0001130319-07-000663 Sample Contracts

UP TO CDN. $500,000,000 EXTENDIBLE REVOLVING TERM CREDIT FACILITY FOURTH AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN: PENGROWTH CORPORATION (AS BORROWER) - AND - THE FINANCIAL INSTITUTIONS NAMED HEREIN IN THEIR CAPACITIES AS LENDERS (AS LENDERS) -...
Credit Agreement • October 23rd, 2007 • Pengrowth Energy Trust • Crude petroleum & natural gas • Alberta

WHEREAS the Borrower, the Lenders and the Agent are parties to the Prior Agreement, and the Borrower has requested the Lenders and the Agent to, inter alia, increase the amount of the credit facility and otherwise amend and restate the Prior Agreement;

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Pengrowth Corporation GBP 50,000,000 5.46% Senior Notes due December 1, 2015 Note Purchase Agreement Dated as of December 1, 2005
Purchase Agreement • October 23rd, 2007 • Pengrowth Energy Trust • Crude petroleum & natural gas • Alberta

Pengrowth Corporation, a body corporate incorporated under the laws of the Province of Alberta (the “Company”), hereby agrees with you as follows:

SHARE PURCHASE AND SALE AGREEMENT BETWEEN BURLINGTON RESOURCES CANADA LTD. AS THE VENDOR AND 1275708 ALBERTA LTD. AS THE PURCHASER AND PENGROWTH CORPORATION AS THE GUARANTOR REGARDING THE SHARES OF: 1265702 ALBERTA ULC, 1265704 ALBERTA ULC, 1265706...
Share Purchase and Sale Agreement • October 23rd, 2007 • Pengrowth Energy Trust • Crude petroleum & natural gas • Alberta

BURLINGTON RESOURCES CANADA LTD., a corporation incorporated pursuant to the laws of Alberta, Canada (hereinafter called “the Vendor”)

Pengrowth Corporation U.S. $150,000,000 4.93% Senior Notes, Series A, due April 23, 2010 U.S. $50,000,000 5.47% Senior Notes, Series B, due April 23, 2013 Note Purchase Agreement Dated as of April 23, 2003
Pengrowth Energy Trust • October 23rd, 2007 • Crude petroleum & natural gas • Alberta

Pengrowth Corporation, a body corporate incorporated under the laws of the Province of Alberta (the “Company”), hereby agrees with you as follows:

FIRST AMENDING AGREEMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN: PENGROWTH CORPORATION (as Borrower) - and - THE FINANCIAL INSTITUTIONS NAMED HEREIN IN THEIR CAPACITIES AS LENDERS (as Lenders) - and - ROYAL BANK OF CANADA (as...
First Amending Agreement • October 23rd, 2007 • Pengrowth Energy Trust • Crude petroleum & natural gas

PENGROWTH CORPORATION, a corporation incorporated under the laws of the Province of Alberta, having an office in Calgary, Alberta

FIRST SUPPLEMENTAL TRUST INDENTURE
First Supplemental Trust Indenture • October 23rd, 2007 • Pengrowth Energy Trust • Crude petroleum & natural gas • Alberta

PENGROWTH CORPORATION, a corporation subsisting under the laws of the Province of Alberta (hereinafter referred to as “Pengrowth Co.”)

TRUST INDENTURE DATED AS OF THE 28TH DAY OF JULY, 2005 AMONG
Trust Indenture • October 23rd, 2007 • Pengrowth Energy Trust • Crude petroleum & natural gas • Alberta

WHEREAS the Trust deems it necessary for its investment purposes to create and issue the Debentures to be created and issued in the manner hereinafter appearing;

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