eh1201111_ex9901.htm

PURCHASER INFORMATION REDACTED

Information Relating to Purchasers

Name and Address of Purchaser

Series of Note(s)

Principal Amount
of Notes to Be
Purchased

PURCHASER INFORMATION AND ACCOUNT INFORMATION REDACTED

Schedule A

(to Note Purchase Agreement)

Defined Terms

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“2003 Note Agreements” means those certain Note Purchase Agreements, each dated as of April 23, 2003 between and among Pengrowth Corporation (amalgamation predecessor to the Company), the Trust and the Persons named in Schedule A thereto (together with their successors and assigns), as the same may from time to time be supplemented or amended.

“2005 Note Agreements” means those certain Note Purchase Agreements, each dated as of December 1, 2005 between and among Pengrowth Corporation (amalgamation predecessor to the Company), the Trust and the Persons named in Schedule A thereto (together with their successors and assigns), as the same may from time to time be supplemented or amended.

“2007 Note Agreements” means those certain Note Purchase Agreements, each dated as of July 26, 2007 between and among Pengrowth Corporation (amalgamation predecessor to the Company), the Trust and the Persons named in Schedule A thereto (together with their successors and assigns), as the same may from time to time be supplemented or amended.

“2008 Note Agreements” means those certain Note Purchase Agreements, each dated as of August 21, 2008 between and among Pengrowth Corporation (amalgamation predecessor to the Company), the Trust and the Persons named in Schedule A thereto (together with their successors and assigns), as the same may from time to time be supplemented or amended.

“2010 Note Agreements” means those certain Note Purchase Agreements, each dated as of May 11, 2010 between and among Pengrowth Corporation (amalgamation predecessor to the Company), the Trust and the Persons named in Schedule A thereto (together with their successors and assigns), as the same may from time to time be supplemented or amended.

“Accounting Change” is defined in Section 22.10.

“Accounting Change Notice” is defined in Section 22.10.

“Acquiror” is defined in Section 8.8(f).

“Affiliate” means, at any time, and with respect to any Person, (a) any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and (b) any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of Voting Equity Interests of the Company or any Restricted Subsidiary or any corporation of which the Company and its Restricted Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly, 10% or more of any class of Voting Equity Interests. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or

Schedule B

(to Note Purchase Agreement)

otherwise. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company.

“Anti-Money Laundering Laws” is defined in Section 5.16(c).

“Applicable Law” means any and all Canadian and United States federal, provincial, state and local laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, license agreements or governmental restrictions applicable to the matter in question.

“Bank Agent” means Royal Bank of Canada and its successors and, assigns or replacements as administrative agent under the applicable Bank Facilities.

“Bank Facilities” means collectively: (a) that certain Amended and Restated Credit Agreement dated as of January 1, 2011 as amended by the First Amending Agreement to Amended and Restated Credit Agreement dated as of November 29, 2011, in each case, among the Company, the Bank Agent and the lenders which are parties thereto, and (b) that certain Letter Agreement dated as of January 1, 2011, in each case, between the Company and Royal Bank of Canada, as lender, as each such agreement may from time to time be further supplemented, modified, amended, restated, refinanced, renewed or replaced.

“Blocked Person” is defined in Section 5.16(a).

“Business Day” means (a) for the purposes of Section 8.7 only, any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York are required or authorized to be closed, and (b) for the purposes of any other provision of this Agreement, any day other than a Saturday, a Sunday or a day on which commercial banks in Calgary, Alberta, Canada or New York, New York are required or authorized to be closed.

“Can. $” or “Cdn. Dollars” shall mean lawful money of Canada in same day immediately available freely transferable funds, or, if such funds are not available, the form of money of Canada that is customarily used in the settlement of international banking transactions on the date payment is due hereunder.

“Cdn. Dollar Notes” shall mean the Series E Notes.

“Canadian Sanctions Designated Person” is defined in Section 5.16(e)(i).

“Capital Lease” means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP.

“CICA” means the Canadian Institute of Chartered Accountants or any successor thereto.

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“CISADA” means the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, United States Public Law 111195, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Closing” is defined in Section 3.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

“Collateral Account” shall mean a Canadian or U.S. Dollar account established and maintained in Canada by the Company (at its own expense) with a Significant Bank in respect of which the Company has executed and delivered a Security Agreement Re: Collateral Account in a form acceptable to the Required Holders creating a first security interest in favor of the holders of the Notes (or if the Company is so contractually obligated, Senior Pro Rata Debt), and has delivered to the holders of the Notes a favorable opinion of counsel satisfactory to the Required Holders as to the legality, validity and enforceability thereof and non-conflict with laws and applicable charter or organizational documents, and as to such other matters as the Required Holders require.

“Company” means Pengrowth Energy Corporation, a corporation amalgamated under the laws of the Province of Alberta.

“Confidential Information” is defined in Section 20.

“Consolidated EBITDA” for any period means, without duplication, the sum of (a) Consolidated Net Income during such period plus (b) (to the extent deducted in determining Consolidated Net Income), (1) all provisions for federal, provincial or other income and capital taxes made by the Company and its Restricted Subsidiaries during such period, (2) all provisions for depletion, depreciation and amortization (other than amortization of debt discount) made by the Company and its Restricted Subsidiaries during such period, (3) Consolidated Interest Expense during such period, and (4) non-cash items.

“Consolidated Interest Expense” of the Company and its Restricted Subsidiaries on a consolidated basis for any period means, without duplication, all interest (including the interest component of Capital Leases as determined in accordance with GAAP) and all amortization of debt discount and expense on all Consolidated Total Debt (including, without limitation, payment-in-kind, zero coupon and other like Securities); provided that for purposes of this definition, if any Person (or the assets of any Person) is acquired by the Company or a Restricted Subsidiary (whether by amalgamation, asset or stock acquisition or otherwise) at any time during the relevant period of calculation such that it becomes a Restricted Subsidiary (or assets of the Company or a Restricted Subsidiary), Debt in respect of such acquisition shall be deemed to have been incurred on and as of the first day of such calculation period; and if any Restricted Subsidiary (or the assets thereof) is disposed of by the Company or a Restricted Subsidiary (whether by asset or stock sale or otherwise) at any time during the relevant period of calculation such that it ceases to a Restricted Subsidiary (or the assets cease to be owned by the Company or

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a Restricted Subsidiary), Debt relating to the entity or assets disposed of shall be deemed to have been repaid on and as of the first day of such calculation period.

“Consolidated Net Income” for any period means, without duplication, consolidated net profit (or loss) of the Company and its Restricted Subsidiaries on a consolidated basis, after excluding extraordinary gains and losses, and after excluding all net profit (or loss) attributable to Non-Recourse Projects, all determined in accordance with GAAP; provided that for purposes of this definition, if any Person (or the assets of any Person) is acquired by the Company or a Restricted Subsidiary (whether by amalgamation, asset or stock acquisition or otherwise) at any time during the relevant period of calculation such that it becomes a Restricted Subsidiary (or assets of the Company or a Restricted Subsidiary), such acquisition shall be deemed to have been made on and as of the first day of such calculation period; and if any Restricted Subsidiary (or the assets thereof) is disposed of by the Company or a Restricted Subsidiary (whether by asset or stock sale or otherwise) at any time during the relevant period of calculation such that it ceases to a Restricted Subsidiary (or the assets cease to be owned by the Company or a Restricted Subsidiary), such disposition shall be deemed to have been made on and as of the first day of such calculation period.

“Consolidated Net Worth” means, without duplication and as of the date of any determination thereof, the sum of shareholders’ equity as shown on the most recent consolidated statement of financial position of the Company, all determined in accordance with GAAP, after deducting all items constituting Non Recourse Projects and Non-Recourse Debt.

“Consolidated Priority Debt” means, without duplication, all Priority Debt of the Company and its Restricted Subsidiaries determined on a consolidated basis after eliminating inter-company items.

“Consolidated Tangible Assets” mean, without duplication, as of the date of any determination thereof, the total assets of the Company and its Restricted Subsidiaries appearing on the most recent consolidated statement of financial position of the Company prepared in accordance with GAAP as at such date of determination, after eliminating all intercompany transactions and all amounts properly attributable to goodwill, patents, trademarks and other similarly classified intangible assets; for clarification, any expenditures on property, plant and equipment not in excess of fair market value at the time incurred shall not be characterized as similarly classified intangible assets for the purposes of this definition.

“Consolidated Total Debt to Capitalization Ratio” means, as at a certain date, the ratio of Consolidated Total Debt to Total Capitalization.

“Consolidated Total Debt” means, without duplication, all Debt of the Company and its Restricted Subsidiaries, determined on a consolidated basis after eliminating inter-company items.

“Consolidated Total Established Reserves” means, without duplication, the sum of (a) 100% of the Present Value of Consolidated Total Proven Reserves of the Company and its

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Restricted Subsidiaries and (b) 50% of the Present Value of Consolidated Total Probable Reserves of the Company and its Restricted Subsidiaries.

“Consolidated Total Probable Reserves” means, without duplication, the aggregate of all Probable Reserves of the Company and its Restricted Subsidiaries as contained in the then Current Reserve Report, adjusted to exclude those Probable Reserves that are subject to Liens not expressly permitted by clauses (a) through (m) and clause (o) of Section 10.4.

“Consolidated Total Proven Reserves” means, without duplication, the aggregate of all Proven Reserves of the Company and its Restricted Subsidiaries as contained in the then Current Reserve Report, adjusted to exclude those Proven Reserves that are subject to Liens not expressly permitted by clauses (a) through (m) and clause (o) of Section 10.4.

“Controlled Entity” means any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled Affiliates. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Crown” means the federal government of Canada and government of any of its provinces and territories.

“Current Reserve Report” means the evaluation report with respect to the crude oil, natural gas liquids and natural gas reserves of the Company and its Restricted Subsidiaries, of which at least 70% of the PV12 Value of the Consolidated Total Established Reserves have been evaluated by the Independent Engineer using their price forecasts in effect at that time (any remainder of which may be evaluated by the Independent Engineer, or by the Company’s inhouse or outside engineers, in any case using the same price forecasts of the Independent Engineer in effect at that time, as aforesaid), delivered by the Company pursuant to Section 7.1(g), or, at the Company’s option, delivered subsequent thereto (by way of a new report or an addition to, or composite of, the previous report) for the purpose of reflecting any changes to Probable Reserves and Proven Reserves that have taken place or will take place prior to the date on which any calculation based on the Current Reserve Report is to be effective.

“Debt” with respect to any Person means, at any time, without duplication,

(a) its liabilities for borrowed money determined in accordance with GAAP;

(b) its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property);

(c) all liabilities appearing on its statement of financial position in accordance with GAAP in respect of Capital Leases;

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(d) all liabilities for borrowed money secured by any Lien on any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities);

(e) all liabilities in respect of acceptances or letters of credit, other credit enhancement instruments or other instruments serving a similar function issued or created for its account and reimbursement obligations in respect of credit enhancement instruments which in any case are, in substance, financial guarantees (whether or not representing obligations for borrowed money); and

(f) any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (e) of this definition;

provided that in connection with any calculation of Debt of such Person, there shall be excluded therefrom Subordinated Debt and Non-Recourse Debt of such Person, and there shall be included all obligations of such Person of the character described in clauses (a) through (f) of this definition to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP.

“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

“Default Rate” means, (a) with respect to the U.S. Dollar Notes, that rate of interest that is the greater of (i) 2% per annum above the rate of interest stated in clause (a) of the first paragraph of the applicable U.S. Dollar Note or (ii) 2% over the rate of interest publicly announced by Citibank, N.A. in New York, New York as its “base” or “prime” rate, (b) with respect to the Pounds Sterling Notes, that rate of interest that is the greater of (i) 2% per annum above the rate of interest stated in clause (a) of the first paragraph of the applicable Pounds Sterling Note or (ii) 2% over the rate of interest publicly announced by Barclays Bank plc in London, England as its “base” or “prime” rate, and (c) with respect to the Cdn. Dollar Notes, that rate of interest that is the greater of (i) 2% per annum above the rate of interest stated in clause (a) of the first paragraph of the applicable Cdn. Dollar Note or (ii) 2% over the rate of interest publicly announced by Royal Bank of Canada as its prime rate for determining the interest rate it will charge for Can. Dollar loans made by it in Canada.

“Disposition Year” is defined in Section 10.7(b)(ii).

“Eligible Reinvestments” means any of the following:

(a) expenditures to explore and develop the existing petroleum and/or natural gas properties of the Company and its Restricted Subsidiaries in Canada or the continental United States of America (including Alaska), and

(b) investments (whether by purchase, exchange of other properties, or other outlay, and whether direct or by acquisition of Equity Interests) to acquire or improve

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property, plant or equipment in the upstream oil and gas business and situate in such areas.

“Environmental Laws” means any and all Canadian and United States federal, provincial, state and local laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of human health or the environment or the release of any materials into the environment, including but not limited to those related to hazardous substances or wastes or Hazardous Materials, air emissions and discharges to waste or public systems.

“Equity Interests” means in the case of a corporation, shares of capital stock of any class or series, including warrants, rights, participating interests or options to purchase or otherwise acquire any class or series of capital stock or Securities exchangeable for or convertible into any class or series of capital stock, and in the case of any other Person or entity shall mean any class or series of partnership interests, units, membership interests or like interests constituting equity, and in the case of each of the foregoing, any part or portion thereof or participation in any of the foregoing.

“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under section 414 of the Code.

“Event of Default” is defined in Section 11.

“Exchange Act” means the Securities Exchange Act of 1934 (United States), as amended.

“Existing Private Placement Note Agreements” means the 2003 Note Agreements, the 2005 Note Agreements, the 2007 Note Agreements, the 2008 Note Agreements and the 2010 Note Agreements.

“Financial Covenant” is defined in Section 22.10.

“GAAP” means generally accepted accounting principles which are in effect from time to time in Canada, as adopted and modified (if applicable) by the CICA from time to time, applied on a consistent basis, and which as of the date hereof are IFRS.

“Governmental Authority” means

(a) the government of

(i) Canada or any provincial or other political subdivision thereof, or

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(ii) the United States of America or any state or other political subdivision thereof, or

(iii) any jurisdiction in which the Company or any Restricted Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Restricted Subsidiary, or

(b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

“Guaranty” means, without duplication and with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any Debt, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person:

(a) to purchase such Debt or obligation or any property constituting security therefor;

(b) to advance or supply funds (i) for the purchase or payment of such Debt or obligation, or (ii) to maintain any working capital or other statement of financial position condition or any statement of comprehensive income condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such Debt or obligation;

(c) to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such Debt or obligation of the ability of any other Person to make payment of the Debt or obligation; or

(d) otherwise to assure the owner of such Debt or obligation against loss in respect thereof.

In any computation of the Debt or other liabilities of the obligor under any Guaranty, the Debt or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor.

“Hazardous Material” means any and all pollutants, toxic or hazardous wastes or any other substances, including all substances listed in or regulated under any Environmental Law, that might pose a hazard to health or safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage, or filtration of which is or shall be restricted, regulated, prohibited or penalized by any Applicable Law (including, without limitation, asbestos, urea formaldehyde foam insulation and polychlorinated biphenyls).

“holder” means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant to Section 13.1.

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“IFRS” means International Financial Reporting Standards including International Accounting Standards and Interpretations together with their accompanying documents which are set by the IASC Foundation and its interpretative body, the International Financial Reporting Interpretations Committee, but only to the extent that the same are adopted by the CICA as GAAP in Canada and subject to such modifications thereto as are agreed by the CICA from time to time.

“Independent Engineer” means GLJ Petroleum Consultants Ltd. or any other firm of independent petroleum engineers of recognized North American standing retained by the Company to evaluate its Proven Reserves and Probable Reserves.

“Initial Subsidiary Guarantors” is defined in Section 2.2.

“Institutional Investor” means (a) any original purchaser of a Note, (b) any holder of a Note holding more than 5% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note.

“Lien” means, without duplication and with respect to any Person, any mortgage, lien, pledge, fixed or floating charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property or asset of such Person.

“Make-Whole Amount” is defined in Section 8.7.

“Material” means material in relation to the business, operations, financial condition, assets or properties of the Company and the Restricted Subsidiaries taken as a whole.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, financial condition, assets or properties of the Company and its Restricted Subsidiaries taken as a whole, or (b) the ability of the Company to perform its obligations under this Agreement or the Notes, or (c) the validity or enforceability of this Agreement or the Notes.

“Memorandum” is defined in Section 5.3.

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in Section 4001(a)(3) of ERISA).

“Non-Recourse Debt” means, in respect of a Person, Debt incurred by such Person to finance the acquisition, construction or development of a Non-Recourse Project where the recourse of the lender of such Debt (or any agent, trustee, receiver or other Person acting on behalf of the lender in respect of such Debt) or any judgment in respect of such Debt is limited, in all circumstances (other than in respect of false or misleading representations, warranties and

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covenants (but not including, for greater certainty, any covenant to pay such Non-Recourse Debt) customary in limited recourse financing, in respect of which the lender’s recourse is against such Person on an unsecured basis) to a Non-Recourse Project acquired, constructed or developed and in respect of which such Debt has been incurred.

“Non-Recourse Project” means the acquisition, construction or development of previously undeveloped or newly acquired assets forming an economic unit capable of generating sufficient cash flow, based on the reasonable assumptions of the Company, to cover the operating costs and debt service required to finance the undertaking relating to such assets over a period of time which is less than the projected economic life of the assets and includes any commercial operation for which such assets were so acquired, constructed or developed and which is subsequently carried on with such assets by such economic unit.

“Non-U.S. Pension Plan” means any plan, fund, or other similar program established or maintained outside the United States of America by the Company and its Restricted Subsidiaries primarily for the benefit of employees of the Company and its Restricted Subsidiaries residing outside the United States of America, which plan, fund or other similar program provides for retirement income for such employees or a deferral of income for such employees in contemplation of retirement and is not subject to ERISA or the Code.

“Notes” is defined in Section 1.

“OFAC” is defined in Section 5.16(a).

“OFAC Listed Person” is defined in Section 5.16(a).

“OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC Sanctions Programs may be found at http://www.ustreas.gov/offices/enforcement/ofac/programs/.

“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate.

“Other Agreements” is defined in Section 2.1.

“Other Purchasers” is defined in Section 2.1.

“PBGC” means the United States Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.

“Permitted Disposition” means, as at any particular time, any of the following dispositions of the assets of the Company or any Restricted Subsidiary:

(a)a transfer or other disposition of oil and gas properties (and related tangibles) resulting from any pooling, unit or farmout arrangement entered into in the ordinary course of its business and in accordance with sound industry practice when, in

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the reasonable judgment of the Company, it is necessary to do so in order to facilitate the orderly exploration, development or operation of such oil and gas properties, and provided that the Company, the Company or such Restricted Subsidiary, as the case may be, receives in exchange therefor cash, the benefit of drilling expense equipping costs, oil and gas rights and/or tangibles which have a reasonably comparable fair market value to the oil and gas rights and tangibles, if any, so disposed of,

(b)a transfer or other disposition in the ordinary course of business of current production from oil and gas properties;

(c)a transfer or other disposition of tangible personal property that is obsolete, no longer useful for its intended purpose, or is being replaced in the ordinary course of business;

(d)the abandonment, surrender or termination of any petroleum and natural gas rights in accordance with sound industry practice; and

(e)a disposition by the Company to a Restricted Subsidiary or by a Restricted Subsidiary to the Company or to another Restricted Subsidiary; provided that any such Restricted Subsidiary to which any such disposition is made is directly or indirectly wholly-owned by the Company.

“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof.

“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.

“Pounds Sterling” or “£” shall mean lawful money of the United Kingdom in same day immediately available freely transferable funds, or, if such funds are not available, the form of money of the United Kingdom that is customarily used in the settlement of international banking transactions on the date payment is due hereunder.

“Pounds Sterling Notes” shall mean the Series D Notes.

“Present Value of Consolidated Total Probable Reserves” means the present value of the estimated future net cash flow, discounted at an annual rate of 10%, of the Consolidated Total Probable Reserves as shown in the then Current Reserve Report, based on the escalating price forecast used by the Independent Engineer as of the date of the Current Reserve Report in their most recently published price forecasts.

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“Present Value of Consolidated Total Proven Reserves” means the present value of estimated future net cash flow, discounted at an annual rate of 10%, of the Consolidated Total Proven Reserves as shown in the then Current Reserve Report, based on the escalating price forecast used by the Independent Engineer as at the date of the Current Reserve Report in their most recently published price forecasts.

“Priority Debt” means, without duplication, (a) any Debt of the Company or a Restricted Subsidiary secured by Liens created or incurred within the limitations of Section 10.4(s) and (b) any Debt of any Restricted Subsidiary (but excluding all unsecured Debt of any Restricted Subsidiary that is a party to a Subsidiary Guaranty).

“Probable Reserves” means those quantities of oil, natural gas and natural gas by-products which are determined to be “Probable Reserves” by the Independent Engineer in accordance with standard Canadian industry practice.

“property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

“Proposed Prepayment Date” is defined in Section 8.8.

“Proven Reserves” means those quantities of oil, natural gas and natural gas by-products which are determined to be “Proven Reserves” by the Independent Engineer in accordance with standard Canadian industry practice.

“Purchaser” is defined in Section 2.1.

“QPAM Exemption” means Prohibited Transaction Class Exemption 84-14 issued by the United States Department of Labor.

“Related Fund” means, with respect to any holder of any Note, any fund or entity that (a) invests in Securities or bank loans, and (b) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor.

“Relevant Taxes” is defined in Section 14.3(a).

“Representation Letter” is defined in Section 6.1(b).

“Required Holders” means, at any time, the holders of at least 51% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates).

“Responsible Officer” means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement.

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“Restricted Payment” in respect of any Person means, without duplication:

(a) any payment or other distribution under any royalty or net profits interest in respect of production or revenues derived from the assets of any Restricted Subsidiary;

(b) dividends or other distributions or payments on or in respect of any class or series of capital stock or other Equity Interests of such Person (except distributions payable solely in such class or series of stock or other Equity Interest);

(c) the purchase, retirement, redemption or acquisition, directly or indirectly, of any class or series of such capital stock or other Equity Interests or of warrants, rights or other options to purchase or acquire any class or series of such capital stock or other Equity Interests or of any participating interest factor relating to any class or series of capital stock or other Equity Interests (other than for consideration consisting solely of shares of such class or series of capital stock or other Equity Interests, as the case may be);

(d) the return, directly or indirectly, of capital by such Person to the holder or holders of any class or series of capital stock or other Equity Interests of such Person;

(e) any other payment or distribution, directly or indirectly, on or in respect of any class or series of capital stock or other Equity Interests of such Person; or

(f) any payment, prepayment, redemption or purchase, whether required or optional, of or in respect of interest, premium, if any, or principal of any Subordinated Debt.

“Restricted Subsidiary” means any Subsidiary (a) of which more than 50% (by number of votes) of the Voting Equity Interests is beneficially owned, directly or indirectly, by the Company or by one or more Restricted Subsidiaries and (b) which is designated on the date of Closing as a Restricted Subsidiary on Schedule 5.4 or which is subsequently designated as a Restricted Subsidiary pursuant to Section 9.8. Unless the context otherwise clearly requires, any reference to a “Restricted Subsidiary” is a reference to a “Restricted Subsidiary” of the Company.

“Securities Act” means the Securities Act of 1933 (United States), as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Security” shall have the same meaning as in section 2(1) of the Securities Act.

“Senior Debt” means all Debt of the Company which is not expressed to be subordinate or junior in rank to any other Debt of the Company.

“Senior Financial Officer” means the chief financial officer, the vice president of finance, the treasurer or the controller of the Company.

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“Senior Pro Rata Debt” shall mean all Debt of the Company under or in connection with (a) this Agreement and the Notes, (b) the Existing Private Placement Note Agreements and the notes issued thereunder and (c) the Bank Facilities. For certainty, obligations (contingent or not) under Guaranties of Senior Pro Rata Debt shall, without duplication, be considered to be Senior Pro Rata Debt.

“Series A Notes” is defined in Section 1(a).

“Series B Notes” is defined in Section 1(b).

“Series C Notes” is defined in Section 1(c).

“Series D Notes” is defined in Section 1(d).

“Series E Notes” is defined in Section 1(e).

“Shareholders’ Equity” means at any time, the shareholders’ Equity Interests in the Company as shown on the consolidated financial statements of the Company, minus the Equity Interests attributable to Voting Equity Interests by the Company in Subsidiaries that are not Restricted Subsidiaries and minus the Equity Interests attributable to any Non-Recourse Debt and any Non-Recourse Project of the Company and its Subsidiaries to which any Non-Recourse Debt holder’s rights, remedies and recourse are limited and all retained earnings attributable to such Non-Recourse Project.

“Significant Bank” means any bank (other than one to which the Company or a Restricted Subsidiary is indebted) organized under the laws of Canada or the United States, having capital, surplus and undivided profits aggregating at least U.S. $500,000,000 (or its equivalent in Canadian Dollars) and having outstanding senior unsecured indebtedness that is rated “A” or better by Standard and Poor’s Ratings Group, a division of McGraw-Hill, Inc. a New York corporation, or “A2” or better by Moody’s Investors Services, Inc.

“Source” is defined in Section 6.2.

“Subordinated Debt” means, without duplication, any Debt of the Company or any Restricted Subsidiary owing to the Company or any of its Restricted Subsidiaries or Affiliates which by either (a) its express terms or (b) pursuant to a subordination agreement in a form and substance acceptable to the Required Holders, (i) provides that it is expressly subordinated in right of payment to the Notes, (ii) shall have a stated maturity date later than the maturity date of the Notes, (iii) shall not provide for or permit any required payments or prepayments thereof, other than the payment thereof in shares from the capital stock of the Company, and (iv) expressly provides that any optional payment or prepayment of principal, interest, premium or other amounts due with respect thereto may only be made in compliance with the requirements of Section 10.5.

“Subsidiary” means, as to any Person, any corporation, association, trust or other business entity in which such Person or one or more of its Subsidiaries or such Person and one or

B-14

more of its Subsidiaries owns sufficient Equity Interests or Voting Equity Interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such entity, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries (unless such partnership can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company.

“Subsidiary Guarantors” is defined in Section 2.2.

“Subsidiary Guaranty” is defined in Section 2.2.

“Tax” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature that is imposed by any Governmental Authority or any taxing authority thereof.

“Tax Indemnity Amounts” is defined in Section 14.3(a).

“Tax Refund” is defined in Section 14.3(b).

“Taxing Jurisdiction” is defined in Section 14.3(a).

“Total Capitalization” means the sum of Consolidated Total Debt and Shareholders’ Equity.

“Trust” means Pengrowth Energy Trust, a mutual fund trust formed in accordance with the laws of Alberta and converted into a corporation effective December 31, 2010.

“United States Taxes” is defined in Section 14.3(a).

“Unrestricted Subsidiary” means any Subsidiary of the Company which is not a Restricted Subsidiary.

“U.S. $” or “U.S. Dollars” shall mean lawful money of the United States of America in same day immediately available freely transferable funds, or, if such funds are not available, the form of money of the United States of America that is customarily used in the settlement of international banking transactions on the date payment is due hereunder.

“U.S. Dollar Notes” shall mean the Series A Notes, the Series B Notes and the Series C Notes.

“USA Patriot Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

B-15

“Voting Equity Interests” means, without duplication, Equity Interests of any class or classes, the holders of which are ordinarily, in the absence of contingencies, entitled to elect a majority of the corporate directors (or Persons performing similar functions).

“Wholly-owned Restricted Subsidiary” means, at any time, any Restricted Subsidiary one hundred percent (100%) of all of the Equity Interests (except directors’ qualifying shares) and Voting Equity Interests of which are owned by any one or more of the Company and its direct or indirect Wholly-owned Restricted Subsidiaries at such time.

B-16

This Note has not been registered under the United States Securities Act of 1933, as amended, or any other applicable Securities Laws or Canadian Federal or Provincial Securities Laws and, accordingly, may not be sold or otherwise transferred unless registered or exempt from registration under said United States Securities Act or such other applicable Securities Laws or Canadian Federal and Provincial Securities Laws, as applicable.

Unless permitted under securities legislation, the holder of this security must not trade the security before the date that is 4 months and a day after October 18, 2012.

Form of Note

Pengrowth Energy Corporation

3.49% Senior Note, Series A, due October 18, 2019

No. _________	Date
U.S. $____________	PPN 70706P A*5

For Value Received, the undersigned, Pengrowth Energy Corporation (herein called the “Company”), a body corporate amalgamated under the laws of the Province of Alberta, hereby promises to pay to _____________________, or registered assigns, the principal sum of _____________________ United States Dollars on October 18, 2019, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 3.49% per annum from the date hereof, payable semiannually, on the 18th day of April and October in each year, commencing with the April or October next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 5.49% or (ii) 2% over the rate of interest publicly announced by Citibank, N.A. in New York, New York, as its “base” or “prime” rate.

Interest on this Note shall be computed on the basis of a 360-day year of 12 30-day months. Solely for purposes of the Interest Act (Canada), the yearly rate of interest to which interest calculated for a period of less than one year on the basis of a year of 360 days consisting of 12 30-day periods is equivalent is such rate of interest multiplied by a fraction of which (i) the numerator is the product of (A) the actual number of days in the year commencing on the first day of such period, multiplied by (B) the sum of (y) the product of 30 multiplied by the number of complete months elapsed in such period and (z) the actual number of days elapsed in any incomplete month in such period; and (ii) the denominator is the product of (a) 360 multiplied by (b) the actual number of days in such period. All interest payable by the Company hereunder

Exhibit 1-A

(to Note Purchase Agreement)

shall accrue from day to day, computed as described herein and shall be payable after as well as before maturity, demand, default and judgement. The theory of “deemed reinvestment” shall not apply to the computation of interest hereunder and no allowance, reduction or deduction shall be made for the deemed reinvestment of interest in respect of any payments hereunder. Calculation of interest hereunder shall be made using the nominal rate method, and not the effective rate method, of calculation.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of the 3.49% Senior Notes, Series A, due October 18, 2019 (the “Notes”) of the Company in the aggregate principal amount of U.S. $35,000,000 issued pursuant to separate Note Purchase Agreements dated as of October 18, 2012 (as from time to time amended, the “Note Purchase Agreements”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to be bound by the terms and provisions of the Note Purchase Agreements, including, without limitation, the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representations set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

As of the date hereof, each of the Initial Subsidiary Guarantors (as defined in the Note Purchase Agreements), has absolutely and unconditionally guaranteed payment in full of the principal of, Make-Whole Amount, if any, and interest on this Note, all as contemplated by Section 2.2 of the Note Purchase Agreements.

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

1-A-2

This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the Province of Alberta and the laws of Canada applicable therein.

Pengrowth Energy Corporation


By
	Name:
	Title:


By
	Name:
	Title:

1-A-3

Unless permitted under securities legislation, the holder of this security must not trade the security before the date that is 4 months and a day after October 18, 2012.

Form of Note

Pengrowth Energy Corporation

4.07% Senior Note, Series B, due October 18, 2022

No. _________	Date
U.S. $____________	PPN 70706P A@3

For Value Received, the undersigned, Pengrowth Energy Corporation (herein called the “Company”), a body corporate amalgamated under the laws of the Province of Alberta, hereby promises to pay to _____________________, or registered assigns, the principal sum of _____________________ United States Dollars on October 18, 2022, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.07% per annum from the date hereof, payable semiannually, on the 18th day of April and October in each year, commencing with the April or October next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 6.07% or (ii) 2% over the rate of interest publicly announced by Citibank, N.A. in New York, New York, as its “base” or “prime” rate.

Exhibit 1-B

(to Note Purchase Agreement)

This Note is one of a series of the 4.07% Senior Notes, Series B, due October 18, 2022 (the “Notes”) of the Company in the aggregate principal amount of U.S. $105,000,000 issued pursuant to separate Note Purchase Agreements dated as of October 18, 2012 (as from time to time amended, the “Note Purchase Agreements”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to be bound by the terms and provisions of the Note Purchase Agreements, including, without limitation, the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representations set forth in Section 6.2 of the Note Purchase Agreements.

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

1-B-2

This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the Province of Alberta and the laws of Canada applicable therein.

Pengrowth Energy Corporation


By
	Name:
	Title:


By
	Name:
	Title:

1-B-3

Unless permitted under securities legislation, the holder of this security must not trade the security before the date that is 4 months and a day after October 18, 2012.

Form of Note

Pengrowth Energy Corporation

4.17% Senior Note, Series C, due October 18, 2024

No. _________	Date
U.S. $____________	PPN 70706P A#1

For Value Received, the undersigned, Pengrowth Energy Corporation (herein called the “Company”), a body corporate amalgamated under the laws of the Province of Alberta, hereby promises to pay to _____________________, or registered assigns, the principal sum of _____________________ United States Dollars on October 18, 2024, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.17% per annum from the date hereof, payable semiannually, on the 18th day of April and October in each year, commencing with the April or October next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 6.17% or (ii) 2% over the rate of interest publicly announced by Citibank, N.A. in New York, New York as its “base” or “prime” rate.

Exhibit 1-C

(to Note Purchase Agreement)

This Note is one of a series of the 4.17% Senior Notes, Series C, due October 18, 2024 (the “Notes”) of the Company in the aggregate principal amount of U.S. $195,000,000 issued pursuant to separate Note Purchase Agreements dated as of October 18, 2012 (as from time to time amended, the “Note Purchase Agreements”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to be bound by the terms and provisions of the Note Purchase Agreements, including, without limitation, the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representations set forth in Section 6.2 of the Note Purchase Agreements.

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

1-C-2

This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the Province of Alberta and the laws of Canada applicable therein.

Pengrowth Energy Corporation


By
	Name:
	Title:


By
	Name:
	Title:

1-C-3

Unless permitted under securities legislation, the holder of this security must not trade the security before the date that is 4 months and a day after October 18, 2012.

Form of Note

Pengrowth Energy Corporation

3.45% Senior Note, Series D, due October 18, 2019

No. _________	Date
£____________	PPN 70706P B*4

For Value Received, the undersigned, Pengrowth Energy Corporation (herein called the “Company”), a body corporate amalgamated under the laws of the Province of Alberta, hereby promises to pay to _____________________, or registered assigns, the principal sum of _____________________ Pounds Sterling on October 18, 2019, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 3.45% per annum from the date hereof, payable semiannually, on the 18th day of April and October in each year, commencing with the April or October next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 5.45% or (ii) 2% over the rate of interest publicly announced by Barclays Bank plc in London, England as its “base” or “prime” rate.

Exhibit 1-D

(to Note Purchase Agreement)

before maturity, demand, default and judgement. The theory of “deemed reinvestment” shall not apply to the computation of interest hereunder and no allowance, reduction or deduction shall be made for the deemed reinvestment of interest in respect of any payments hereunder. Calculation of interest hereunder shall be made using the nominal rate method, and not the effective rate method, of calculation.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United Kingdom in London, England or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of the 3.45% Senior Notes, Series D, due October 18, 2019 (the “Notes”) of the Company in the aggregate principal amount of £15,000,000 issued pursuant to separate Note Purchase Agreements dated as of October 18, 2012 (as from time to time amended, the “Note Purchase Agreements”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to be bound by the terms and provisions of the Note Purchase Agreements, including, without limitation, the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representations set forth in Section 6.2 of the Note Purchase Agreements.

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

1-D-2

This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the Province of Alberta and the laws of Canada applicable therein.

Pengrowth Energy Corporation


By
	Name:
	Title:


By
	Name:
	Title:

1-D-3

Unless permitted under securities legislation, the holder of this security must not trade the security before the date that is 4 months and a day after October 18, 2012.

Form of Note

Pengrowth Energy Corporation

4.74% Senior Note, Series E, due October 18, 2022

No. _________	Date
Can. $____________	PPN 70706P B@2

For Value Received, the undersigned, Pengrowth Energy Corporation (herein called the “Company”), a body corporate amalgamated under the laws of the Province of Alberta, hereby promises to pay to _____________________, or registered assigns, the principal sum of _____________________ Canadian Dollars on October 18, 2022, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.74% per annum from the date hereof, payable semiannually, on the 18th day of April and October in each year, commencing with the April or October next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 6.74% or (ii) 2% over the rate of interest publicly announced by Royal Bank of Canada as its prime rate for determining the interest rate it will charge for Cdn. Dollar loans made by it in Canada.

Exhibit 1-E

(to Note Purchase Agreement)

(b) the actual number of days in such period. All interest payable by the Company hereunder shall accrue from day to day, computed as described herein and shall be payable after as well as before maturity, demand, default and judgement. The theory of “deemed reinvestment” shall not apply to the computation of interest hereunder and no allowance, reduction or deduction shall be made for the deemed reinvestment of interest in respect of any payments hereunder. Calculation of interest hereunder shall be made using the nominal rate method, and not the effective rate method, of calculation.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of Canada in Calgary, Alberta, Canada or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of the 4.74% Senior Notes, Series E, due October 18, 2022 (the “Notes”) of the Company in the aggregate principal amount of Can. $25,000,000 issued pursuant to separate Note Purchase Agreements dated as of October 18, 2012 (as from time to time amended, the “Note Purchase Agreements”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to be bound by the terms and provisions of the Note Purchase Agreements, including, without limitation, the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representations set forth in Section 6.2 of the Note Purchase Agreements.

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

1-E-2

This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the Province of Alberta and the laws of Canada applicable therein.

Pengrowth Energy Corporation


By
	Name:
	Title:


By
	Name:
	Title:

1-E-3

Form of Subsidiary Guaranty

(See attached)

Exhibit 2.2

SUBSIDIARY GUARANTY

This Guaranty (this “Guaranty”) made as of the 18th day of October, 2012.

To: Holders of the Notes (as defined below).

For valuable consideration, receipt whereof is hereby acknowledged, NAL Energy Corporation, NAL Properties Inc., and NAL Canada West Inc. (collectively the “Guarantors”), each a corporation formed under the laws of the Province of Alberta with offices in the City of Calgary, in the Province of Alberta, hereby jointly and severally irrevocably, absolutely and unconditionally guarantee to the holders of the Notes from time to time (a) all debts and liabilities, present or future, direct or indirect, absolute or contingent, matured or not, at any time owing by PENGROWTH ENERGY CORPORATION a body corporate formed under the laws of the Province of Alberta (the “Company”), in respect of the Notes, including, without limitation, the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal; Make-Whole Amount (if any) or interest at the rate set forth in the Notes, (b) the full and prompt performance and observance by the Company of each and all of the obligations, covenants and agreements required to be performed or observed by the Company under the terms of the Notes and the Note Purchase Agreement and (c) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes, the Note Purchase Agreement or this Guaranty, including, without limitation, under Section 11 of this Guaranty or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity, or enforcement of any of the Notes, the Note Purchase Agreement or this Guaranty or any of the terms thereof or of any other like circumstance or circumstances by the Company and its successors, assigns and transferees to each of the holders of the Notes from time to time (collectively, such debts and liabilities being hereinafter called the “Obligations”). Notwithstanding anything to the contrary contained herein, provided no Default or Event of Default has occurred and is continuing, upon written request by the Company to the holders of the Notes accompanied by an Officer’s Certificate prepared in accordance with Section 2.3 of the Note Purchase Agreement, this Guaranty shall automatically terminate and be released without any further action being required on the part of any Person;

And the Guarantors agree with the holders of the Notes as follows:

SECTION 1. DEFINITIONS.

Unless otherwise defined herein or there is something in the subject matter or context inconsistent therewith, capitalized terms used in this Guaranty shall have the same meanings given to such terms in the separate and several Note Purchase Agreement.

“Notes” means the notes referred to in the definition of “Note Purchase Agreement”.

“Note Purchase Agreement” means the note purchase agreement dated October 18, 2012, made between Pengrowth Energy Corporation and the holders of the Notes party thereto in

respect of (a) U.S.$35,000,000 3.49% Senior Notes, Series A, due October 18, 2019, (b) U.S.$105,000,000 4.07% Senior Notes, Series B, due October 18, 2022, (c) U.S. $195,000,000 4.17% Senior Notes, Series C, due October 18, 2024, (d) £15,000,000 3.45% Senior Notes, Series D, due October 18, 2019 and (e) Can. $25,000,000 4.74% Senior Notes, Series E, due October 18, 2022.

SECTION 2. EVIDENCE OF ACCOUNTS.

Any account settled or stated between the Company and one or more of the holders of the Notes shall be accepted by the Guarantors as prima facie evidence that the amount thereby appearing due by the Company to such holders of the Notes or any of them is so due and neither the Company nor any of the holders of the Notes shall be deemed or construed to have any requirement to notify the Guarantors as to the amount from time to time due and owing by the Company to any of the holders of the Notes.

SECTION 3. WAIVER OF DEFENSES.

The liability of the Guarantors under this Guaranty shall be irrevocable, unconditional and absolute, and without limiting the generality of the foregoing, the obligations of the Guarantors shall not be released, discharged, limited or otherwise affected by, and the Guarantors hereby waive as against each holder of the Notes to the fullest extent permitted by Applicable Law:

(a) any defense relating to any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of any Obligation or otherwise;

(b) any modification or amendment of or supplement to the Obligations, including any increase or decrease in the principal, the rates of interest or other amounts payable in respect thereof;

(c) any defense based upon any incapacity, disability or lack or limitation of status or power of the Company or of the directors, officers, employees, partners or agents thereof, or that the Company may not be a legal entity;

(d) any irregularity, defect or informality in respect of the Obligations;

(e) any change in the existence, structure, constitution, name, control or ownership of the Company or any other Person, or any insolvency, bankruptcy, amalgamation, merger, reorganization or other similar proceeding affecting the Company or any other Person or the assets of the Company or of such other Person;

(f) the existence of any claim, set-off or other rights which the Guarantors may have at any time against the Company, any of the holders of the Notes, or any other Person, whether in connection with the Obligations or any unrelated transactions;

(g) any release or any invalidity, illegality or unenforceability relating to or against the Company or any other Person, whether relating to any instrument evidencing the Obligations

or any other agreement or instrument relating thereto or any part thereof or any provision of Applicable Law purporting to prohibit the payment by the Company or any other Person of any of the Obligations;

(h) any limitation, postponement, prohibition, subordination or other restriction on the rights of the holders of the Notes or any of them to payment of the Obligations or to take any steps in respect thereof;

(i) any sale, release, substitution, exchange or addition of any security or any co-signer, endorser, other guarantor or any other Person in respect of the Obligations;

(j) any defense arising by reason of any failure of any holder of a Note to make any presentment, demand for performance, notice of non-performance, protest, and any other notice, including, without limitation, notice of (i) acceptance of this Guaranty, (ii) partial payment or non-payment of all or any part of the Obligations and (iii) the existence, creation, or incurring of new or additional Obligations;

(k) any defense arising by reason of any failure, omission or delay of any holder of a Note to proceed against the Company or any other Person, to act or to proceed against, apply or exhaust any security held from the Company, the Guarantors or any other Person for the Obligations, or to act or to proceed against or to pursue any other remedy in the power of any holder of a Note whatsoever;

(l) the benefit of any law which provides that the obligation of a Guarantors must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduce the Guarantors’ obligation in proportion to the principal obligations;

(m) any defense arising by reason of any incapacity, lack of authority or any other defense of the Company, the Guarantors or any other Person, or by reason of the cessation from any cause whatsoever of the liability of the Company, the Guarantors or any other Person with respect to all or any part of the Obligations (other than the actual satisfaction thereof), or by reason of any act or omission of any holder of a Note or others which directly or indirectly results in the discharge or release of the Company, the Guarantors or all or any part of the Obligations or any security, or guarantee therefor, whether by operation of law or otherwise;

(n) any defense arising by reason of any failure by any holder of a Note to obtain, perfect or maintain a perfected (or any) Lien upon any property of the Company, the Guarantors or any other Person or by reason of any interest of any holder of a Note in any property, whether as owner thereof or the holder of a Lien thereon being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by any holder of a Note of any right to recourse or collateral;

(o) any defense arising by reason of the failure of any holder of a Note to marshall any assets;

(p) any defense based upon any failure of any holder of a Note to give to the Company or the Guarantors notice of any sale or other disposition of any property securing any or all of the Obligations or any guarantee thereof, or any defect in any notice that may be given

in connection with any sale or other disposition of any such property, or any failure of any holder of a Note to comply with any provision of Applicable Law in enforcing any security interest in or lien upon any such property, including any failure by any holder of a Note to dispose of any such property in a commercially reasonable manner;

(q) any dealing whatsoever with the Company, the Guarantors or any other Person or any security, whether negligently or not, or any failure to do so;

(r) any defense based upon or arising out of any winding up, receivership, bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Company, the Guarantors, or any other Person, including any discharge of, or bar against collecting, any of the Obligations, in or as a result of any such proceeding;

(s) any reorganization, moratorium, arrangement or compromise of any or all of the obligations of the Company or the Guarantors, including, without limitation, the Obligations or any transaction including, without limitation, any consolidation, arrangement, transfer, sale, lease or other disposition, whereby all or any part of the undertaking, property and assets of the Company or the Guarantors become the property of any other Person or Persons;

(t) any extinguishment of all or any of the Obligations for any reason whatsoever (other than the actual satisfaction thereof);

(u) any other circumstance which might otherwise constitute a defense available to, or a discharge of the Guarantors, any other act or omission to act or delay of any kind by the Company, any holder of a Note, the Guarantors or any other Person or any other circumstance whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this Section 3 constitute a legal or equitable discharge, limitation or reduction of the obligations of the Guarantors hereunder (other than the payment or satisfaction in full of all of the Obligations);

(v) the absence of any action to enforce the Obligations or any waiver or consent by the Company with respect to any of the provisions thereof or any other circumstances which might otherwise constitute a discharge or defense by the Company, including, without limitation, any failure or delay in the enforcement of the Obligations or of notice thereof; or any suit or other action brought by any unitholder or creditor of, or by, the Company or any other Person, for any reason, including, without limitation, any suit or action in any way attacking or involving any issue, matter or thing in respect of the Notes, the Note Purchase Agreement or any other agreement;

(w) the default or failure of the Company (whether willful or otherwise) to fully perform any of the Obligations;

(x) the impossibility or illegality of performance on the part of the Company or any other Person of the Obligations;

(y) in respect of the Company or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other

Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes; wars (whether or not declared), civil commissions, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Company or any other Person, as the case may be, and whether or not of the kind hereinbefore specified;

(z) any attachment, claim, demand, charge, Lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable under the Notes, the Note Purchase Agreement or this Guaranty, or so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided;

(aa) the failure of the Company to receive any benefit or consideration from or as a result of its execution, delivery and performance of the Notes and the Note Purchase Agreement; and

(bb) any order, judgment, decree, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by any party of its respective obligations under the Notes, the Note Purchase Agreement or this Guaranty, or any instrument relating thereto.

The specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this paragraph that the obligations of the Guarantors hereunder shall be absolute and unconditional and shall not be discharged, impaired or varied except by the indefeasible payments in full in cash to the holders thereof of the principal of, Make-Whole Amount (if any) and interest on the Notes, and of all other sums due and owing to the holders of the Notes pursuant to this Guaranty, and then only to the extent of such payments. Without limiting any of the other terms or provisions hereof, it is understood and agreed that in order to hold the Guarantors liable hereunder, there shall be no obligation on the part of any holder of any Note to resort, in any manner or form, for payment, to the Company or any other Person or to the properties or estates of any of the foregoing. Without limiting the foregoing, it is understood that repeated and successive demands may be made and recoveries may be had hereunder as and when, from time to time, the Company shall default under the terms of the Notes or the Note Purchase Agreement and that notwithstanding recovery hereunder for or in respect of any given default or defaults by the Company under the Notes or the Note Purchase Agreement, this Guaranty shall remain in full force and effect and shall apply to each and every subsequent default.

The foregoing provisions apply (and the foregoing waivers shall be effective) even if the effect is to destroy or diminish the Guarantors’ subrogation rights, the Guarantors’ rights to proceed against the Company for reimbursement, the Guarantors’ rights to recover contribution from any other guarantor or any other right or remedy; provided, however, nothing in this Section 3 shall relieve the holders of the Notes from any obligation in law or equity to act in good faith.

SECTION 4. NO WAIVER.

No delay on the part of any holder of a Note, in exercising any of its options, powers or rights, or partial or single exercise thereof, shall constitute a waiver thereof. No amendment or waiver of any of the rights of any holder of a Note hereunder shall be deemed to be made by such holder of a Note, unless the same shall be in writing, duly signed on behalf of such holder of a Note and each such waiver, if any, shall apply only with respect to the specific instance involved and for the specific purpose for which given, and shall in no way impair the rights or liabilities of any holder of a Note, or the Guarantors hereunder in any other respect at any other time.

SECTION 5. DEEMED EXISTENCE.

If at any time, all or any part of any payment previously applied by any holder of a Note to any Obligation is or must be rescinded or returned by such holder of a Note for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of the Company), such Obligation shall, for the purpose of this Guaranty, to the extent that such payment is rescinded or returned, be deemed to have continued in existence, notwithstanding such application by such holder of a Note and this Guaranty shall continue to be effective or be reinstated, as the case may be, as to such Obligation, all as though such application by such holder of a Note had not been made.

SECTION 6. OTHER SECURITIES.

This Guaranty is in addition to and not in substitution for any other guarantee or any other securities by whomsoever given at any time held by any holder of a Note for any present or future Obligations and each holder of a Note shall at all times have the right to proceed against or realize upon all or any portion of any other guarantees or securities or any other money or assets to which it may become entitled or have a claim in such order and in such manner as it in its sole and unfettered discretion may deem fit.

SECTION 7. CONTINUING GUARANTY.

This Guaranty is a continuing guarantee and: (i) shall remain in full force and effect in accordance with its terms until payment in full of all amounts payable under this Guaranty; and (ii) shall be binding upon the Guarantors, their successors and permitted assigns.

SECTION 8. ENFORCEMENT OF GUARANTY.

The obligations of the Guarantors under this Guaranty shall be enforceable by each holder of a Note upon demand by such holder of a Note for payment of the Obligations due and owing from the Company if any Default or Event of Default has occurred and is continuing,

without the necessity of any action or recourse whatsoever against the Company or any other guarantor. The remedies provided in this Guaranty are cumulative and not exclusive of any remedies provided by law, the Note Purchase Agreement or otherwise.

SECTION 9. SUBROGATION.

This Guaranty shall not be considered as wholly or partially satisfied by the payment or liquidation at any time or times of any sum or sums of money for the time being due or remaining unpaid to any holder of a Note and all dividends, compensations, proceeds of security valued and payments received by any holder of a Note from the Company, the Guarantors or from others or from any estate shall be regarded for all purposes as payments in gross without right on the part of the Guarantors to claim in reduction of the liability under this Guaranty the benefit of any such dividends, compositions, proceeds or payments or any securities held by any holder of a Note or proceeds thereof, unless the effect of any such payment or liquidation received by such holder of a Note is to permanently reduce the amount of the Obligations and all holders of the Notes no longer have any obligation to extend credit or advance monies to or for the benefit of the Company. The Guarantors shall not have any right to be subrogated in any rights of any holder of a Note until all holders of the Notes shall have received full, final and indefeasible payment and have no further obligation to extend credit or advance monies to or for the benefit of the Company.

SECTION 10. GUARANTY OF PAYMENT AND PERFORMANCE.

This Guaranty is a guarantee of payment and of the performance and observance by the Company of each and all of the Obligations and not of collection and is in addition and without prejudice to any securities of any kind now or hereafter held by any holder of a Note.

SECTION 11. COSTS.

The Guarantors shall reimburse each holder of a Note for all expenses (including the fees and disbursements of its counsel on a solicitor and his own client basis) incurred by such holder of a Note in collecting or compromising any of the Obligations and in enforcing this Guaranty or any other guarantee of the Obligations.

SECTION 12. PLACE OF PAYMENT; CURRENCY OF PAYMENTS; TAXES.

Section 12.1 Place of Payment. All payments hereunder with respect to any Obligations shall be made to the same place of payment as payments to the Company on the Notes as set forth in Section 14.1 of the Note Purchase Agreement.

Section 12.2 Currency of Payments.

(a) Any payment made by the Guarantors to any holder of the U.S. Dollar Notes or for the account of any such holder in respect of any amount payable by the Guarantors hereunder shall be made in U.S. Dollars. Any amount received or recovered by such holder other than in U.S. Dollars (whether as a result of, or of the enforcement of, a judgment or order of any court, or in the liquidation or dissolution of the Guarantors or otherwise) in respect of any such sum expressed to be due hereunder in respect of the U.S. Dollar Notes shall constitute a discharge of

the Guarantors only to the extent of the amount of U.S. Dollars which such holder is able, in accordance with normal banking procedures, to purchase with the amount so received or recovered in that other currency on the date of the receipt or recovery (or, if it is not practicable to make that purchase on such date, on the first date on which it is practicable to do so). If the amount of U.S. Dollars so purchased is less than the amount of U.S. Dollars expressed to be due hereunder in respect of the U.S. Dollar Notes, the Guarantors shall indemnify such holder in U.S. Dollars against any loss sustained by such holder as a result, and in any event, the Guarantors shall indemnify such holder against the cost of making any such purchase. These indemnities shall constitute a separate and independent obligation from the other obligations herein and in the U.S. Dollar Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any such holder, shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any such sum due hereunder in respect of any U.S. Dollar Note or any judgment or order and shall survive the payment of the U.S. Dollar Notes and the termination of this Guaranty.

(b) Any payment made by the Guarantors to any holder of the Pounds Sterling Notes or for the account of any such holder in respect of any amount payable by the Guarantors hereunder shall be made in Pounds Sterling. Any amount received or recovered by such holder other than in Pounds Sterling (whether as a result of, or of the enforcement of, a judgment or order of any court, or in the liquidation or dissolution of the Guarantors or otherwise) in respect of any such sum expressed to be due hereunder in respect of the Pounds Sterling Notes shall constitute a discharge of the Guarantors only to the extent of the amount of Pounds Sterling which such holder is able, in accordance with normal banking procedures, to purchase with the amount so received or recovered in that other currency on the date of the receipt or recovery (or, if it is not practicable to make that purchase on such date, on the first date on which it is practicable to do so). If the amount of Pounds Sterling so purchased is less than the amount of Pounds Sterling expressed to be due hereunder in respect of the Pounds Sterling Notes, the Guarantors shall indemnify such holder in Pounds Sterling against any loss sustained by such holder as a result, and in any event, the Guarantors shall indemnify such holder against the cost of making any such purchase. These indemnities shall constitute a separate and independent obligation from the other obligations herein and in the Pounds Sterling Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any such holder, shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any such sum due hereunder in respect of any Pounds Sterling Note or any judgment or order and shall survive the payment of the Pounds Sterling Notes and the termination of this Guaranty.

(c) Any payment made by the Guarantors to any holder of the Cdn. Dollar Notes or for the account of any such holder in respect of any amount payable by the Guarantors hereunder in respect of the Cdn. Dollar Notes shall be made in Cdn. Dollars. Any amount received or recovered by such holder other than in Cdn. Dollars (whether as a result of, or of the enforcement of, a judgment or order of any court, or in the liquidation or dissolution of the Guarantors or otherwise) in respect of any such sum expressed to be due hereunder in respect of the Cdn. Dollar Notes shall constitute a discharge of the Guarantors only to the extent of the amount of Cdn. Dollars which such holder is able, in accordance with normal banking procedures, to purchase with the amount so received or recovered in that other currency on the date of the receipt or recovery (or, if it is not practicable to make that purchase on such date, on

the first date on which it is practicable to do so). If the amount of Cdn. Dollars so purchased is less than the amount of Cdn. Dollars expressed to be due hereunder in respect of the Cdn. Dollar Notes, the Guarantors shall indemnify such holder in Cdn. Dollars against any loss sustained by such holder as a result, and in any event, the Guarantors shall indemnify such holder against the cost of making any such purchase. These indemnities shall constitute a separate and independent obligation from the other obligations herein and in the Cdn. Dollar Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any such holder, shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any such sum due hereunder in respect of any Cdn. Dollar Note or any judgment or order and shall survive the payment of the Cdn. Dollar Notes and the termination of this Guaranty.

Section 12.3 Payment Free and Clear of Taxes.

(a) Each payment by the Guarantors shall be made, under all circumstances, without setoff, counterclaim or reduction for, and free from and clear of, and without deduction for or because of, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholding, restrictions or conditions of any nature whatsoever (hereinafter called “Relevant Taxes”) imposed, levied, collected, assessed, deducted or withheld by the Government of Canada or any Provincial or other political subdivision of Canada or by the government of any other country or jurisdiction or any authority therein or thereof (other than the United States of America) from or through which payments hereunder or on or in respect of the Notes are actually made (each a “Taxing Jurisdiction”), unless such imposition, levy, collection, assessment, deduction, withholding or other restriction or condition is required by law. If the Guarantors are required by law to make any payment under this Guaranty subject to such deduction, withholding or other restriction or condition, then the Guarantors shall forthwith (a) pay over to the government or taxing authority imposing such tax the full amount required to be deducted, withheld from or otherwise paid by the Guarantors (including the full amount required to be deducted or withheld from or otherwise paid by the Guarantors in respect of the Tax Indemnity Amounts (as defined below)), and (b) pay each holder of the Notes such additional amounts (“Tax Indemnity Amounts”) as may be necessary in order that the net amount of every payment made to each holder of Notes, after provision for payment of such Relevant Taxes (including any required deduction, withholding or other payment of tax on or with respect to such Tax Indemnity Amounts), shall be equal to the amount which such holder would have received had there been no imposition, levy, collection, assessment, deduction, withholding or other restriction or condition. Notwithstanding the provisions of this Section 12.3, no such Tax Indemnity Amounts shall be payable (i) to any holder of the Notes which is liable for any tax, assessment or other governmental charge by reason of it being or having been effectively connected to Canada for any reason or in any capacity other than solely as a holder of a Note, (ii) for or on account of any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure of the holder of a Note to complete, execute and deliver to the Guarantors any form or document to the extent applicable to such holder that may be required by law or by reason of administration of such law and which is reasonably requested in writing to be delivered by the Guarantors in order to enable the Guarantors to make payments pursuant to this Section 12.3 without deduction or withholding for taxes, assessments or governmental charges, or with deduction or withholding of such lesser amount, which form or document shall be delivered within one hundred twenty (120) days of a written request therefor by the Guarantors, or (iii) in

the case where such holder of a Note is not a resident (for the purposes of the Income Tax Act (Canada)) of Canada, in excess of the amount which the Guarantors would have been obligated to pay hereunder if such holder had been acting at arms’ length for the purposes of the Income Tax Act (Canada). If in connection with the payment of any such Tax Indemnity Amounts, any holder of the Notes that is a United States person within the meaning of the Code, a United Kingdom person within the meaning of the Inland Revenue tax code or a foreign person engaged in a trade or business within the United States of America or the United Kingdom, incurs taxes imposed by the United States of America, the United Kingdom or any political subdivision or taxing authority therein on such Tax Indemnity Amounts, the Guarantors shall pay to such holder of the Notes such further amount as will insure that the net amount actually received by that holder of the Notes (taking into account any withholding or deduction in respect of any such further amount) is equal to the amount which such holder of the Notes would have received had such withholding or deduction not been made.

(b) If the Guarantors make payment of Tax Indemnity Amounts and a recipient thereof subsequently receives a cash refund in respect thereof from the governmental body to which the Relevant Taxes giving rise to the Tax Indemnity Amount were paid (a “Tax Refund”), and such recipient is able to identify the Tax Refund as being attributable to the Relevant Taxes with respect to which the Tax Indemnity Amounts are paid, then such recipient shall, to the extent that it can do so without prejudice to the retention of the amount of such Tax Refund or the right of such recipient to obtain any other relief or allowance available to it, reimburse the Guarantors such amount as it shall determine to be the proportion of the Tax Refund as will leave such recipient, after the reimbursement, in no worse position than such recipient would have been in if payment of the Tax Indemnity Amounts had not been required. Such recipient may charge to the Guarantors (and may deduct from amounts reimbursable to the Guarantors hereunder) a fee reasonably determined by such recipient to compensate it for any additional effort expended or cost incurred in determining such credit or remission or allocating it to the Guarantors. The foregoing notwithstanding, nothing in this Section 12.3 shall restrict the right of any recipient to arrange its tax affairs as it shall think fit or require any recipient to disclose any information regarding its tax affairs or any computation pursuant hereto which, in such recipient’s judgment, constitutes confidential information.

SECTION 13. PAYMENT ON STAY.

If: (i) the Company is prevented from making payment of any of the Obligations when it would otherwise be required to do so; or (ii) any holder of a Note is prevented from demanding payment of the Obligations because of a stay or other judicial proceeding or any other legal impediment, all Obligations or other amounts otherwise subject to demand, acceleration or payment shall be payable by the Guarantors as provided for hereunder.

SECTION 14. WAIVER OF NOTICE.

The Guarantors waive all notices which may be required by any statute, rule of law, contract or otherwise to preserve any rights of any holder of a Note against the Guarantors.

SECTION 15. RELATIONSHIP TO COMPANY.

The Guarantors have had full and complete access to the underlying documentation relating to the Obligations and all other documentation executed by any other Person in connection with the Obligations. The Guarantors are fully informed of all circumstances which bear upon the risks of executing this Guaranty which a diligent inquiry would reveal. The Guarantors have adequate means to obtain from the Company on a continuing basis information concerning the Company’s financial condition, and is not depending on any holder of a Note to provide such information, now or in the future. The Guarantors agree that the holders of the Notes shall not have any obligation to advise or notify the Guarantors or to provide the Guarantors with any data or information.

Without limiting the foregoing, the Guarantors: (a) acknowledge and agree that as a covenant in regard to the issuance of the Notes of the Company pursuant to the Note Purchase Agreement, the purchasers of the Notes have required the Company to cause the Guarantors to enter into this Guaranty as security for the Notes and the Guarantors are desirous that the Company remain in compliance with its covenants under the Note Purchase Agreement and the Notes and by doing so confer substantial financial and other benefits on the Guarantors and are, accordingly, agreeable to and are entering into this Guaranty and (b) consent, covenant and agree for themselves to be bound by each term and provision of the Note Purchase Agreement which relate to the Guarantors and covenant and agree (i) to take all such actions as may be necessary or appropriate in order to cause and permit compliance by the Company with the terms and provisions of the Note Purchase Agreement and the Notes and (ii) that they will not take any actions or fail to take any actions which would result in the Company being in breach of any term or provision of the Note Purchase Agreement or the Notes.

SECTION 16. AFFIRMATIVE COVENANTS.

The Guarantors covenant that so long as any of the Obligations remain outstanding:

Section 16.1 Change of Business. The Guarantors shall not engage in any business if, as a result, the general nature of the business, taken on a consolidated basis, which would then be engaged in by its Restricted Subsidiaries would be substantially changed from its business relating to the development, production, processing and transportation of hydrocarbons.

Section 16.2 Guaranty to Rank Pari Passu. The obligations of the Guarantors under this Guaranty are and at all times shall remain direct and unsecured obligations of the Guarantors ranking pari passu as against the assets of the Guarantors with all other present and future unsecured Senior Debt (actual or contingent) of the Guarantors.

SECTION 17. GOVERNING LAW AND SUBMISSION TO JURISDICTION.

(a) This Guaranty shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the Province of Alberta and the laws of Canada applicable therein. Notwithstanding the foregoing, to the extent permitted by law, Section 6 of the Judgment Interest Act (Alberta) is hereby waived and shall not apply to this Guaranty.

(b) The Guarantors agree that the courts of Alberta shall have jurisdiction to hear and determine any suit, action or proceeding and to settle any disputes which may arise out of or in connection with this Guaranty and it irrevocably submits to the non-exclusive jurisdiction of such courts, without prejudice to the rights of any holder of a Note to take proceedings in any other jurisdictions, whether concurrently or not. The Guarantors agree that final judgment in any such suit, action or proceeding brought in such courts shall be conclusive and binding upon it and may be enforced against it in the courts of Canada (or any other courts to the jurisdiction of which it or its property is subject) by a suit upon such judgment, provided that it does not waive any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment.

SECTION 18. SEVERABILITY.

If any provision of this Guaranty shall be invalid, illegal or unenforceable in any respect or in any jurisdiction, it shall not affect the validity, legality or enforceability of such provision in any other jurisdiction or the validity, legality or enforceability of any other provision of this Guaranty.

SECTION 19. NOTICES.

Any demand, notice or communication to be made or given hereunder shall be in writing and may be made or given by (a) personal delivery, (b) telefacsimile if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (c) a recognized overnight delivery service (with charges prepaid), in any such case addressed to the respective parties as follows:

(a) the Guarantors:

2100, 222 Third Avenue S.W.

Calgary, AB Canada

T2P 0B4

Fax: (403) 265-6251

(b) and any holder of a Note:

To such holder of a Note at the

address specified for such

communication in Schedule A

to the Note Purchase Agreement

or to each such party at such other address as any party may from time to time notify the others in accordance with this Section. Notices under this Section 19 will be deemed given only when actually received.

SECTION 20. AMENDMENT.

No amendment or any change to, or waiver of, any provision of this Guaranty shall be effective unless consented to in writing by each holder of a Note.

SECTION 21. JOINT AND SEVERAL OBLIGATIONS.

The obligations of the Guarantors hereunder are joint and several, and the Guarantors agree that they are jointly and severally liable for the Obligations and all other payment and performance obligations hereunder.

[remainder of page intentionally left blank, signature page to follow]

Form of Opinion of Special Canadian Counsel to the Company and the

Initial Subsidiary Guarantors

(See attached)

Exhibit 4.4(a)

October 18, 2012

Each of the Purchasers listed on Schedule A

to the hereinafter defined Note Purchase Agreement

-and-

Chapman and Cutler LLP

111 West Monroe Street

Chicago, Illinois

60603

Dear Sirs:

Re: Pengrowth Energy Corporation (“Pengrowth”)

We refer to the separate and several Note Purchase Agreements each dated October 18, 2012 (collectively, the “Note Purchase Agreements”) between Pengrowth and the noteholders party thereto in respect of (a) U.S.$35,000,000 3.49% Senior Notes, Series A, due October 18, 2019, (b) U.S.$105,000,000 4.07% Senior Notes, Series B, due October 18, 2022, (c) U.S. $195,000,000 4.17% Senior Notes, Series C, due October 18, 2024, (d) £15,000,000 3.45% Senior Notes, Series D, due October 18, 2019 and (e) Can. $25,000,000 4.74% Senior Notes, Series E, due October 18, 2022 (collectively, the “Notes”).

Capitalized terms used herein and not otherwise defined herein shall have the meanings specified in the Note Purchase Agreements.

Documents Reviewed

We have examined an original or facsimile executed copies of the following (collectively, the “Documents”):

1.	the Note Purchase Agreements;

2.	the Notes; and

a Subsidiary Guaranty dated as of the date hereof (the “Subsidiary Guaranty”), executed by NAL Energy Corporation, NAL Canada West Inc., and NAL Properties Inc. (collectively, the “Restricted Subsidiaries” and together with Pengrowth, the “Transaction Parties”) in favour of the holders of the Notes.

In addition, we have made such investigations, examined such certificates of public authorities, corporate records and other documents certified or otherwise identified to our satisfaction, and have considered such questions of law, as we have considered necessary and appropriate as a basis for providing the opinions expressed herein.

Assumptions

In such examinations we have assumed, without any investigation or verification:

(a)

the genuineness of all signatures on all documents purporting to be originals and on the originals of all documents submitted to us as copies;

(b)

the authenticity of all documents submitted to us as originals and of the originals of all documents submitted to us as copies;

(c)

the conformity to originals of all documents submitted to us as copies;

(d)

the legal capacity of all persons;

(e)

the legal existence, power and capacity of each party to each Document, other than the Transaction Parties;

(f)

the due authorization, execution and delivery of each Document by each party thereto, other than the Transaction Parties;

(g)

that each Document constitutes a legal, valid and binding obligation of, and is enforceable in accordance with it terms against, each party thereto, other than the Transaction Parties;

(h)

that Citigroup Global Markets Inc. (and, where applicable, its Canadian affiliates) (the “Placement Agent”) is a registrant under Applicable Securities Laws (as defined below) and has and will comply with the relevant provisions of Applicable Securities Laws in connection with the offer of the Notes in the Provinces of Alberta and Ontario;

(i)

Pengrowth is not a “related issuer” or a “connected issuer” of the Placement Agent within the meaning of Applicable Securities Laws;

(j)

that Pengrowth is not engaged in and does not hold itself out as engaging in the business of trading in securities;

(k)

as to factual matters, all of the acknowledgements, representations and warranties of each of the Purchasers set forth in the Note Purchase Agreements are true, correct and accurate in all respects and that the Purchasers have each complied with all of their covenants in the Note Purchase Agreements; and

(l)

there is not, at the time of any trades or distributions of Pengrowth’s securities hereinafter referred to below in paragraphs 10 or 11, a cease trade or other

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restraining order affecting Pengrowth or its securities in effect in the Provinces of Alberta and Ontario or affecting any person or company who engages in such trade or distributions issued by any court, tribunal, securities commission or other regulatory authority of that jurisdiction.

We have also assumed the accuracy and currency of the indices and filing systems maintained at all public offices where we made or conducted searches or inquiries or have caused searches or inquiries to be made or conducted, and the accuracy and completeness of all public records and certificates issued pursuant thereto and that such certificates (including, without limitation, each of the Certificates of Status referred to in subparagraph (a) below) continue to be accurate as of the date thereof notwithstanding the date of issue.

We have also reviewed and examined the following:

(a)

Certificates of Status each dated as of October 16, 2012 in respect of Pengrowth and each Restricted Subsidiary, issued under the authority of the Registrar of Corporations for Alberta;

(b)

Certificate of an officer of Pengrowth dated as of the date hereof with respect to certain corporate matters containing, among other things, a certified copy of the articles and by-laws of Pengrowth and a certified copy of a resolution of the directors of Pengrowth relating to, inter alia, the Notes and the Note Purchase Agreements; and

(c)

Certificates of an officer of each Restricted Subsidiary each dated as of the date hereof with respect to certain corporate matters containing, among other things, a certified copy of the articles and by-laws of such Restricted Subsidiary and a certified copy of a resolution of the directors of such Restricted Subsidiary relating to, inter alia, the Subsidiary Guaranty issued by it.

Copies of each of the documents set forth in items (a) to (c) (inclusive) above have been provided concurrently to you and we have relied on the same as to various matters of fact expressed therein.

Applicable Law

We express no opinion as to the laws of any jurisdiction other than the laws of the Province of Alberta and the federal laws of Canada applicable therein and in respect of the opinion(s) provided in paragraphs 10 and 11 below, the Province of Ontario and the federal laws of Canada applicable therein. In this opinion, the term “Applicable Securities Laws” means (a) to the extent that the securities laws of Alberta apply, the Securities Act (Alberta), the regulations and rules thereunder, the blanket rulings and orders issued by the Alberta Securities Commission (the “ASC”) and the National Instruments and Multilateral Instruments adopted and applied by the ASC and (b) to the extent that the securities laws of Ontario apply, the Securities Act (Ontario), the regulations and rules thereunder, the blanket rulings and orders issued by the Ontario Securities Commission (the “OSC”) and the National Instruments and Multilateral Instruments adopted and applied by the OSC.

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Opinions

Based upon and subject to the foregoing and to the qualifications hereinafter expressed, we are of the opinion that:

Each Transaction Party is a valid and subsisting corporation under the laws of Alberta, has the corporate power and capacity to execute, deliver and perform its obligations under the Documents to which it is a party, to conduct its activities and to own its property and assets and, in the case of Pengrowth, to issue the Notes.

The execution, delivery and performance of each Document has been duly authorized by all necessary corporate action on the part of each Transaction Party which is a party thereto, each Document has been duly executed and delivered by each Transaction Party which is a party thereto and constitutes a legal, valid and binding obligation of each such Transaction Party enforceable against such Transaction Party in accordance with its terms.

The execution, delivery and performance by each Transaction Party of the Documents to which it is party, and of issuance and the sale of the Notes by Pengrowth, does not conflict with or result in any breach of (i) the articles or by-laws of such Transaction Party; or (ii) any law or regulation in force in Alberta applicable to such Transaction Party.

The Transaction Parties are subject to the applicable commercial law and civil law of the Province of Alberta and are generally subject to suit in the Province of Alberta and neither the Transaction Parties, nor any of their property, enjoys any right of immunity from any judicial proceedings in the Province of Alberta.

Based upon the current provisions of the Income Tax Act (Canada) (the “Tax Act”) and the regulations thereunder (the “Regulations”), all specific proposals to amend the Tax Act and the Regulations thereunder publicly announced by the Minister of Finance (Canada) before the date hereof, and our understanding of the current assessing and administrative practices and policies of the Canada Revenue Agency, and provided, at the Closing and throughout the term of the Notes, that:

(a)

the holder of a Note (the “Holder”) does not use the debt owing to it under the Notes issued in its favour or under the Subsidiary Guaranty in, or hold such debt in the course of, carrying on business in Canada, and is not deemed to use such debt in connection with a business carried on in Canada for the purposes of the Tax Act, and where the Holder carries on an insurance business in Canada and elsewhere, it establishes that the debt is neither “designated insurance property” (as defined in subsection 138(12) of the Tax Act and Regulation 2401(1)) nor effectively connected with the insurance business it carries on in Canada;

(b)

the Holder deals at arm’s length with all of the Transaction Parties for the purposes of the Tax Act; and

- 4 -

(c)

the Holder is not resident in Canada and is not deemed to be resident in Canada for the purposes of the Tax Act;

then:

(i)

Pengrowth is presently permitted to make all payments on Notes to the Holder of (A) the principal amount of the Notes; (B) interest on such principal amount; (C) interest on such interest; and (D) Make-Whole Amounts, free and clear of and without deduction for or on account of any taxes, levies assessments, duties, governmental charges and withholdings of any nature imposed, levied, assessed or collected under the Tax Act (collectively, “Taxes”);

(ii)

Restricted Subsidiaries are presently permitted to make all payments under the Subsidiary Guaranty of (A) the principal amount of the Notes; (B) interest on such principal amount; (C) interest on such interest; and (D) Make-Whole Amounts, free and clear of and without deduction for or on account of any Taxes; and

(iii)

any such amounts referred to in paragraphs (i) and (ii) above which are owing or payable, or which become owing or payable, by Pengrowth or the Restricted Subsidiaries to the Holder and which are paid by Pengrowth or the Restricted Subsidiaries to the Holder are not the subject of any Taxes to the Holder.

6.	Neither the acquisition of the Notes nor receipt of payment pursuant thereto or pursuant to the Note Purchase Agreements or the Subsidiary Guaranty will, of itself, constitute the carrying on of business in Canada or the Province of Alberta.

7.	The obligations of Pengrowth under the Note Purchase Agreements and the Notes rank at least pari passu in right of payment with all other unsecured and unsubordinated indebtedness of Pengrowth.

8.	The obligations of each Restricted Subsidiary under the Subsidiary Guaranty rank at least pari passu in right of payment with all other unsecured and unsubordinated indebtedness of such Restricted Subsidiary.

No stamp, documentary, registration or similar taxes or duties are required to be paid under the laws of the Province of Alberta or the laws of Canada applicable in Alberta upon or in connection with the due execution and delivery of the Documents or the performance by the Transaction Parties of their respective obligations thereunder or the enforcement by the holders of the Notes of their rights thereunder.

10.

The offering, sale and delivery of the Notes and the delivery of the Subsidiary Guaranty in accordance with the terms of the Note Purchase Agreements are exempt from the prospectus requirements of the Applicable Securities Laws, and no prospectus or other document is required to be filed, no proceeding is required to be taken, and no approval, permit, consent or authorization is required to be obtained under Applicable Securities

- 5 -

Laws to permit the offering, sale and delivery of the Notes or the delivery of the Subsidiary Guaranty to the Purchasers, but Pengrowth must file, within 10 days of the issue of the Notes, (i) a report of the trade prepared and executed in accordance with the Applicable Securities Laws together with any requisite filing fees and (ii) a copy of the Offering Memorandum and the investor presentation of Pengrowth dated September 13, 2012 regarding the Notes (the “Investor Presentation”) with the OSC.

11.

No authorization, consent, order or approval of, or filing, registration, qualification or recording with, any governmental authority in Alberta or Ontario or under the federal laws of Canada applicable in Alberta or Ontario is required in connection with the execution and delivery of the Documents to enable the Transaction Parties which are party thereto to perform their respective obligations thereunder or to consummate the transactions contemplated thereunder, other than the requirement of Pengrowth to file, within 10 days from the date of the issue of the Notes, (i) a report of the trade prepared and executed in accordance with the Applicable Securities Laws together with any requisite filing fees and (ii) a copy of the Offering Memorandum and the Investor Presentation with the OSC.

12.

A holder of Notes will generally not be precluded from suing as plaintiff in an Alberta court for the enforcement of its rights under the Documents, against the Transaction Parties, and such access to Alberta courts is not subject to any conditions which are not of general application to residents of the Province of Alberta or a corporation incorporated in Alberta, except that (i) individuals or corporations who are not resident in the Province of Alberta may be required to post security for the cost of litigation initiated by them and (ii) corporations who carry on or have carried on business in the Province of Alberta may be required to register as an extra-provincial corporation.

13.	To ensure the legality, validity, enforceability or admissibility into evidence of the Documents in the Province of Alberta, it is not necessary that any of the Documents or any other documents be registered, notarized, filed or recorded with any court or other authority.

Effective Time

This opinion is given as of the date first above written. We disclaim any obligation or undertaking to advise the addressees of any change in the law or any fact which may come or be brought to our attention after the date of this opinion.

Qualifications

The opinions expressed herein are subject to the following qualifications:

(a)

the enforceability of each Document and the rights and remedies set out therein or in any judgment arising out of or in connection therewith may be limited by any applicable bankruptcy, insolvency, reorganization, receivership, arrangement, preference, moratorium, winding-up or other laws and judicial decisions affecting the enforcement of creditors’ rights generally, and is subject to the equitable and statutory powers of the courts to stay proceedings before them, to stay the

- 6 -

execution of judgments and to grant relief against forfeiture, and also subject to general principles of equity (including requirements of good faith, fair dealing and reasonableness), and in particular no opinion is expressed as to the availability of the remedy of specific performance, injunctive relief or other equitable or discretionary remedies or defenses in any particular instance;

(b)

the Currency Act (Canada) precludes a court in Canada from giving a judgment in any currency other than Canadian currency, and such judgment may be based on a rate of exchange in existence on a day other than the day of payment of the judgment;

(c)

if a holder of the Notes were to declare all of the indebtedness of any Transaction Party under the Notes or the Subsidiary Guaranty to be forthwith due and payable by reason of the occurrence in the case of the Notes, of an Event of Default or in the case of the Subsidiary Guaranty, a default by Pengrowth, a holder of the Notes may be required to demand payment of such indebtedness and to give in the case of the Notes, Pengrowth, or in the case of the Subsidiary Guaranty, the Restricted Subsidiaries, a reasonable time to repay such indebtedness prior to taking any action to enforce its right to repayment or before exercising any of the rights and remedies expressed to be exerciseable by such holder in any of the Documents as a result of the occurrence of such Event of Default or such default (as the case may be);

(d)

the courts of Alberta may hold that a judgment on the Note Purchase Agreements would supersede the Note Purchase Agreements such that obligations set forth in Section 22.1 of the Note Purchase Agreements (currency of payments clause and indemnification) would not be held to survive such judgment;

(e)

the courts of Alberta may hold that a judgment on the Subsidiary Guaranty would supersede the Subsidiary Guaranty such that obligations set forth in Section 12.2 of the Subsidiary Guaranty (currency of payments clause and indemnification) would not be held to survive such judgment;

(f)

Section 6 of the Judgment Interest Act (Alberta) governs the rate of interest which a judgment debt bears and no opinion is expressed as to the enforceability of Section 22.7 of the Note Purchase Agreements which purports to waive such provision or Section 17 of the Subsidiary Guaranty which purports to waive such provision;

(g)

any requirement that interest (including all fees and costs of borrowing) be paid at an effective rate exceeding 60% per annum may contravene Section 347 of the Criminal Code (Canada) and may not be enforceable;

(h)

the Make-Whole Amount payable by Pengrowth pursuant to Section 12 of the Note Purchase Agreements, and the additional interest imposed upon Pengrowth as a “Default Rate” under the Note Purchase Agreements and the Notes, may be found to be irrecoverable on the grounds that they are penalties but such finding

- 7 -

would not itself prejudice the legality of any other provision of the Note Purchase Agreements or the Notes;

(i)

determinations or demands made by a holder of the Notes in the exercise of a discretion purported to be given to it under or by a Document may be unenforceable if made in an unreasonable or arbitrary fashion and may not be treated as conclusive notwithstanding contrary provisions in such Document;

(j)

provisions of any Document which purport to effect waivers of the benefit or protection of doctrines, principles or statutory provisions viewed by a court as based on public policy, and provisions which purport to exclude unwritten variations, amendments, waivers or consents, may not be enforceable;

(k)

with regard to Section 22.10 of the Note Purchase Agreements (severability clause), the question whether any provisions of the Note Purchase Agreements which may be invalid, illegal or unenforceable may be severed from the other provisions thereof in order to save those other provisions would be determined by a court in its discretion;

(l)

with regard to Section 18 of the Subsidiary Guaranty (severability clause), the question whether any provisions of the Subsidiary Guaranty which may be invalid, illegal or unenforceable may be severed from the other provisions thereof in order to save those other provisions would be determined by a court in its discretion;

(m)

no opinion is expressed in respect of any provision in the Subsidiary Guaranty purporting to make the Restricted Subsidiaries liable as a principal debtor, or requiring payment on the occurrence of a stay of proceedings in Section 13 of such Subsidiary Guaranty;

(n)

enforceability of rights of indemnity in any Document may be limited to the extent that any such indemnity is found by a court to indemnify a party against the consequences of an unlawful act, or is found to constitute a penalty;

(o)

the effectiveness of any provisions in any Document which purport to exculpate a party from a liability or duty otherwise owed by that party may be limited by law;

(p)

the ability to recover costs in connection with litigation generally is subject to the discretion of the courts, and legal fees are subject to taxation;

(q)

failure to exercise a right of action under any Document within applicable limitation periods may act as a bar to the enforcement of such rights at any time thereafter; and

(r)

we express no opinion as to compliance with the Personal Information Protection Act (Alberta) or any other privacy laws with respect to any provision in any

- 8 -

Document which purports to grant the holders of the Notes or any other person access to books, records, correspondence or other information of any person.

Reliance

This opinion relates exclusively to the transactions described above. This opinion is rendered solely for the use of the addressees hereof and permitted assignees and participants of the holders of the Notes in accordance with the provisions of the Note Purchase Agreements and may not be relied on by any other parties for any other purpose without our prior written consent.

Yours truly,

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Form of Opinion of Special Counsel to the Purchasers

(Delivered to Purchasers only)

Exhibit 4.4(b)

Initial Subsidiary Guarantors

NAL Energy Corporation, an Alberta corporation.

NAL Canada West Inc., an Alberta corporation.

NAL Properties Inc., an Alberta corporation.

Schedule 2.2

Restricted Subsidiaries of the Company and Ownership of Restricted Subsidiary or Unrestricted Subsidiary Stock

Pursuant to Section 5.4(a)(i)

Restricted Subsidiaries of the Company:

Name	Jurisdiction	Class(es) of Issued and Outstanding Capital Stock	Percentage Held by the Company and Each Other Subsidiary
NAL Energy Corporation	Alberta	Common	100% by Company
NAL Properties Inc.	Alberta	Common	100% by NAL Energy Corporation
NAL Canada West Inc.	Alberta	Common	100% by NAL Energy Corporation

Unrestricted Subsidiaries of the Company:

Name	Jurisdiction	Class(es) of Issued and Outstanding Capital Stock	Percentage Held by the Company and Each Other Subsidiary
Pengrowth U.S. Corporation	Delaware	Common	100% by Company
Startech Energy Corp.	Montana	Common	100% by NAL Energy Corporation

Schedule 5.4

Pursuant to Section 5.4(a)(ii)

Affiliates of the Company:

None.

[The remainder of this page intentionally left blank.]

5.4-2

Pursuant to Section 5.4(a)(iii)

Directors and Senior Officers of the Company:

Directors:

Kelvin B. Johnston Calgary, Alberta	Thomas A. Cumming Calgary, Alberta
Wayne K. Foo Calgary, Alberta	James D. McFarland Calgary, Alberta
Michael S. Parrett Aurora, Ontario	A. Terence Poole Calgary, Alberta
D. Michael G. Stewart Calgary, Alberta	Barry D. Stewart Calgary, Alberta
John B. Zaozirny Calgary, Alberta	Derek W. Evans Calgary, Alberta

Senior Officers:

Derek W. Evans	Christopher G. Webster
President and Chief Executive Officer	Chief Financial Officer

Robert W. Rosine	Douglas C. Bowles
Executive Vice President, Business Development	Vice President and Controller

James E.A. Causgrove	David P. Allen
Senior Vice President, Operations & Engineering	Vice President, Exploration

Gillian I. Basford	Stephen J. De Maio
Vice President, Human Resources	Vice President, In-Situ Oil Development and Operations

Dean Evans	Deric Orton
Vice President and Treasurer	Vice President Land

Andrew D. Grasby	Rebecca Greenan
Senior Vice President, General Counsel & Corporate Secretary	Vice President, Marketing

5.4-3

Frederic D. Kerr	Marlon J. McDougall
Vice President, Investor Relations	Chief Operating Officer

5.4-4

Financial Statements

Annual Consolidated Financial Statements of Pengrowth Energy Corporation for the fiscal years ended December 31, 2010 and December 31, 2011 and Unaudited Consolidated Financial Statements of Pengrowth Energy Corporation for the fiscal quarters ended March 31, 2012 and June 30, 2012.

Schedule 5.5

Use of Proceeds

For general corporate purposes, including to repay existing Debt.

Schedule 5.14

Existing Debt

1.Pursuant to the Bank Facilities:

(a) long term syndicate borrowing in an amount equal to Can. $547,000,000;

(b) operating line of credit drawn in an amount equal to Can. $8,000,000; and

2.Pursuant to prior agreements:

(a) Debt of the Company pursuant to senior notes in an amount equal to U.S. $902,000,000;

(b) Debt of the Company pursuant to senior notes in an amount equal to £50,000,000; and

Schedule 5.15

Environmental Matters

None.

Schedule 5.19

Exhibit 6.1(b)

Representation Letter

Canadian Purchasers

To: Pengrowth Energy Corporation (the “Corporation”)

And To: [Insert names of Canadian affiliates of agents.] (collectively, the “Agents”)

In connection with the purchase by the undersigned (the “Purchaser”) of notes in the capital of the Corporation (the “Notes”), the Purchaser hereby represents, warrants, covenants and certifies to the Corporation and the Agents:

1.The Purchaser is purchasing the Notes as principal for its own account;

2.The Purchaser is an “accredited investor” within the meaning of National Instrument 45-106 –Prospectus and Registration Exemptions of the Canadian Securities Administrators (“NI 45-106”), by virtue of satisfying the indicated criterion as set out in Schedule A to this Representation Letter (you must also initial Schedule A to this Representation Letter);

3.The Purchaser was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106; and

4.The Purchaser is aware that the certificates evidencing the Notes may be endorsed with, or the ownership statement issued under a direct registration system or other electronic book-entry system may bear a legend setting out resale restrictions under applicable securities laws in substantially the following form:

“Unless permitted under securities legislation, the holder of this security must not trade the security before the date that is 4 months and a day after the later of October 18, 2012”.

5.If it is a resident of or otherwise subject to applicable securities laws of Ontario, the Purchaser acknowledges that it has been notified by the Corporation: (i) of the delivery to the Ontario Securities Commission (the “OSC”) of the full name, residential address and telephone number of the Purchaser, the number and type of securities purchased, the total purchase price, the exemption relied upon and the date of distribution; (ii) that this information is being collected indirectly by the OSC under the authority granted to it in securities legislation; (iii) that this information is being collected for the purposes of the administration and enforcement of the securities legislation of Ontario; and (iv) that the Administrative Assistant to the Director of Corporate Finance can be contacted at Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario, M5H 3S8 or at (416) 593-3682 regarding any questions about the OSC’s indirect collection of this information.

Schedule 6.1(b)

Dated: ____________________________
	Print name of Purchaser

	By:
		Signature


		Print name of Signatory (if different from Purchaser)


		Title

Important: Please Initial Schedule A Where Applicable

6.1(b)-2

SCHEDULE A

Accredited Investor - (defined in National Instrument 45-106) (Initial the appropriate line)

		(a)	a Canadian financial institution, or a Schedule III bank,

		(b)	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada),

		(c)	a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary,

		(d)	a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador),

		(e)	an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d),

		(f)	the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada,

		(g)	a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec,

		(h)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government,

		(i)	a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada,

		(j)	an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000,

		(k)	an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year,

(l)	an individual who, either alone or with a spouse, has net assets of at least $5,000,000,

(m)	a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements,

(n)	an investment fund that distributes or has distributed its securities only to

	(i)	a person that is or was an accredited investor at the time of the distribution,

	(ii)	a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment], or 2.19 [Additional investment in investment funds], or

	(iii)	a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment],

(o)	an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt,

(p)	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be,

(q)	a person acting on behalf of a fully managed account managed by that person, if that person

	(i)	is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and

	(ii)	in Ontario, is purchasing a security that is not a security of an investment fund,

(r)	a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded,

6.1(b)-2

		(s)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function,

		(t)	a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors,

		(u)	an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser, or

		(v)	a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor.

NOTE: PLEASE SEE SCHEDULE B FOR DEFINITIONS FOR THE PURPOSES HEREOF.

6.1(b)-3

SCHEDULE B

FOR THE PURPOSES HEREOF:

(a) “affiliate” means an issuer that is affiliated with another issuer by reason of:

(i)one of them being the subsidiary of the other, or

(ii)each of them being controlled by the same person;

(b) “Canadian financial institution” means:

(i)an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or

(ii)a bank, loan corporation, trust Corporation, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;

(i)a member of the board of directors of a company or an individual who performs similar functions for a company, and

(ii)with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company;

(d) “eligibility adviser” means:

(i)a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed, and

(ii)in Saskatchewan and Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not

(A)have a professional, business or personal relationship with the issuer, or any of its directors, executive officer, founders, or control persons, and

(B)have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months;

(e) “executive officer” means, for an issuer, an individual who is:

(i)a chair, vice-chair or president,

(ii)a vice-president in charge of a principal business unit, division or function including sales, finance or production, or

(iii)performing a policy-making function in respect of the issuer;

(f) “financial assets” means:

(i)cash,

(ii)securities, or

(iii)a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;

(g) “foreign jurisdiction” means a country other than Canada or a political subdivision of a country other than Canada;

(h) “founder” means, in respect of an issuer, a person who:

(i)acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and

(ii)at the time of the distribution is actively involved in the business of the issuer;

(i) “fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction;

(j) “investment fund” means a mutual fund or a non-redeemable investment fund, and, for greater certainty in British Columbia includes an EVCC and a VCC (as such terms are defined in National Instrument 81-106 – Investment Fund Continuous Disclosure);

- 2 -

(k) “jurisdiction” means a province or territory of Canada except when used in the term foreign jurisdiction;

(l) “local jurisdiction” means the jurisdiction in which the Canadian securities regulatory authority is situate;

(m) “non-redeemable investment fund” means an issuer,

(i)whose primary purpose is to invest money provided by its securityholders,

(ii)that does not invest,

(A)for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund, or

(B)for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or a non-redeemable investment fund, and

(iii)that is not a mutual fund;

(n) “person” includes:

(i)an individual,

(ii)a corporation,

(iii)a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and

(iv)an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative;

(o) “regulator” means, for the local jurisdiction, the person described under National Instrument 14-101 - Definitions as defined under securities legislation of the local jurisdiction;

(p) “related liabilities” means:

(i)liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or

(ii)liabilities that are secured by financial assets;

(q) “spouse” means, an individual who:

- 3 -

(i)is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual,

(ii)is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or

(iii)in Alberta, is an individual referred to in paragraph (i) or (ii) above, or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta); and

(r) “subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

All monetary references are in Canadian Dollars.

- 4 -

Section	Heading	Page

Section 1.	Authorization of Notes	1

Section 2.	Sale and Purchase of Notes	1
Section 2.1.	Sale and Purchase of Notes	1
Section 2.2.	Subsidiary Guaranty	2
Section 2.3.	Release of Subsidiary Guaranties	2

Section 3.	Closing	3

Section 4.	Conditions to Closing	4
Section 4.1.	Representations and Warranties	4
Section 4.2.	Performance; No Default	4
Section 4.3.	Compliance Certificates	5
Section 4.4.	Opinions of Counsel	5
Section 4.5.	Purchase Permitted by Applicable Law, Etc.	5
Section 4.6.	Sale of Other Notes	6
Section 4.7.	Payment of Special Counsel Fees	6
Section 4.8.	Private Placement Numbers	6
Section 4.9.	Changes in Legal Structure	6
Section 4.10.	Certain Agreements	6
Section 4.11.	Funding Instructions	6
Section 4.12.	Representation Letter	6
Section 4.13.	Proceedings and Documents	6

Section 5.	Representations and Warranties	6
Section 5.1.	Organization; Power and Authority	7
Section 5.2.	Authorization, Etc.	7
Section 5.3.	Disclosure	7
Section 5.4.	Organization and Ownership of Shares of Restricted Subsidiaries or Unrestricted Subsidiaries; Affiliates	7
Section 5.5.	Financial Statements	8
Section 5.6.	Compliance with Laws, Other Instruments, Etc	8
Section 5.7.	Governmental Authorizations, Etc.	9
Section 5.8.	Litigation; Observance of Agreements, Statutes and Orders	9
Section 5.9.	Taxes	9
Section 5.10.	Title to Property; Leases	9
Section 5.11.	Licenses, Permits, Etc.	10
Section 5.12.	Compliance with Pension Laws	10
Section 5.13.	Private Offering by the Company	10
Section 5.14.	Use of Proceeds; Margin Regulations	11

Section 5.15.	Existing Debt; Future Liens	11
Section 5.16.	Foreign Assets Control Regulations, Etc.	11
Section 5.17.	Status under Certain Statutes	12
Section 5.18.	Notes Rank Pari Passu	12
Section 5.19.	Environmental Matters	12

Section 6.	Representations of the Purchaser	13
Section 6.1.	Purchase for Investment	13
Section 6.2.	Source of Funds	14

Section 7.	Information as to the Company	16
Section 7.1.	Financial and Business Information	16
Section 7.2.	Officer’s Certificate	19
Section 7.3.	Inspection	20

Section 8.	Prepayment of the Notes	20
Section 8.1.	Required Prepayments	20
Section 8.2.	Optional Prepayments	20
Section 8.3.	Redemption for Reasons of Taxation	21
Section 8.4.	Allocation of Partial Prepayments	21
Section 8.5.	Maturity; Surrender, Etc.	22
Section 8.6.	Purchase of Notes	22
Section 8.7.	Make-Whole Amount	22
Section 8.8.	Change in Control	25

Section 9.	Affirmative Covenants	26
Section 9.1.	Compliance with Law	26
Section 9.2.	Insurance	26
Section 9.3.	Maintenance of Properties	27
Section 9.4.	Payment of Taxes and Claims	27
Section 9.5.	Legal Existence, Etc.	27
Section 9.6.	Nature of Business	27
Section 9.7.	Notes to Rank Pari Passu	27
Section 9.8.	Designation of Restricted Subsidiaries	28
Section 9.9.	Guaranty by Subsidiaries	28

Section 10.	Negative Covenants	30
Section 10.1.	Interest Coverage Ratio	30
Section 10.2.	Consolidated Total Debt to Capitalization Ratio	30
Section 10.3.	Limitation on Debt	30
Section 10.4.	Limitation on Liens	30
Section 10.5.	Restricted Payments	34
Section 10.6.	Mergers and Consolidations	35
Section 10.7.	Sale of Assets	36

Section 10.8.	Transactions with Affiliates	39
Section 10.9.	Terrorism Sanctions Regulations	39

Section 11.	Events of Default	39

Section 12.	Remedies on Default, Etc.	42
Section 12.1.	Acceleration	42
Section 12.2.	Other Remedies	43
Section 12.3.	Rescission	43
Section 12.4.	No Waivers or Election of Remedies, Expenses, Etc.	43

Section 13.	Registration; Exchange; Substitution of Notes	43
Section 13.1.	Registration of Notes	43
Section 13.2.	Transfer and Exchange of Notes	44
Section 13.3.	Replacement of Notes	44

Section 14.	Payments on Notes	45
Section 14.1.	Place of Payment	45
Section 14.2.	Home Office Payment	45
Section 14.3.	Payment Free and Clear of Taxes	45

Section 15.	Expenses, Etc.	47
Section 15.1.	Transaction Expenses	47
Section 15.2.	Survival	47

Section 16.	Survival of Representations and Warranties; Entire Agreement	47

Section 17.	Amendment and Waiver	48
Section 17.1.	Requirements	48
Section 17.2.	Solicitation of Holders of Notes	48
Section 17.3.	Binding Effect, Etc.	49
Section 17.4.	Notes Held by Company, Etc.	49

Section 18.	Notices	49

Section 19.	Reproduction of Documents	50

Section 20.	Confidential Information	50

Section 21.	Substitution of Purchaser	51

Section 22.	Miscellaneous	51
Section 22.1.	Currency of Payments, Indemnification	51
Section 22.2.	Time	53
Section 22.3.	Maximum Rate	53
Section 22.4.	Accrual	53
Section 22.5.	Interest Act	53
Section 22.6.	Deemed Reinvestment	53
Section 22.7.	Judgment Interest	53
Section 22.8.	Successors and Assigns	53
Section 22.9.	Payments Due on Non-Business Days	54
Section 22.10.	Accounting Terms and Changes to GAAP	54
Section 22.11.	Severability	55
Section 22.12.	Construction	55
Section 22.13.	Counterparts	56
Section 22.14.	Governing Law	56
Section 22.15.	Submission to Jurisdiction	56
Section 22.16.	Exchange Rate	56

Signature		1

	ACCOUNT INFORMATION REDACTED

	Destination Bank:	xxxxxxxx
		xxxxxxxx
		xxxxxxxx
		xxxxxxxx
		xxxxxxxx

	Pay to Bank:	xxxxxxxx
		xxxxxxxx
		xxxxxxxx
		xxxxxxxx

	For further credit to:	Pengrowth Energy Corporation
		2100 222 3rd Avenue SW
		Calgary, AB
		Canada

		xxxxxxxx
		xxxxxxxx
		xxxxxxxx

	Bank:	xxxxxxxx
	Transit:	xxxxxxxx
	Account:	xxxxxxxx
	Swift:	xxxxxxxx

	Institution:	xxxxxxxx

	Branch:	xxxxxxxx
	Address:	xxxxxxxx



	Beneficiary:	Pengrowth Energy Corporation;

	Bank#	xxxxxxxx
	Transit#	xxxxxxxx
	Account#	xxxxxxxx
	SWIFT:	xxxxxxxx

	Institution:	xxxxxxxx
	Branch:	xxxxxxxx
	Address:	xxxxxxxx



	Beneficiary:	Pengrowth Energy Corporation.

Very truly yours,


Pengrowth Energy Corporation


By	“Chris Webster”
	Its Chris Webster
	Chief Financial Officer


By	“Dean Evans”
	Its Dean Evans
	Treasurer