0001130319-02-000792 Sample Contracts

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PARAMOUNT RESOURCES LTD. (Vendor) - and - PARAMOUNT ENERGY OPERATING CORP., as trustee of PARAMOUNT OPERATING TRUST (Purchaser) TAKE-UP AGREEMENT
-Up Agreement • August 16th, 2002 • Paramount Energy Trust

PARAMOUNT RESOURCES LTD., a body corporate registered to carry on business in the Province of Alberta and having an office in the City of Calgary, in the Province of Alberta (hereinafter called the “Vendor”)

Interest Bearing Demand Promissory Note dated as of • , 2002 Issued by Computershare Trust Company of Canada, as Trustee of Paramount Energy Trust, in favour of Paramount Resources Ltd. in the Principal Amount of Thirty Million Dollars ($30,000,000)
Interest Bearing Demand • August 16th, 2002 • Paramount Energy Trust • Alberta

Re: Funding Agreement dated as of • , 2002 among Paramount Resources Ltd., Paramount Energy Operating Corp., as trustee for and on behalf of Paramount Operating Trust, and Computershare Trust Company of Canada, as trustee for and on behalf of Paramount Energy Trust (by its agent Paramount Energy Operating Corp.)

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • August 16th, 2002 • Paramount Energy Trust • Alberta

PARAMOUNT ENERGY OPERATING CORP., a corporation incorporated under the laws of the Province of Alberta (hereinafter called “TrusteeCo”), as trustee of Paramount Operating Trust, a commercial trust created pursuant to a trust indenture governed by the laws of Alberta (hereinafter called “POT”)

Computershare Trust Company of Canada Indemnity Agreement
Indemnity Agreement • August 16th, 2002 • Paramount Energy Trust • Alberta

In consideration of the mutual covenants herein contained and the sum of One Dollar ($1.00) now paid by each of the parties hereto to the others (the receipt and sufficiency of which is hereby acknowledged) the parties hereto hereby agree as follows:

Interest Bearing Demand Promissory Note dated as of • , 2002 Issued by Paramount Energy Operating Corp., as Trustee of Paramount Operating Trust, in favour of Paramount Resources Ltd. in the Principal Amount of Sixteen Million Eight Hundred...
Interest Bearing Demand • August 16th, 2002 • Paramount Energy Trust • Alberta

Re: Funding Agreement dated as of • , 2002 among Paramount Resources Ltd., Paramount Energy Operating Corp., as trustee for and on behalf of Paramount Operating Trust, and Computershare Trust Company of Canada, as trustee for and on behalf of Paramount Energy Trust (by its agent Paramount Energy Operating Corp.)

PARAMOUNT ENERGY TRUST INDEMNITY AGREEMENT
Paramount Energy Trust Indemnity Agreement • August 16th, 2002 • Paramount Energy Trust • Alberta

AND WHEREAS the Trustee is trustee of PET under the trust indenture dated June 28, 2002 (the “Original Indenture”) between BMO Nesbitt Burns Inc., as Settlor, the Trustee, as trustee of PET, and the Corporation, as trustee of Paramount Operating Trust (“POT”), as restated and amended by the First Amended and Restated Trust Indenture made effective as of August 1, 2002 (the “Restated Indenture”), between BMO Nesbitt Burns Inc., the Trustee, as trustee of PET, and the Corporation (as the First Amended and Restated Trust Indenture may be further amended, restated or replaced from time to time, the “Indenture”);

INDEMNITY AGREEMENT
Indemnity Agreement • August 16th, 2002 • Paramount Energy Trust • Alberta

PARAMOUNT ENERGY OPERATING CORP., a body corporate, incorporated under the laws of Alberta, having an office in the City of Calgary, in the Province of Alberta (the “Corporation”)

PARAMOUNT OPERATING TRUST INDEMNITY AGREEMENT
Paramount Operating Trust Indemnity Agreement • August 16th, 2002 • Paramount Energy Trust • Alberta

PARAMOUNT ENERGY OPERATING CORP. (the “Corporation”), as trustee of PARAMOUNT OPERATING TRUST, a trust formed under the laws of Alberta (“POT”)

FUNDING AGREEMENT This Funding Agreement made as of [Closing Date], 2002.
Funding Agreement • August 16th, 2002 • Paramount Energy Trust • Alberta

WHEREAS, pursuant to that certain purchase and sale agreement made effective as of July 1, 2002 (the “Sale Agreement”), POT issued in favour of PRL a demand promissory note dated as of July 1, 2002 in the principal amount of Eighty-One Million Dollars ($81,000,000) (the “Initial POT Note”), a copy of which is attached as Schedule “A” hereto;

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