AMENDMENT OF EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • July 13th, 2009 • Pengrowth Energy Trust • Crude petroleum & natural gas • New York
SG Americas Securities, LLC (“SGAS”) and FirstEnergy Capital Corp. (“FCC”) (SGAS and FCC each an “Underwriter” and collectively, the “Underwriters”) understand that Pengrowth Energy Trust (the “Trust”) has filed a short form base shelf prospectus dated May 5, 2009 (the “Base Shelf Prospectus”) with the securities regulatory authority in each of the provinces of Canada (collectively, the “Qualifying Provinces”) relating to the issue and sale of up to CAD$1,000,000,000 aggregate amount of Trust Units, subscription receipts, warrants, rights and options and has received a final receipt pursuant to Multilateral Instrument 11-102 — Passport System (“MI 11-102”) and National Instrument 11-202 — Process for Prospectus Reviews in Multiple Jurisdictions. The Underwriters understand that the Alberta Securities Commission is the principal regulator (the “Reviewing Authority”) under Part 3 of MI 11-202.
