0001279569-13-000715 Sample Contracts

ASSET PURCHASE AND SALE AGREEMENT AMENDING AGREEMENT
Purchase and Sale Agreement • May 17th, 2013 • Advantage Oil & Gas Ltd. • Crude petroleum & natural gas

WHEREAS the Vendor and the Purchaser executed an Asset Purchase and Sale Agreement made as of the 5th day of February, 2013 (the "Sale Agreement");

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April 30, 2013 Advantage Oil & Gas Ltd. 700, 400 3rd Ave. SW Calgary, Alberta T2P 4H2
Original Credit Agreement • May 17th, 2013 • Advantage Oil & Gas Ltd. • Crude petroleum & natural gas

The Bank of Nova Scotia (“BNS”) refers to the letter loan agreement dated as of April 14, 2011, as amended by the amending agreements dated as of June 17, 2011 and May 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 Third Amendment to the Fifth Amended and Restated Syndicated Credit Agreement dated as of April 30, 2013 (the “Third 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 Com

THIRD AMENDMENT TO THE FIFTH AMENDED AND RESTATED SYNDICATED CREDIT AGREEMENT
Syndicated Credit Agreement • May 17th, 2013 • Advantage Oil & Gas Ltd. • Crude petroleum & natural gas • Alberta

This Third Amendment to the Fifth Amended and Restated Syndicated Credit Agreement is dated as of April 30, 2013 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, National Bank of Canada, Royal Bank of Canada, Canadian Imperial Bank of Commerce, Union Bank, Canada Branch, Alberta Treasury Branches and Wells Fargo Bank, N.A., Canadian Branch, 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 and May 17, 2012 (as amended, the “Credit Agreement”).

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