0001279495-08-000037 Sample Contracts

SCHEDULE H-3 GENERAL SECURITY AGREEMENT (Baytex Energy Ltd.)
General Security Agreement • November 20th, 2008 • Baytex Energy Trust • Drilling oil & gas wells • Alberta

THE TORONTO-DOMINION BANK, a Canadian chartered bank, in its capacity as Agent (hereinafter referred to as the “Secured Party”).

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SCHEDULE H-6 THIS DEBENTURE PLEDGE AGREEMENT made as of ·, 20·; (· [INSERT NAME OF RELEVANT MATERIAL SUBSIDIARY OR BAYTEX ENERGY TRUST])
Debenture Pledge Agreement • November 20th, 2008 • Baytex Energy Trust • Drilling oil & gas wells • Alberta
SCHEDULE B LENDER ASSIGNMENT AGREEMENT
Lender Assignment Agreement • November 20th, 2008 • Baytex Energy Trust • Drilling oil & gas wells • Alberta

BAYTEX ENERGY LTD., a corporation amalgamated under the laws of the Province of Alberta (hereinafter sometimes referred to as the “Borrower”),

SCHEDULE I BAYTEX ENERGY TRUST
Guarantee Agreement • November 20th, 2008 • Baytex Energy Trust • Drilling oil & gas wells • Alberta
SCHEDULE J SUBORDINATION AGREEMENT
Subordination Agreement • November 20th, 2008 • Baytex Energy Trust • Drilling oil & gas wells

This Subordination Agreement made as of ·, 20· is made among The Toronto Dominion Bank, a Canadian chartered bank with an office in Calgary, Alberta in its capacities described in Section 7.14 hereof (the “Agent”), Valiant Trust Company, a trust company incorporated under the laws of Alberta with an office in Calgary, Alberta in its capacity as trustee (the “Trustee”) of Baytex Energy Trust (the “Trust”), by its manager Baytex Energy Ltd., Baytex Energy Ltd., a corporation under the laws of Alberta and having its principal place of business in Calgary, Alberta (the “Borrower”) and the other Debtors and Subordinated Creditors party hereto from time to time.

SCHEDULE H-2 THIS DEBENTURE PLEDGE AGREEMENT made as of ·, 20·; (Baytex Energy Ltd.)
Debenture Pledge Agreement • November 20th, 2008 • Baytex Energy Trust • Drilling oil & gas wells • Alberta
SCHEDULE K SUBORDINATION ACKNOWLEDGEMENT (NEW SUBORDINATED NOTES) (see attached)
Subordination Acknowledgement • November 20th, 2008 • Baytex Energy Trust • Drilling oil & gas wells

Re: (a) Indenture (the "Indenture") dated as of July 9, 2003 between Baytex Energy Ltd., as Issuer, and The Bank of Nova Scotia Trust Company of New York, as trustee under the Indenture

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