0001193125-11-006610 Sample Contracts

FIRST AMENDING AGREEMENT (May 31, 2007 Note Agreement)
Note Purchase Agreement • January 12th, 2011 • Penn West Energy Trust • Crude petroleum & natural gas • Alberta

THIS FIRST AMENDING AGREEMENT dated as of December 2, 2010 (this “Agreement”) to the Note Purchase Agreement dated as of May 31, 2007 (the “Note Agreement”) among Penn West Petroleum Ltd. (the “Company”) and the Purchasers listed in Schedule A attached thereto as holders (the “holders”) of the outstanding senior guaranteed notes (the “Notes”) of the Company issued thereunder.

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FIRST AMENDING AGREEMENT (May 5, 2009 Note Agreement)
Note Purchase Agreement • January 12th, 2011 • Penn West Energy Trust • Crude petroleum & natural gas • Alberta

THIS FIRST AMENDING AGREEMENT dated as of December 2, 2010 (this “Agreement”) to the Note Purchase Agreement dated as of May 5, 2009 (the “Note Agreement”) among Penn West Petroleum Ltd. (the “Company”) and the Purchasers listed in Schedule A attached thereto as holders (the “holders”) of the outstanding senior guaranteed notes (the “Notes”) of the Company issued thereunder.

FIRST AMENDING AGREEMENT (December 2, 2010 Note Agreement)
Note Purchase Agreement • January 12th, 2011 • Penn West Energy Trust • Crude petroleum & natural gas • Alberta

THIS FIRST AMENDING AGREEMENT dated as of December 2, 2010 (this “Agreement”) to the Note Purchase Agreement dated as of December 2, 2010 (the “Note Agreement”) among Penn West Petroleum Ltd. (the “Company”) and the Purchasers listed in Schedule A attached thereto as holders (the “holders”) of the outstanding senior guaranteed notes (the “Notes”) of the Company issued thereunder.

FIRST AMENDING AGREEMENT TO THE PENN WEST PETROLEUM LTD. CREDIT AGREEMENT DATED APRIL 30, 2010
Credit Agreement • January 12th, 2011 • Penn West Energy Trust • Crude petroleum & natural gas
SECOND AMENDING AGREEMENT TO THE PENN WEST PETROLEUM LTD. CREDIT AGREEMENT DATED APRIL 30, 2010
Credit Agreement • January 12th, 2011 • Penn West Energy Trust • Crude petroleum & natural gas
FIRST AMENDING AGREEMENT (March 16, 2010 Note Agreement)
Note Purchase Agreement • January 12th, 2011 • Penn West Energy Trust • Crude petroleum & natural gas • Alberta

THIS FIRST AMENDING AGREEMENT dated as of December 2, 2010 (this “Agreement”) to the Note Purchase Agreement dated as of March 16, 2010 (the “Note Agreement”) among Penn West Petroleum Ltd. (the “Company”) and the Purchasers listed in Schedule A attached thereto as holders (the “holders”) of the outstanding senior guaranteed notes (the “Notes”) of the Company issued thereunder.

SECOND SUPPLEMENTAL TRUST INDENTURE
Second Supplemental Trust Indenture • January 12th, 2011 • Penn West Energy Trust • Crude petroleum & natural gas • Alberta

PENN WEST ENERGY TRUST, an open ended trust governed under the laws of the Province of Alberta and having its head office in the City of Calgary, in the Province of Alberta (hereinafter called “Penn West Trust”)

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