6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 Under the

Securities Exchange Act of 1934

For the month of December 2021

Commission File Number: 1-32754

BAYTEX ENERGY CORP.

(Exact name of registrant as specified in its charter)

2800, 520 – 3rd AVENUE S.W.

CALGARY, ALBERTA, CANADA

T2P 0R3

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

        Form 20-F    o     Form 40-F    S

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted

by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted

by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

    Yes o         No    S

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

The following document attached as an exhibit hereto is incorporated by reference herein:

Exhibit No.	Document
99.1	Fifth Amending Agreement dated April 1, 2021
99.2	Sixth Supplemental Indenture dated July 27, 2021

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BAYTEX ENERGY CORP.

____/s/ Rodney D. Gray___________

Name: Rodney D. Gray

Title:     Executive Vice President and

Chief Financial Officer

Dated: December 13, 2021

EX-99.1

Execution Version

FIFTH AMENDING AGREEMENT

THIS AGREEMENT is made as of April 1, 2021

BETWEEN:

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

OF THE FIRST PART,

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THE BANK OF NOVA SCOTIA, a Canadian chartered bank, as agent of the Lenders (hereinafter referred to as the "Agent"),

OF THE SECOND PART.

WHEREAS the parties hereto have agreed to amend and supplement certain provisions of the Credit Agreement as hereinafter set forth to implement an amendment to the Credit Agreement that had been intended in connection with the Third Amending Agreement;

AND WHEREAS the Lenders have consented to the amendment to the Credit Agreement to be effected by this Agreement;

AND WHEREAS this Agreement is executed by the Agent, for and on behalf of itself and the Lenders;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby conclusively acknowledged by each of the parties hereto, the parties hereto covenant and agree as follows:

1Interpretation

1.1In this Agreement and the recitals hereto, unless something in the subject matter or context is inconsistent therewith:

"Agreement" means this fifth amending agreement, as amended, modified, supplemented or restated from time to time.

"Amended Credit Agreement" means the Credit Agreement, as amended by this Agreement.

"Credit Agreement" means the amended and restated credit agreement made as of June 4, 2014 and amended and restated as of March 31, 2016 between the Borrowers, the Lenders and the Agent, as amended by a first amending agreement made as of April 25, 2018, a second amending agreement made as of August 22, 2018, the Third Amending Agreement and a fourth amending agreement made as of March 2, 2020.

"Third Amending Agreement" means the third amending agreement made as of May 2, 2019 among the Borrowers, the Lenders and the Agent.

1.2Capitalized terms used herein without express definition shall have the same meanings herein as are ascribed thereto in the Credit Agreement.

1.3The division of this Agreement into Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Unless the

context otherwise requires, references herein to "Sections" are to Sections of this Agreement. The terms "this Agreement", "hereof", "hereunder" and similar expressions refer to this Agreement and not to any particular Section or other portion hereof and include any agreements supplemental hereto.

1.4This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.

2Amendments and Supplements to Credit Agreement

2.1With retroactive effect, concurrent with the effectiveness of the Third Amending Agreement, the Credit Agreement is hereby amended by:

(a)deleting Section 2.3(3) of the Credit Agreement in its entirety;

(b)deleting the reference to “and subject to the limitations set forth in Section 2.3(3)” in each of Section 10.1(o) and Section 10.4(b) of the Credit Agreement, respectively; and

(c)deleting the reference to “2.3(3)” in Section 16.10(a)(vi) of the Credit Agreement.

3Representations and Warranties

Each Borrower (in the case of the U.S. Borrower, with respect to subparagraphs (a), (b), (c) and (e) of this Section 3 only) hereby represents and warrants as follows to each Lender and the Agent and acknowledges and confirms that each Lender and the Agent is relying upon such representations and warranties:

(a)Capacity, Power and Authority

(i)It is duly amalgamated or incorporated, as the case may be, and is validly subsisting under the laws of its jurisdiction of amalgamation or incorporation, as the case may be, and has all the requisite corporate capacity, power and authority to carry on its business as presently conducted and to own its property; and

(ii)It has the requisite corporate capacity, power and authority to execute and deliver this Agreement and the Confirmation.

(b)Authorization; Enforceability

It has taken or caused to be taken all necessary action to authorize, and has duly executed and delivered, this Agreement and the Confirmation, and each of this Agreement, the Amended Credit Agreement and the Confirmation is a legal, valid and binding obligation of it enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, winding up, insolvency, moratorium or other laws of general application affecting the enforcement of creditors' rights generally and to the equitable and statutory powers of the courts having jurisdiction with respect thereto.

(c)Compliance with Other Instruments

The execution, delivery and performance by it of this Agreement and the Confirmation and the consummation of the transactions contemplated herein and therein do not conflict with, result in any breach or violation of, or constitute a default under the terms, conditions or provisions of its articles, by-laws or other constating documents or any unanimous shareholder agreement relating to it, or of any law, regulation, judgment, decree or order binding on or applicable to it or to which its property is subject or of any material agreement, lease, licence, permit or other instrument to which it or any of its Subsidiaries is a party or is otherwise bound or by which any of them benefits or to which any of their property is subject and do not require the consent or approval of any Governmental Authority or any other party.

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(d)Credit Agreement Representations and Warranties

Each of the representations and warranties of the Canadian Borrower set forth in Section 9.1 of the Credit Agreement is true and accurate in all material respects as of the date hereof (and in all respects if any such representation or warranty is already qualified by materiality) other than any such representations and warranties which expressly speak of an earlier date.

(e)No Default

No Default or Event of Default has occurred or is continuing or shall result from or exist immediately after the coming into effect of the amendments and supplements to the Credit Agreement contemplated hereby.

The representations and warranties set out in this Agreement shall survive the execution and delivery of this Agreement and the making of each Drawdown, notwithstanding any investigations or examinations which may be made by or on behalf of the Agent, the Lenders or Lenders' Counsel. Such representations and warranties shall survive until the Credit Agreement has been terminated.

4Condition Precedent

The amendments and supplements to the Credit Agreement contained herein shall be effective upon the execution of this Agreement by the Borrowers and the Agent, with retroactive effect, concurrent with the effectiveness of the Third Amending Agreement.

5Confirmation of Credit Agreement and other Documents

The Credit Agreement and the other Documents to which the Borrowers are a party and all covenants, terms and provisions thereof, except as expressly amended and supplemented by this Agreement, shall be and continue to be in full force and effect and the Credit Agreement, as amended and supplemented by this Agreement, and each of the other Documents to which the Borrowers are a party is hereby ratified and confirmed and shall from and after the date hereof continue in full force and effect as herein amended and supplemented, with such amendments and supplements being effective from and as of the date hereof upon satisfaction of the condition precedent set forth in Section 4 hereof.

6Further Assurances

The parties hereto shall from time to time do all such further acts and things and execute and deliver all such documents as are required in order to effect the full intent of and fully perform and carry out the terms of this Agreement.

7Enurement

This Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.

8Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. Delivery of an executed counterpart of a signature page of this Agreement by PDF or by otherwise sending a scanned copy by electronic mail shall be effective as delivery of manually executed counterpart of this Agreement.

9Electronic Execution

The words “execution,” “execute, “ “executed,” “signed,” “signature,” and words of like import in this Agreement, or in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby, shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Agent, or

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the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in (a) Parts 2 and 3 of the Personal Information Protection and Electronic Documents Act (Canada), the Electronic Commerce Act, 2000 (Ontario), the Electronic Transaction Acts (British Columbia), the Electronic Transactions Act (Alberta), or any other similar laws based on the Uniform Electronic Commerce Act of the Uniform Law Conference of Canada or (b) any other applicable law.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above.

BORROWERS:

BAYTEX ENERGY CORP.
By:	“Signed”
	Name: Title:
By:	“Signed”
	Name: Title:

[Signature Page to Fifth Amendment – Revolving ARCA (Baytex)]

BAYTEX ENERGY USA, INC.
By:	“Signed”
	Name: Title:
By:
	Name: Title:

[Signature Page to Fifth Amendment – Revolving ARCA (Baytex)]

AGENT:
THE BANK OF NOVA SCOTIA, in its capacity as the Agent for and on behalf of the Lenders
By:	“Signed”
	Name:
	Title:
By:	“Signed”
	Name:
	Title:

[Signature Page to Fifth Amending Agreement]

EX-99.2

    Execution Version

SIXTH SUPPLEMENTAL INDENTURE

SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 27, 2021, among Baytex Energy Corp., an Alberta Canada corporation (the “Company”), the guarantors from time to time party thereto (the “Guarantors”) and Computershare Trust Company, N.A., a national banking association, as trustee under the Indenture referred to herein (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee an indenture (as amended and supplemented, the “Indenture”), dated as of June 6, 2014, relating to the 5.625% Senior Notes due 2024 (the “Securities”) of the Company, US$394,200,000 of which Securities are outstanding as of the date hereof;

WHEREAS, Section 9.2 of the Indenture provides that the Company, the Guarantors and the Trustee may amend the Indenture with the consent of the holders of at least a majority in principal amount of the then outstanding Securities (the “Requisite Consents”);

WHEREAS, pursuant to a consent agreement, dated as of July 27, 2021, between a holder of a majority in principal amount of the outstanding Securities and the Company (the “ConsentAgreement”), such holder has validly provided its consent to the adoption of the amendments to the Indenture and the Securities specified below and thus the Requisite Consents have been received;

WHEREAS, having received the Requisite Consents, pursuant to Section 9.2 of the Indenture, the Company, the Guarantors and the Trustee desire to amend the Indenture;

WHEREAS, the Company has delivered to the Trustee, in accordance with Section 9.5 of the Indenture, (i) an Officers’ Certificate and (ii) an Opinion of Counsel stating that the execution of this Supplemental Indenture is authorized or permitted by the Indenture; and

    WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture.

NOW THEREFORE, to comply with the provisions of the Indenture and in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:

1.     Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.     Amendments.

(a)    Section 1.1 of the Indenture is hereby amended by adding the following definition:

“Commercial Lending Institution” means commercial banks engaged in oil and gas lending in the ordinary course of their respective businesses and includes any investment bank, insurance company, credit union, savings and loan association and any government-owned entity (such as Alberta Treasury Branches and Export Development Canada) which from time to time extends credit on terms and conditions similar to any of the foregoing, and includes any assignee of any of the foregoing which is not otherwise a Commercial Lending Institution provided the assignee is either an Affiliate of the assigning

Commercial Lending Institution or a fund managed or administered by the assigning Commercial Lending Institution or an Affiliate thereof and, in eachcase, the assigning Commercial Lending Institution shall remain liable for the obligations so assigned.

(b)    The definition of “Credit Agreement” in Section 1.1 of the Indenture is hereby amended by deleting such definition and replacing it entirely as follows:

“Credit Agreement” means, collectively, (1) the amended and restated credit agreement, dated as of August 22, 2018, as amended by a first amending agreement made as of May 2, 2019, and (2) the amended and restated credit agreement made as of June 4, 2014 and amended and restated as of March 31, 2016, as amended by a first amending agreement made as of April 25, 2018, a second amending agreement made as of August 22, 2018, a third amending agreement made as of May 2, 2019, a fourth amending agreement made as of March 2, 2020, and a fifth amending agreement made as of April 1, 2021, each by and among the borrowers thereunder and the Commercial Lending Institutions that are agents and lenders thereunder, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise and whether with the original lenders or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

(c)    The definition of “Credit Facilities” in Section 1.1 of the Indenture is hereby amended by deleting such definition and replacing it entirely as follows:

“Credit Facilities” means, with respect to the Company or any Guarantor, one or more debt facilities, commercial paper facilities, loan agreements or other financing arrangements (including the Credit Agreement, but excluding debt securities), providing for revolving credit loans, term loans, receivables financings (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit or letter of credit guarantees, the majority of which are as of the date of the closing of such facilities or agreements, provided by Commercial Lending Institutions, as such facilities or agreements are amended, restated, modified, supplemented, extended, renewed, refunded, replaced or refinanced in whole or in part from time to time; provided that any agreement or instrument other than the Credit Agreement must be designated in an Officers’ Certificate delivered to the Trustee by the Company as a “Credit Facility” for purposes of the Indenture in order to be a Credit Facility within the meaning of this definition.

(d)    Items (1) and (3) of the definition of “Permitted Liens” in Section 1.1 of the Indenture are hereby amended by deleting such items and replacing them entirely as follows:

(1) Liens to secure Indebtedness and other obligations under any Credit Facility incurred in accordance with clause (1) or clause (17) of the definition of Permitted Indebtedness;

(3) Liens on any property or assets of a Person existing at the time such Person became a Restricted Subsidiary of the Company or such Person is merged, consolidated or amalgamated with or into the

2

Company or any Restricted Subsidiary of the Company, provided that such Liens were in existence prior to and not incurred in the contemplation of such Person becoming a Restricted Subsidiary of the Company or such merger, consolidation or amalgamation and do not extend to any property or assets other than those of the Person that becomes a Restricted Subsidiary of the Company or is merged, consolidated or amalgamated with or into the Company or the Restricted Subsidiary (and additions, accessions, improvements and replacements and customary deposits in connection therewith and proceeds, insurance, distributions and products of the foregoing);

(e) Sections 4.3(b)(1) and 4.3(b)(17) of the Indenture are hereby amended by deleting such Sections their entirety and replacing them to read as follows:

(1) the incurrence by the Company and any Guarantor of Indebtedness under Credit Facilities; provided that the aggregate principal amount of all Indebtedness of the Company and the Guarantors outstanding at any time under this clause (1) under all Credit Facilities after giving effect to such incurrence does not exceed an amount equal to the greater of (a) U.S. $1,000 million and (b) 30.0% of ACNTA of the Company determined as of the date of incurrence of such Indebtedness after giving pro forma effect to such incurrence and the application of proceeds therefrom;

(17) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in addition to Indebtedness permitted by clauses (1) through (16) above of this Section 4.3(b) or Section 4.3(a) in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease, discharge or otherwise retire for value any Indebtedness incurred pursuant to this clause (17), not to exceed the greater of (a) U.S.$75.0 million and (b) 1.5% of the Company’s ACNTA, determined as of the date of incurrence of such Indebtedness after giving pro forma effect to such incurrence and the application of the proceeds therefrom.

3.     Execution and Delivery. This Supplemental Indenture shall become effective immediately upon its execution and delivery by the Company, the Guarantors and the Trustee.

4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.    

5. NEW YORK LAW TO GOVERN. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE AND ENFORCE THIS SUPPLEMENTAL INDENTURE, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

6.     Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same

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agreement. This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument.

7.     Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

8.     The Trustee. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

BAYTEX ENERGY CORP.		BAYTEX ENERGY USA, INC.
By:	“Signed”	By:	“Signed”
	Rodney D. Gray Executive Vice President and Chief Financial Officer
By:	“Signed”
	Chad Kalmakoff Vice President, Finance
BAYTEX ENERGY LTD.		BAYTEX USA DEVELOPMENT, LLC
By:	“Signed”	By:	“Signed”
	Rodney D. Gray Executive Vice President and Chief Financial Officer
By:	“Signed”
	Chad Kalmakoff Vice President, Finance

[Signature page to Supplemental Indenture]

BTE ENERGY (LP) LTD.		BAYTEX ENERGY LIMITED PARTNERSHIP, by its general partner, BAYTEX ENERGY LTD.
By:	“Signed”	By:	“Signed”
	Rodney D. Gray Executive Vice President and Chief Financial Officer		Rodney D. Gray Executive Vice President and Chief Financial Officer
By:	“Signed”	By:	“Signed”
	Chad Kalmakoff Vice President, Finance		Chad Kalmakoff Vice President, Finance

BTE HOLDINGS S.À R.L. société à responsabilité limitée registered office: 25, Allée Scheffer, L-2520, Luxembourg, Grand Duchy of Luxembourg RCS number: B 186 760
By:	“Signed”
	Paul de Haan Authorized Signatory

BAYTEX COMMERCIAL TRUST 1,

BAYTEX COMMERCIAL TRUST 2,

BAYTEX COMMERCIAL TRUST 3,

BAYTEX COMMERCIAL TRUST 4,

BAYTEX COMMERCIAL TRUST 5,

BAYTEX COMMERCIAL TRUST 6,

BAYTEX COMMERCIAL TRUST 7, by their manager, 1828848 Alberta LTD.

[Signature page to Supplemental Indenture]

By:	“Signed”
	Rodney D. Gray Executive Vice President and Chief Financial Officer
By:	“Signed”
	Chad Kalmakoff Vice President, Finance
COMPUTERSHARE TRUST COMPANY, N.A., as Trustee By: “Signed” Authorized Signatory

[Signature page to Supplemental Indenture]