0001279569-12-000754 Sample Contracts

May 17, 2012
Operating Credit Facility • June 8th, 2012 • Advantage Oil & Gas Ltd. • Crude petroleum & natural gas • Alberta

The Bank of Nova Scotia (“BNS”) refers to the letter loan agreement dated as of April 14, 2011, as amended by the amending agreement dated as of June 17, 2012 (the “Original Credit Agreement”) between BNS and Advantage Oil & Gas Ltd. (the “Borrower”), pursuant to which BNS made available to the Borrower an operating credit facility upon the terms and conditions set out therein. This letter agreement (the “Amending Agreement”) amends and extends the Original Credit Agreement. This Amending Agreement is entered into concurrently with the Second Amendment to the Fifth Amended and Restated Syndicated Credit Agreement dated as of May 17, 2012 (the “Second Amending Agreement”) between the Borrower, BNS as lead arranger, administrative agent and bookrunner, National Bank of Canada and Bank of Montreal, as co-syndication agents, Royal Bank of Canada, as documentation agent, and BNS, National Bank of Canada, Bank of Montreal, Royal Bank of Canada, Canadian Imperial Bank of Commerce, Union Bank,

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SECOND AMENDMENT TO THE FIFTH AMENDED AND RESTATED SYNDICATED CREDIT AGREEMENT
Syndicated Credit Agreement • June 8th, 2012 • Advantage Oil & Gas Ltd. • Crude petroleum & natural gas • Alberta

This Second Amendment to the Fifth Amended and Restated Syndicated Credit Agreement is dated as of May 17, 2012 between Advantage Oil & Gas Ltd., as borrower (the “Borrower”), The Bank of Nova Scotia, in its capacity as lead arranger, administrative agent and bookrunner (in such capacity, the “Agent”), National Bank of Canada, as syndication agent, Royal Bank of Canada, as documentation agent, and The Bank of Nova Scotia (“BNS”), National Bank of Canada, Royal Bank of Canada, Canadian Imperial Bank of Commerce, Union Bank, Canada Branch, Alberta Treasury Branches, Wells Fargo N.A., London Branch and HSBC Bank Canada, as lenders (together with certain other Persons which become lenders from time to time, the “Lenders”) and is made with reference to the Fifth Amended and Restated Syndicated Credit Agreement dated as of April 14, 2011, as amended June 17, 2011 (as amended, the “Credit Agreement”).

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