERS AND THEIR COMMITMENTS

	Name and address of Lenders	Revolving Commitments
1.	The Bank of Nova Scotia Oil, Gas & Pipelines 2000 000 0xx Xxxxxx X.X. Xxxxxxx, Xxxxxxx, X0X 0X0	Cdn. $80,000,000
2.	National Bank of Canada 18th Floor, 000 - 0xx Xxxxxx XX Xxxxxxx, XX X0X 0X0	Cdn. $49,000,000
3.	Royal Bank of Canada Corporate Banking, RBC Capital Markets 00xx Xxxxx, 000 – 0xx Xxxxxx X.X. Xxxxxxx, Xxxxxxx, X0X 0X0	Cdn. $49,000,000
4.	Canadian Imperial Bank of Commerce Oil & Gas Group 9th Floor Bankers Hall 000 - 0xx Xxxxxx XX Xxxxxxx, Xxxxxxx X0X 0X0	Cdn. $30,000,000
5.	Union Bank, Canada Branch Xxxxx 000, 000 0xx Xxxxxx XX Xxxxxxx, Xxxxxxx X0X 0X0	Cdn. $30,000,000
6.	Alberta Treasury Branches 000 000-0xx Xxxxxx X.X. Xxxxxxx, Xxxxxxx X0X 0X0	Cdn. $25,000,000
7.	Xxxxx Fargo Bank, N.A., Canadian Branch 0000 - 000, 0xx Xxx XX Xxxxxxx, XX X0X 0X0	Cdn. $17,000,000
	Aggregate Commitments	Cdn. $280,000,000

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APPENDIX 2 – New commitments

SCHEDULE “G”

ADVANTAGE OIL & GAS LTD.

FIFTH AMENDED AND RESTATED SYNDICATED CREDIT AGREEMENT

SCHEDULE OF LENDERS AND THEIR COMMITMENTS

	Name and address of Lenders	Revolving Commitments
1.	The Bank of Nova Scotia Oil, Gas & Pipelines 2000 000 0xx Xxxxxx X.X. Xxxxxxx, Xxxxxxx, X0X 0X0	Cdn. $100,000,000
2.	National Bank of Canada 18th Floor, 000 - 0xx Xxxxxx XX Xxxxxxx, XX X0X 0X0	Cdn. $65,000,000
3.	Royal Bank of Canada Corporate Banking, RBC Capital Markets 00xx Xxxxx, 000 – 0xx Xxxxxx X.X. Xxxxxxx, Xxxxxxx, X0X 0X0	Cdn. $65,000,000
4.	Canadian Imperial Bank of Commerce Oil & Gas Group 9th Floor Bankers Hall 000 - 0xx Xxxxxx XX Xxxxxxx, Xxxxxxx X0X 0X0	Cdn. $45,000,000
5.	Union Bank, Canada Branch Xxxxx 000, 000 0xx Xxxxxx XX Xxxxxxx, Xxxxxxx X0X 0X0	Cdn. $45,000,000
6.	Alberta Treasury Branches 000 000-0xx Xxxxxx X.X. Xxxxxxx, Xxxxxxx X0X 0X0	Cdn. $30,000,000
7.	Xxxxx Fargo Bank, N.A., Canadian Branch 0000 - 000, 0xx Xxx XX Xxxxxxx, XX X0X 0X0	Cdn. $30,000,000
	Aggregate Commitments	Cdn. $380,000,000