0001199073-09-000261 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • April 2nd, 2009 • Baytex Energy Trust • Drilling oil & gas wells • Alberta

TD Securities Inc., CIBC World Markets Inc., National Bank Financial Inc., RBC Dominion Securities Inc., Scotia Capital Inc., Canaccord Capital Corporation, FirstEnergy Capital Corp., Raymond James Ltd., Peters & Co. Limited, Tristone Capital Inc., UBS Securities Canada Inc., Cormark Securities Inc. and Dundee Securities Corporation (collectively, the “Underwriters”) understand that Baytex Energy Trust (the “Trust”) proposes to issue and sell 6,900,000 trust units (the “Initial Trust Units”) pursuant to this Agreement.

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