REGISTRATION RIGHTS AGREEMENT Dated October 14, 2004 among HARVEST OPERATIONS CORP., THE GUARANTORS NAMED HEREIN and MORGAN STANLEY & CO. INCORPORATED TD SECURITIES (USA) INC. NBF SECURITIES (USA) CORP. WESTLB AG, LONDON BRANCH WESTLB SECURITIES INC.Registration Rights Agreement • December 23rd, 2004 • Harvest Breeze Trust No. 2 • New York
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into on October 14, 2004, among HARVEST OPERATIONS CORP., an Alberta corporation (the "Company"), HARVEST ENERGY TRUST, an Alberta trust (the "Trust"), each of the Trust's subsidiaries named in Schedule I hereto (each a "Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors" and together with the Trust, hereinafter referred to as the "Guarantors") and MORGAN STANLEY & CO. INCORPORATED, TD SECURITIES (USA) INC., NBF SECURITIES(USA) CORP. and WESTLB AG, LONDON BRANCH (the "Initial Purchasers," which for the purpose of this agreement shall be deemed to include WestLB Securities Inc., as United States agent to WestLB AG, London Branch).
US$250,000,000 HARVEST OPERATIONS CORP. 77/8% Senior Notes Due 2011 PURCHASE AGREEMENTPurchase Agreement • December 23rd, 2004 • Harvest Breeze Trust No. 2 • New York
Morgan Stanley & Co. Incorporated TD Securities (USA) Inc. NBF Securities (USA) Corp. WestLB AG, London Branch WestLB Securities Inc. c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036
