0001279495-14-000119 Sample Contracts

FIRST AMENDING AGREEMENT
First Amending Agreement • September 9th, 2014 • Baytex Energy Corp. • Drilling oil & gas wells • Alberta

BAYTEX ENERGY CORP., a corporation amalgamated under the laws of the Province of Alberta (hereinafter referred to as the "Canadian Borrower"), and BAYTEX ENERGY USA, INC., a Delaware corporation (hereinafter referred to as the "U.S. Borrower" and together with the Canadian Borrower, collectively, the "Borrowers" and, individually, a "Borrower"),

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • September 9th, 2014 • Baytex Energy Corp. • Drilling oil & gas wells • Alberta
SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • September 9th, 2014 • Baytex Energy Corp. • Drilling oil & gas wells • New York

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 25, 2014, among Baytex Energy USA Holdings LLC, (the “New Guarantor”), the New Guarantor being a subsidiary of Baytex Energy Corp., an Alberta Canada corporation (the “Company”), the existing Guarantors (as defined in the Indenture referred to herein), the Company and Computershare Trust Company, N.A., a national banking association, as trustee under the Indenture referred to herein (the “Trustee”). The New Guarantor and the existing Guarantors are sometimes referred to collectively herein as the “Guarantors,” or individually as a “Guarantor.”

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