0001137171-06-001394 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • June 8th, 2006 • Paramount Energy Trust • Crude petroleum & natural gas • Alberta

BMO Nesbitt Burns Inc., CIBC World Markets Inc., Scotia Capital Inc., TD Securities Inc., National Bank Financial Inc., FirstEnergy Capital Corp., First Associates Investments Inc., GMP Securities Ltd., Raymond James Ltd. and Peters & Co. Limited (collectively, the "Underwriters") understand that Paramount Energy Trust ("PET" or the "Trust") proposes to issue and sell 9,500,000 Subscription Receipts (as herein defined) (the "Offered Receipts") and 80,000 convertible extendible unsecured subordinated debentures of the Trust (generally, the "Debentures", and, in respect of those 80,000 Debentures, the "Firm Debentures") with a face value of $1,000 principal amount per Debenture, a coupon of 6.25% per annum, payable semi-annually in arrears on June 30 and December 31 of each year commencing June 30, 2005, and an initial maturity date of June 30, 2005 (the "Maturity Date"), subject to extension as set forth below.

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UNDERWRITING AGREEMENT
Underwriting Agreement • June 8th, 2006 • Paramount Energy Trust • Crude petroleum & natural gas • Alberta

BMO Nesbitt Burns Inc., CIBC World Markets Inc., Scotia Capital Inc., TD Securities Inc., National Bank Financial Inc., Blackmont Capital Inc., FirstEnergy Capital Corp., GMP Securities L.P., Raymond James Ltd. and Peters & Co. Limited (collectively, the “Underwriters”) understand that Paramount Energy Trust (“PET” or the “Trust”) proposes to issue and sell 100,000 convertible unsecured subordinated debentures of the Trust (generally, the “Debentures”, and, in respect of those 100,000 Debentures, the “Firm Debentures”) with a face value of $1,000 principal amount per Debenture, a coupon of 6.25% per annum, payable semi-annually in arrears on April 30 and October 31 of each year commencing October 31, 2006, and a maturity date of April 30, 2011 (the “Maturity Date”).

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