Harvest Operations Corp.: Exhibit 4.11 - Filed by newsfilecorp.com





EXECUTION VERSION 

 

HARVEST OPERATIONS CORP. 

  as Borrower 

- and - 

BANK OF AMERICA, N.A., CANADA BRANCH 

  as Administrative Agent 

- and - 

THOSE FINANCIAL INSTITUTIONS WHICH 

  ARE OR HEREAFTER BECOME LENDERS 

  UNDER THIS AGREEMENT 

with 

  MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED 

  BARCLAYS BANK PLC, 

  HSBC BANK CANADA, 

  THE ROYAL BANK OF SCOTLAND N.V., (CANADA) BRANCH 

  as Co-Lead Arrangers and Joint Bookrunners 

 

March 14, 2013 

CREDIT AGREEMENT 




TABLE OF CONTENTS

	  	  	Page 
	  	  	  
	  	  	  
	ARTICLE 1 	INTERPRETATION 	1 
	                 
       1.1 	Definitions 	1 
	             
           1.2 	Headings 	1 
	                 
       1.3 	Subdivisions 	1 
	             
           1.4 	Number 	2 
	                 
       1.5 	Statutes, Regulations and Rules 	2 
	             
           1.6 	Monetary References 	2 
	                 
       1.7 	Time 	2 
	             
           1.8 	Governing Law 	2 
	                 
       1.9 	Enurement 	2 
	             
           1.10 	Amendments 	2 
	                 
       1.11 	No Waiver 	2 
	             
           1.12 	Severability 	3 
	                 
       1.13 	Inconsistency 	3 
	             
           1.14 	Accounting Terms and Principles 	3 
	                 
       1.15 	Schedules 	4 
	ARTICLE 2 	CREDIT FACILITY 	5 
	                 
       2.1 	The Credit Facility 	5 
	             
           2.2 	Drawdown Availability Period 	5 
	                 
       2.3 	Maturity Date 	5 
	             
           2.4 	Mandatory Repayment of Credit Facility 	5 
	                 
       2.5 	General Right to Prepay and Cancel 	5 
	             
           2.6 	Payments to Agent 	5 
	                 
       2.7 	Use of Proceeds 	6 
	ARTICLE 3 	ADVANCES 	6 
	                 
       3.1 	Types of Borrowing 	6 
	             
           3.2 	Interest and Fees 	6 
	                 
       3.3 	[Intentionally Deleted] 	6 
	             
           3.4 	Standby Fee 	6 
	                 
       3.5 	Agency Fee 	6 
	ARTICLE 4 	[INTENTIONALLY DELETED] 	6 
	ARTICLE 5 	FUNDING AND OTHER MECHANICS APPLICABLE TO THE CREDIT FACILITY
      	6 
	             
           5.1 	Funding of Advances 	6 
	                 
       5.2 	Notice Provisions 	7 
	             
           5.3 	Irrevocability 	7 
	                 
       5.4 	Rollover or Conversion of Borrowings 	7 
	             
           5.5 	Agent's Obligations 	8 
	                 
       5.6 	Lenders' Obligations 	8 
	             
           5.7 	[Intentionally Deleted] 	8 


-i- 




TABLE OF CONTENTS 

  (continued) 

	  	  	Page 
	  	  	  
	  	  	  
	             
           5.8 	[Intentionally Deleted] 	8 
	                 
       5.9 	. No Withholdings 	8 
	ARTICLE 6 	CONDITIONS PRECEDENT TO DRAWDOWN 	8 
	                 
       6.1 	Conditions Precedent to Effectiveness 	8 
	             
           6.2 	Conditions Precedent to First Drawdown 	9 
	                 
       6.3 	Conditions Precedent to all Drawdowns 	10 
	ARTICLE 7 	CALCULATION OF INTEREST AND FEES 	10 
	                 
       7.1 	Records 	10 
	             
           7.2 	Payment of Interest and Fees 	10 
	                 
       7.3 	[Intentionally Deleted] 	11 
	             
           7.4 	[Intentionally Deleted] 	11 
	                 
       7.5 	[Intentionally Deleted] 	11 
	             
           7.6 	Maximum Rate of Return 	11 
	                 
       7.7 	Waiver of Judgment Interest Act (Alberta) 	12 
	             
           7.8 	Deemed Reinvestment Not Applicable 	12 
	ARTICLE 8 	GENERAL PROVISIONS RELATING TO LIBOR BASED LOANS 	12 
	             
           8.1 	General 	12 
	                 
       8.2 	Early Termination of LIBOR Periods 	12 
	             
           8.3 	Market Disruption Respecting LIBOR Based Loans 	12 
	ARTICLE 9 	[INTENTIONALLY DELETED] 	13 
	ARTICLE 10 	[INTENTIONALLY DELETED] 	13 
	ARTICLE 11 	INCREASED COSTS 	13 
	             
           11.1 	Changes in Law 	13 
	                 
       11.2 	Assignment of Affected Borrowing 	15 
	             
           11.3 	Illegality 	15 
	ARTICLE 12 	EXPENSES 	16 
	             
           12.1 	Expenses 	16 
	ARTICLE 13 	REPRESENTATIONS AND WARRANTIES 	16 
	             
           13.1 	Representations and Warranties 	16 
	                 
       13.2 	Acknowledgement 	20 
	             
           13.3 	Survival and Inclusion 	20 
	ARTICLE 14 	COVENANTS 	20 
	             
           14.1 	Reporting Covenants 	20 
	                 
       14.2 	Affirmative Covenants 	22 
	             
           14.3 	[Intentionally Deleted] 	24 
	                 
       14.4 	Negative Covenants 	24 
	ARTICLE 15 	DESIGNATION OF RESTRICTED SUBSIDIARIES 	27 


-ii- 




TABLE OF CONTENTS 

  (continued) 

	  	  	Page 
	  	  	  
	  	  	  
	             
           15.1 	Designation of Non-Restricted/Restricted Subsidiaries 	27 
	ARTICLE 16 	INDEMNITY OF BORROWER 	27 
	             
           16.1 	Indemnity of Borrower 	27 
	                 
       16.2 	Right to Defend 	28 
	ARTICLE 17 	REORGANIZATION 	28 
	                 
       17.1 	Successor Harvest Party 	28 
	ARTICLE 18 	EVENTS OF DEFAULT 	29 
	                 
       18.1 	Event of Default 	29 
	             
           18.2 	Remedies 	32 
	                 
       18.3 	Waivers 	32 
	ARTICLE 19 	CONFIDENTIALITY 	32 
	                 
       19.1 	Exchange and Confidentiality of Information 	32 
	ARTICLE 20 	ASSIGNMENT 	34 
	                 
       20.1 	Assignment of Interests 	34 
	             
           20.2 	Assignment by the Lenders 	34 
	                 
       20.3 	Effect of Assignment 	34 
	             
           20.4 	Participations 	34 
	ARTICLE 21 	ADMINISTRATION OF THE CREDIT FACILITY 	35 
	             
           21.1 	Appointment and Authority 	35 
	                 
       21.2 	Rights as a Lender 	35 
	             
           21.3 	Exculpatory Provisions 	36 
	                 
       21.4 	Reliance by Agent 	37 
	             
           21.5 	Delegation of Duties 	37 
	                 
       21.6 	Resignation of Agent 	37 
	             
           21.7 	Non-Reliance on Agent and Other Lenders 	38 
	                 
       21.8 	No Other Duties, Etc 	38 
	             
           21.9 	Agent May File Proofs of Claim 	39 
	                 
       21.10 	Procedure for Making Advances 	39 
	             
           21.11 	Remittance of Payments 	40 
	                 
       21.12 	Adjustments Among Lenders 	41 
	             
           21.13 	Indemnification 	42 
	                 
       21.14 	Agent May Perform Covenants 	42 
	             
           21.15 	Nature of Obligations under this Agreement 	42 
	                 
       21.16 	Lender Consent 	43 
	             
           21.17 	[Intentionally Deleted] 	44 
	                 
       21.18 	Cash Collateral and Withholding from a Defaulting Lender
      	44 
	             
           21.19 	Funding Where there is a Defaulting Lender 	45 


-iii- 




TABLE OF CONTENTS 

  (continued) 

	  	  	Page 
	  	  	  
	  	  	  
	ARTICLE 22 	MISCELLANEOUS 	46 
	                 
       22.1 	Notices 	46 
	             
           22.2 	Telephone Instructions 	48 
	                 
       22.3 	No Partnership, Joint Venture or Agency 	48 
	             
           22.4 	Judgment Currency 	48 
	                 
       22.5 	General Indemnity 	49 
	             
           22.6 	Further Assurances 	49 
	                 
       22.7 	Waiver of Laws 	49 
	             
           22.8 	Attornment and Waiver of Jury Trial 	49 
	                 
       22.9 	Interest on Payments in Arrears 	49 
	             
           22.10 	Payments Due on Banking Day 	50 
	                 
       22.11 	Application of Proceeds 	50 
	             
           22.12 	Anti-Money Laundering Legislation 	51 
	                 
       22.13 	Replacement of a Lender 	52 
	             
           22.14 	Counterparts 	53 
	                 
       22.15 	Whole Agreement 	53 


-iv- 




CREDIT AGREEMENT 

           
  THIS AGREEMENT made effective the 14th day of March, 2013 

AMONG: 

HARVEST OPERATIONS CORP., 

  as Borrower 

- and - 

BANK OF AMERICA, N.A.,CANADA BRANCH, 

  as Administrative Agent 

- and - 

THOSE FINANCIAL INSTITUTIONS WHICH 

  ARE OR HEREAFTER BECOME LENDERS 

  UNDER THIS AGREEMENT 

PREAMBLE 

            WHEREAS
  the Borrower has requested and the Lenders have agreed to provide the Credit
  Facility on the terms and conditions and for the purposes set out in this Agreement;


            AND
  WHEREAS Bank of America has agreed to act as Agent for the Lenders
  on the terms and conditions and for the purposes set out in this Agreement.


AGREEMENT 

            In
  consideration of the covenants and agreements between the Parties contained
  in this Agreement and other good and valuable consideration, the receipt and
  sufficiency of which are hereby acknowledged, the Parties agree as follows:


ARTICLE 1 

  INTERPRETATION 

1.1    Definitions. Capitalized
  words and phrases used in the Documents, the Schedules hereto and in all notices
  and communications expressed to be made pursuant to this Agreement will have
  the meanings set out in Schedule A, unless otherwise defined in any of the Documents.


1.2    Headings. Headings,
  subheadings and the table of contents contained in any of the Documents are
  inserted for convenience of reference only and will not affect the construction
  or interpretation of any of the Documents. 

1.3    Subdivisions. Unless
  otherwise stated, reference herein to a Schedule or to an Article, Section,
  paragraph or other subdivision is a reference to such Schedule to this Agreement
  or such Article, Section, paragraph or other subdivision of this Agreement.
  Reference in Schedule A to a Schedule or to an Article, Section, paragraph or
  other subdivision of “this Agreement” is a reference to such Schedule
  or Article, Section, paragraph or other subdivision of this Agreement. 




- 2 - 

1.4    Number. Wherever
  the context in any of the Documents so requires, a term used herein importing
  the singular will also include the plural and vice versa. 

1.5    Statutes, Regulations and Rules.
  Any reference in any of the Documents to all or any section or
  paragraph or any other subdivision of any Law will, unless otherwise expressly
  stated, be a reference to that Law or the relevant section or paragraph or other
  subdivision thereof, as amended, substituted, replaced or re-enacted from time
  to time. 

1.6    Monetary References. Whenever
  an amount of money is referred to in any of the Documents, such amount will,
  unless otherwise expressly stated, be in Canadian Dollars. 

1.7    Time. Time
  will be of the essence of the Documents. 

1.8    Governing Law. The
  Documents will be governed by and construed in accordance with the Laws in force
  in the Province of Alberta from time to time. 

1.9    Enurement. The
  Documents will be binding upon and will enure to the benefit of the Parties
  and their respective successors and permitted assigns. 

1.10   Amendments. No Document
  may be amended orally and, subject to Sections 1.11(a), 21.16 and 22.1(f) any
  amendment may only be made by way of an instrument in writing signed by the
  Parties. 

1.11   No Waiver. 

	 	(a) 	 Subject to Sections 1.11(c) and 21.16(a), no waiver
        by a Party of any provision or of the breach of any provision of any of
        the Documents will be effective unless it is contained in a written instrument
        duly executed by an authorized officer or representative of such Party.
        Such written waiver will affect only the matter specifically identified
        in the instrument granting the waiver and will not extend to any other
        matter, provision or breach.

	 	 	 
	 	(b) 	 The failure of a Party to take any steps in exercising
        any right in respect of the breach or non-fulfilment of any provision
        of any of the Documents will not operate as a waiver of that right, breach
        or provision, nor will any single or partial exercise of any right preclude
        any other or future exercise of that right or the exercise of any other
        right, whether in Law or otherwise.

	 	 	 
	 	(c) 	 Acceptance of payment by a Party after a breach or non-fulfilment
        of any provision of any of the Documents requiring a payment to such Party
        will constitute a waiver of such provision if cured by such payment, but
        will not constitute a waiver or cure of any other provision of any of
        the Documents.








- 3 - 

1.12   Severability. If the
  whole or any portion of the Documents or the application thereof to any circumstance
  will be held invalid or unenforceable to an extent that does not affect the
  operation of the Document in question in a fundamental way, the remainder of
  the provision in question, or its application to any circumstance other than
  that to which it has been held invalid or unenforceable, and the remainder of
  the Document in question, will not be affected thereby and will be valid and
  enforceable to the fullest extent permitted by Law.

1.13   Inconsistency. To the
  extent that there is any inconsistency or ambiguity between the provisions of
  this Agreement and any other Document, the provisions of this Agreement will
  govern to the extent necessary to eliminate such inconsistency or ambiguity.


1.14   Accounting Terms and Principles.

	 	(a) 	 Except as otherwise expressly provided, all
        accounting terms, principles and calculations applicable to the Credit
        Facility will be interpreted, applied and calculated, as the case may
        be, in accordance with GAAP.

	 	 	 	 
	 	(b) 	 If:

	 	 	 	 
	 		(i) 	 there occurs a material change in GAAP; or

	 	 	 	 
	 		(ii) 	 the Borrower or any of the Restricted Subsidiaries adopts
        a material change in an accounting policy in order to more appropriately
        present events or transactions in its financial statements;

	 	 	 	 
	 			 and the above change would require disclosure under
        GAAP in the consolidated financial statements of the Borrower and would
        cause an amount required to be determined for the purposes of the financial
        ratio or any financial term under Section 14.4(b) (a “Financial Term”)
        to be materially different than the amount that would be determined without
        giving effect to such change, the Borrower shall notify the Agent of such
        change (an “Accounting Change”). Such notice (an “Accounting
        Change Notice”) shall describe the nature of the Accounting Change,
        its effect on the current and immediately prior year's financial statements
        in accordance with GAAP and state whether the Borrower desires to revise
        the method of calculating one or more of the Financial Terms (including
        the revision of any of the defined terms used in the determination of
        such Financial Term) in order that amounts determined after giving effect
        to such Accounting Change and the revised method of calculating such Financial
        Term will approximate the amount that would be determined without giving
        effect to such Accounting Change and without giving effect to the revised
        method of calculating such Financial Term. The Accounting Change Notice
        shall be delivered to the Agent within 45 days of the end of the Fiscal
        Quarter in which the Accounting Change is implemented or, if such Accounting
        Change is implemented in the fourth Fiscal Quarter or in respect of an
        entire Fiscal Year, within 90 days of the end of such period.








- 4 - 

	 	(c) 	 If, pursuant to the Accounting Change Notice, the Borrower
        does not indicate that it desires to revise the method of calculating
        one or more of the Financial Terms, the Majority Lenders may within 30
        days of receipt of the Accounting Change Notice, notify the Borrower that
        they wish to revise the method of calculating one or more of the Financial
        Terms in the manner described above.

	 	 	 
	 	(d) 	 If either the Borrower or the Majority Lenders so indicate
        that they wish to revise the method of calculating one or more of the
        Financial Terms, the Borrower and the Majority Lenders shall in good faith
        attempt to agree on a revised method of calculating the Financial Terms.
        If, however, within 30 days of the foregoing notice by the Borrower or
        the Majority Lenders of their desire to revise the method of calculating
        one or more of the Financial Terms, the Borrower and the Majority Lenders
        have not reached agreement in writing on such revised method of calculation,
        such method of calculation shall not be revised and all amounts to be
        determined thereunder shall be determined without giving effect to the
        Accounting Change. For greater certainty, if no notice of a desire to
        revise the method of calculating the Financial Terms in respect of an
        Accounting Change is given by either the Borrower or the Majority Lenders
        within the applicable time period described above, the method of calculating
        the Financial Terms shall not be revised in response to such Accounting
        Change and all amounts to be determined pursuant to the Financial Terms
        shall be determined after giving effect to such Accounting Change.

	 	 	 
	 	(e) 	 If a Compliance Certificate is delivered in respect
        of a Fiscal Quarter or Fiscal Year in which an Accounting Change is implemented
        without giving effect to any revised method of calculating any of the
        Financial Terms, and subsequently, as provided above, the method of calculating
        one or more of the Financial Terms is revised in response to such Accounting
        Change, or the amounts to be determined pursuant to any of the Financial
        Terms are to be determined without giving effect to such Accounting Change,
        the Borrower shall deliver a revised Compliance Certificate. Any Default
        or Event of Default which arises as a result of the Accounting Change
        and which is cured by this Section 1.14 shall be deemed to have never
        occurred.





	1.15 	 Schedules. The following are
        the Schedules which form part of this Agreement:





	 	Schedule A: 	Definitions 
	 	Schedule B: 	Lenders and Individual Commitment Amounts 
	 	Schedule C: 	Form of Compliance Certificate 
	 	Schedule D: 	Form of Notice of Drawdown 
	 	Schedule E: 	Form of Notice of Rollover/Notice of Conversion/Notice
      of Repayment 
	 	Schedule F-1: 	[Intentionally Deleted] 
	 	Schedule F-2: 	[Intentionally Deleted] 
	 	Schedule G: 	[Intentionally Deleted] 
	 	Schedule H: 	Form of Affiliate Subordination Agreement 
	 	Schedule I: 	[Intentionally Deleted] 
	 	Schedule J: 	Disclosure Regarding the Borrower and its Subsidiaries
    







- 5 - 

	 	Schedule K: 	Form of Designation of Restricted Subsidiaries
    
	 	Schedule L: 	[Intentionally Deleted] 
	 	Schedule M: 	Form of Assignment 
	 	Schedule N: 	[Intentionally Deleted] 
	 	Schedule O: 	[Intentionally Deleted] 


ARTICLE 2 

  CREDIT FACILITY 

2.1    The Credit Facility. Subject
  to the terms and conditions hereof and effective as of the Effective Time, the
  Lenders hereby establish the Credit Facility in favour of the Borrower in the
  Aggregate Commitment Amount set forth in Schedule B, which may be drawn by the
  Borrower in U.S. Dollars. The Individual Commitment Amount of each Lender is
  set out in Schedule B. During the Drawdown Availability Period, the Borrower
  may borrow any amount of the Individual Commitment Amount of each Lender based
  on such Lender's Rateable Portion. The Credit Facility is non-revolving and
  therefore any principal amounts that are repaid cannot be reborrowed. 

2.2    Drawdown Availability Period.
  During the Drawdown Availability Period, the Borrower will be entitled
  to obtain a maximum of three Drawdowns. At the end of the Drawdown Availability
  Period, the Aggregate Commitment Amount shall automatically reduce to an amount
  equal to the Aggregate Principal Amount and thereafter no further Drawdowns
  will be permitted. 

2.3    Maturity Date. The
  Borrower will not be entitled to request a Borrowing from a Lender which has
  a Maturity Date after the Credit Facility Termination Date.

2.4    Mandatory Repayment of Credit
  Facility. The Aggregate Principal Amount on the Credit Facility
  Termination Date will be paid by the Borrower to the Agent on behalf of the
  Lenders in full, together with all accrued but unpaid interest and fees thereon
  and all other amounts owing to the Lenders on such date. 

2.5    General Right to Prepay
  and Cancel. Subject to Section 8.2 and with the same notice required
  when the Borrowing to be prepaid was made, the Borrower may at any time permanently
  prepay, without premium, bonus or penalty, any or all of the Aggregate Principal
  Amount. Subject to the preceding sentence, the Borrower may also at any time,
  upon the Borrower giving the Agent not less than 3 Banking Days prior notice,
  cancel in whole or in part any undrawn portion of the Aggregate Commitment Amount,
  provided that any such cancellation of such Aggregate Commitment Amount will
  be made pro-rata to all Lenders on the basis of each such Lender's Rateable
  Portion and will result in a permanent reduction of the Aggregate Commitment
  Amount.

2.6    Payments to Agent. Other
  than as expressly provided herein, all payments of amounts owing by the Borrower
  to the Lenders under the Documents will be made by the Borrower to the Agent
  for the account of the Lenders in accordance with their respective Rateable
  Portions. 




- 6 - 

2.7    Use of Proceeds. The
  Borrower will be entitled to use Advances solely for the purposes of prepaying,
  directly or indirectly, the Convertible Debentures described in parts (a) and
  (b) of the definition thereof. 

ARTICLE 3 

  ADVANCES 

3.1    Types of Borrowing. The
  Borrower may from time to time obtain all or one or more of the following types
  of Borrowings (unless expressly indicated otherwise): 

	 	(a) 	 U.S. Base Rate Loans in minimum amounts of not less
        than U.S. $10,000,000 and in multiples of U.S. $100,000; and

	 	 	 
	 	(b) 	 LIBOR Based Loans.



3.2    Interest and Fees.
  

	 	(a) 	 U.S. Base Rate Loans. Each Advance of a U.S. Base Rate
        Loan will bear interest at a variable rate per annum equal to the U.S.
        Base Rate.

	 	 	 
	 	(b) 	 LIBOR Based Loans. Each Advance of a LIBOR Based Loan
        will bear interest at a rate per annum equal to LIBOR plus 0.60% (expressed
        as a rate per annum).



3.3    [Intentionally Deleted]

3.4    Standby Fee. During
  the Drawdown Availability Period, the Borrower will pay to the Agent for the
  benefit of the Lenders a standby fee (“Standby Fee”) equal to 0.10%
  (expressed as a rate per annum), calculated on the basis of a 365 day year and
  on the Aggregate Commitment Amount less the Aggregate Principal Amount owing
  to all Lenders. The Standby Fee will be calculated daily and will be payable
  in arrears within 3 Banking Days after the end of the Drawdown Availability
  Period and otherwise in the same manner as interest on U.S. Base Rate Loans.


3.5    Agency Fee. The
  Borrower will pay to the Agent on the Closing Date the agency fee agreed upon
  between the Borrower and the Agent, the amount thereof to be kept confidential
  by the Borrower, subject to the exceptions set forth in Section 19.1. 

ARTICLE 4 

  [INTENTIONALLY DELETED] 

ARTICLE 5 

  FUNDING AND OTHER MECHANICS APPLICABLE TO THE CREDIT FACILITY 

5.1    Funding of Advances.
  Subject to Section 5.2 and Article 8, all Advances will be made available
  by deposit of the applicable funds into the appropriate Borrower's Account for
  value on the Banking Day or the Banking Day, as the case may be, on which the
  Advance is to take place. 




- 7 - 

5.2    Notice Provisions. Drawdowns
  will be made available to the Borrower and the Borrower will be entitled to
  Rollover, Convert or repay Borrowings where permitted hereunder, provided a
  Notice of Drawdown, a Notice of Rollover, a Notice of Conversion or a Notice
  of Repayment, as applicable, is received from the Borrower by the Agent as follows:


	 	(a) 	 with respect to a Drawdown, Conversion or Repayment
        of or into a U.S. Base Rate Loan, at least 1 Banking Day prior to such
        Advance provided notice is received by the Agent no later than 12:00 noon
        Toronto, Ontario time on the Banking Day immediately preceding the requested
        Drawdown Date or the date of Rollover, Conversion or Repayment, as applicable;
        and

	 	 	 
	 	(b) 	 with respect to a Drawdown, Rollover, Conversion or
        Repayment of or into a LIBOR Based Loan, at least 3 Banking Days prior
        to such Advance, provided notice is received by the Agent no later than
        12:00 noon Toronto, Ontario time on the third Banking Day immediately
        preceding the Drawdown Date or the date of Rollover, Conversion or Repayment,
        as applicable.



Any of the notices referred to in the foregoing paragraphs may,
  subject to Section 22.2, be given by the Borrower, at its sole risk, to the
  Agent by telephone and in such case will be followed by the Borrower delivering
  to the Agent on the same day the notice required hereunder confirming such instructions.


5.3    Irrevocability. A
  Notice of Drawdown, Notice of Rollover or Notice of Conversion when given by
  the Borrower will be irrevocable and will oblige the Borrower, the Agent and
  the Lenders to take the action contemplated herein and therein on the date specified
  therein, provided that any such notice will not be binding on any Lender who
  makes a determination under Section 11.1. 

5.4    Rollover or Conversion
  of Borrowings. 

	 	(a) 	 Subject to Sections 5.2, 5.4(c) and 5.4(c) and Article
        8, the Borrower will be entitled to Rollover one type of Borrowing into
        the same type of Borrowing or Convert one type of Borrowing into another
        type of Borrowing on the terms herein provided.

	 	 	 
	 	(b) 	 If the Borrower fails to give the Agent a duly completed
        Notice of Rollover or Notice of Conversion if and as required by Section
        5.2, or if in giving such notice the Borrower fails to provide for the
        Rollover or Conversion of all of the Borrowings then maturing, the Borrower
        will be deemed to have irrevocably elected to Convert such maturing Borrowings,
        or that part of such maturing Borrowings which the Borrower has failed
        to provide for in such notice, as the case may be, into a U.S. Base Rate
        Loan with respect to a U.S. Dollar Borrowing.

	 	 	 
	 	(c) 	 If a Default or Event of Default has occurred and is
        continuing, the Borrower will not be entitled to make a Rollover or Conversion
        of a LIBOR Based Loan and, upon the Maturity Date thereof, the provisions
        of Section 5.4(b) will apply.








- 8 - 

5.5    Agent's Obligations. Upon
  receipt of a Notice of Drawdown, Notice of Rollover or Notice of Conversion
  with respect to a proposed Advance, the Agent will forthwith notify the Lenders
  of the proposed date on which such Advance is to take place, of each such Lender's
  Rateable Portion of such Advance and if applicable, of the account of the Agent
  to which each such Lender's Rateable Portion thereof is to be credited. 

5.6    Lenders' Obligations. Each
  applicable Lender will, prior to 12:00 noon (Toronto, Ontario time) on the proposed
  date on which an Advance is to take place, credit the account of the Agent specified
  in the Agent's notice given pursuant to Section 5.5 with such Lender's Rateable
  Portion of such Advance, and by 1:00 p.m. (Toronto, Ontario time) on the same
  date, the Agent will make available to the Borrower the amount so credited.


5.7    [Intentionally Deleted]

5.8    [Intentionally
  Deleted]

5.9.    No Withholdings. Except
  as required by applicable Law, the Borrower shall make all payments required
  hereunder, whether by way of principal, interest or otherwise, without regard
  to any defence, counterclaim or right of set off available to the Borrower and
  without withholding any Taxes. If the Borrower is required by applicable Law
  to deduct any withholding Taxes from or in respect of any amounts payable under
  this Agreement (i) the amounts payable by the Borrower hereunder will be increased
  by the amount necessary so that after making all required deductions (including
  deductions applicable to additional sums payable under this Section 5.9) the
  Agent and the Lenders will receive an amount equal to the sum they would have
  received had no such deductions been made, (ii) the Borrower will make such
  deductions and (iii) the Borrower will pay the full amount deducted to the relevant
  taxing authority or other Administrative Body in accordance with applicable
  Law. Notwithstanding the foregoing (but without limiting Article 11), unless
  a Lender is an assignee in circumstances where an Event of Default has occurred
  and is continuing, the Borrower shall have no obligation to gross up for Taxes
  withheld wholly because a Lender is a "non-resident" of Canada and deals at
  "non-arm's length" with the Borrower (both within the meaning of the Income
  Tax Act (Canada)). 

ARTICLE 6 

  CONDITIONS PRECEDENT TO DRAWDOWN 

6.1    Conditions Precedent to Effectiveness.
  This Agreement will become effective upon the following conditions
  being met (unless waived in writing by all Lenders) including the receipt, where
  applicable, by the Agent, for and on behalf of the Lenders, of the following
  documents each in full force and effect, and in form and substance satisfactory
  to the Lenders, acting reasonably: 

	 	(a) 	 this Agreement shall have been duly executed and delivered
        by the Borrower;

	 	 	 
	 	(b) 	 the Agent and the Lenders shall have received favourable
        legal opinions of Borrower's Counsel and Lenders' Counsel in respect of
        the Borrower;

	 	 	 
	 	(c) 	 the Borrower shall have paid all fees and expenses then
        due in respect of this Agreement;








- 9 - 

	 	(d) 	 no Default or Event of Default shall have
        occurred and be continuing;

	 	 	 	 
	 	(e) 	 the representations and warranties in Article
        13 and in any other Document shall be true, complete and correct on and
        with effect from the date of this Agreement;

	 	 	 	 
	 	(f) 	 the Agent and the Lenders shall have received
        in respect of the Borrower:

	 	 	 	 
	 		(i) 	 a certificate of status, certificate of compliance,
        good standing or similar certificate issued by an appropriate Administrative
        Body of the jurisdiction of organization of the Borrower, to the extent
        such certificate is issued by an Administrative Body in such jurisdiction;

	 	 	 	 
	 		(ii) 	 a certificate of incumbency with specimen signatures
        of the individuals executing this Agreement; and

	 	 	 	 
	 		(iii) 	 a certificate from an officer thereof attaching certified
        copies of (A) its constating documents and (B) resolutions of its governing
        body authorizing the execution and delivery of this Agreement;





	 	(g) 	 there shall not have occurred since December 31, 2012
        any event or condition that has had or could be reasonably expected, either
        individually or in the aggregate, to have a Material Adverse Effect; and

	 	 	 
	 	(h) 	 evidence that the Existing Credit Agreement shall have
        been clarified to ensure that either (A) the Aggregate Principal Amount
        will be excluded from the representation and warranty in section 13.1(r)
        of the Existing Credit Agreement or (B) the reference therein to the “borrowing
        base covenant” will be expanded to refer to all of section 4.09 of
        the Note Indenture described in part (a) of the definition of Note Indenture.



6.2    Conditions Precedent to First
  Drawdown. The Lenders' obligation to provide the first Advance
  will be subject to and conditional upon the following conditions precedent being
  met (unless waived in writing by all Lenders) including the receipt, where applicable,
  by the Agent, for and on behalf of the Lenders, of the following documents each
  in full force and effect, and in form and substance satisfactory to the Lenders,
  acting reasonably: 

	 	(a) 	 the KNOC Korea Guarantee shall have been duly
        executed and delivered by KNOC Korea;

	 	 	 	 
	 	(b) 	 the Agent and the Lenders shall have received
        a favourable legal opinion of Lenders' Counsel in respect of KNOC Korea;
        and

	 	 	 	 
	 	(c) 	 the Agent and the Lenders shall have received
        in respect of KNOC Korea:

	 	 	 	 
	 		(i) 	 a certificate of status, certificate of compliance,
        good standing or similar certificate issued by an appropriate Administrative
        Body of the jurisdiction of organization of KNOC Korea, to the extent
        such certificate is issued by an Administrative Body in such jurisdiction;








- 10 - 

	 	(ii) 	 a certificate of incumbency with specimen signatures
        of the individuals executing the KNOC Korea Guarantee; and

	 	 	 
	 	(iii) 	 a certificate from the representative director thereof
        attaching certified copies of (A) its articles of incorporation, (B) the
        commercial registry extracts regarding KNOC Korea, (C) the minutes of
        its board of directors’ meeting at which the resolutions were adopted
        authorizing the execution and delivery of the Documents to which it is
        a party or (if applicable) other corresponding internal approval documents;
        (D) the seal impression certificate of its representative director and
        (E) the report filed with and accepted by its designated foreign exchange
        bank in relation to the KNOC Korea Guarantee pursuant to the Foreign Exchange
        Transaction Law of Korea and the regulations thereunder.



6.3    Conditions Precedent to all
  Drawdowns. The Lenders' obligation to provide Advances will be
  subject to and conditional upon the following conditions precedent being met,
  unless waived in writing by the Lenders: 

	 	(a) 	 the appropriate Notice of Drawdown, Notice of Rollover
        or Notice of Conversion will have been delivered in accordance with the
        notice provisions provided in Section 5.2;

	 	 	 
	 	(b) 	 no Event of Default or Default will have occurred and
        be continuing; and

	 	 	 
	 	(c) 	 subject to Section 13.2, each of the representations
        and warranties set out in Article 13 (other than in Section 13.1(j) which
        will not be restated and that made in Section 13.1(n) which will be restated
        as of the date referred to therein) will be true and correct with the
        same effect as if such representations and warranties had been made on
        the date of such Advance.



ARTICLE 7 

  CALCULATION OF INTEREST AND FEES 

7.1    Records. The Agent
  will maintain records, in written or electronic form, evidencing all Advances
  and all other Indebtedness owing by the Borrower to the Agent and each Lender
  under this Agreement. The Agent will enter in such records details of all amounts
  from time to time owing, paid or prepaid by the Borrower to it hereunder. In
  addition, each Lender will maintain records, in written and electronic form,
  evidencing all Advances and other Indebtedness owing by the Borrower to such
  Lender under this Agreement. The information entered in such records will constitute
  prima facie evidence of the Indebtedness of the Borrower to the Agent and each
  Lender under this Agreement. In the event of a conflict between the records
  of the Agent and a Lender maintained pursuant to this Section 7.1, the records
  of the Agent will prevail, absent manifest error. 

7.2    Payment of Interest
  and Fees. 

	 	(a) 	 Interest. Except as expressly stated otherwise
        herein, all U.S. Base Rate Loans and LIBOR Based Loans from time to time
        outstanding will bear interest, as well after as before maturity, default and judgment, with
        interest on overdue interest, at the applicable rates as prescribed under
        Sections 3.2 and 22.9, as applicable. Interest payable at a variable rate
        will be adjusted automatically without notice to the Borrower whenever
    there is a variation in such rate.








- 11 - 

	 	(b) 	 Calculation of Interest. Interest on U.S. Base
        Rate Loans will accrue and be calculated daily and be payable monthly
        in arrears on the first Banking Day of each month for the immediately
        preceding month, or, after notice to the Borrower, on such other Banking
        Day as is customary for the Agent having regard to its then existing practice.
        Interest on U.S. Base Rate Loans will be calculated on the basis of a
        365 day year.

	 	 	 
	 	(c) 	 Interest Act (Canada). For the purposes
        of the Interest Act (Canada), the annual rates of interest applicable
        to U.S. Base Rate Loans are the rates as determined hereunder multiplied
        by the actual number of days in a period of one year commencing on the
        first day of the period for which such interest or stamping fee is payable
        and divided by 365.

	 	 	 
	 	(d) 	 LIBOR Based Loans. Interest on LIBOR Based Loans
        will accrue and be calculated daily and be payable at the end of each
        applicable LIBOR Period. Interest on LIBOR Based Loans will be calculated
        on the basis of the actual number of days in each LIBOR Period divided
        by 360. For the purposes of the Interest Act (Canada), the annual
        rates of interest applicable to LIBOR Based Loans are the rates as determined
        hereunder multiplied by the actual number of days in a period of one year
        commencing on the first day of the period for which such interest is payable
        and divided by 360.



7.3    [Intentionally Deleted]

7.4    [Intentionally Deleted].
  

7.5    [Intentionally
  Deleted]. 

7.6    Maximum Rate of Return.
  Notwithstanding any provision herein to the contrary, in no event
  will the aggregate “interest” (as defined in section 347 of the Criminal
  Code (Canada)) payable under this Agreement exceed the maximum effective annual
  rate of interest on the “credit advanced” (as defined in that section)
  permitted under that section and, if any payment, collection or demand pursuant
  to this Agreement in respect of “interest” (as defined in that section)
  is determined to be contrary to the provisions of that section, such payment,
  collection or demand will be deemed to have been made by mutual mistake of the
  Borrower and the applicable Lenders and the amount of such payment or collection
  will be refunded to the Borrower. For purposes of this Agreement, the effective
  annual rate of interest will be determined in accordance with generally accepted
  actuarial practices and principles over the term of the Credit Facility on the
  basis of annual compounding of the lawfully permitted rate of interest and,
  in the event of dispute, a certificate of a Fellow of the Canadian Institute
  of Actuaries appointed by the Agent will be prima facie evidence, for
  the purposes of such determination. 




- 12 - 

7.7    Waiver of Judgment Interest
  Act (Alberta). To the extent permitted by applicable Law, the
  provisions of the Judgment Interest Act (Alberta) will not apply to the
  Documents and are hereby expressly waived by the Borrower. 

7.8    Deemed Reinvestment Not
  Applicable. The principle of deemed reinvestment of interest will
  not apply to any interest calculation under the Documents, and the rates of
  interest stipulated in this Agreement are intended to be nominal rates and not
  effective rates or yields. 

ARTICLE 8 

  GENERAL PROVISIONS RELATING TO LIBOR BASED LOANS 

8.1   General. 

	 	(a) 	 The aggregate amount of each Advance by way of a LIBOR
        Based Loan will be at least U.S. $10,000,000 and in multiples of U.S.
        $100,000 for any amount in excess thereof.

	 	 	 
	 	(b) 	 For any amounts owing by the Borrower in respect of
        any LIBOR Based Loan which is not paid at maturity in accordance with
        this Agreement all such amounts will, as and from its Maturity Date, be
        deemed to be outstanding as a U.S. Base Rate Loan.



8.2    Early Termination of LIBOR Periods.
  If the Borrower requests, as herein permitted, that a Lender arrange
  for early termination of any LIBOR Based Loan, the Borrower will pay to the
  affected Lenders all expenses and out-of-pocket costs incurred by such Lenders
  as a result of the early termination of the LIBOR Based Loan, including expenses
  and out-of-pocket costs incurred due to early redemption of offsetting deposits.
  If, in the sole discretion of such Lenders, acting reasonably, any such early
  termination cannot be effected, the LIBOR Based Loan will not be terminated
  and the Borrower will continue to pay interest to such Lenders, at the rate
  per annum applicable to such LIBOR Based Loan for the remainder of the applicable
  LIBOR Period. A written statement of the Agent as to the amount and nature of
  such expenses and out-of-pocket costs will be prima facie evidence of the amount
  thereof. 

8.3    Market Disruption Respecting
  LIBOR Based Loans. If, at any time subsequent to the giving of
  a Notice of Drawdown or Notice of Conversion or Notice of Rollover to the Agent
  by the Borrower with regard to any requested LIBOR Based Loan: 

	 	(a) 	 the Agent (acting reasonably) determines that by reason
        of circumstances affecting the London interbank market, adequate and fair
        means do not exist for ascertaining the rate of interest with respect
        to, or deposits are not available in sufficient amounts in the ordinary
        course of business at the rate determined hereunder to fund, a requested
        LIBOR Based Loan during the ensuing LIBOR Period selected;

	 	 	 
	 	(b) 	 the Agent (acting reasonably) determines that the making
        or continuing of the requested LIBOR Based Loan by the Lenders has been
        made impracticable by the occurrence of an event which materially adversely
        affects the London interbank market generally; or








- 13 - 

	 	(c) 	 the Agent is advised by Lenders holding at least 35%
        of the Aggregate Commitment Amount by written notice (each, a "Libor
        Suspension Notice"), such notice to be received by the Agent
        no later than 12:00 noon (Toronto time) on the third Banking Day prior
        to the date of the requested Drawdown, Rollover or Conversion, as the
        case may be, that such Lenders have determined (acting reasonably) that
        LIBOR will not or does not represent the effective cost to such Lenders
        of United States Dollar deposits in such market for the relevant Interest
        Period,



then the Agent shall give notice thereof to the Lenders and the
  Borrower as soon as possible after such determination or receipt of such Libor
  Suspension Notice, as the case may be, and the Borrower shall, within one Banking
  Day after receipt of such notice and in replacement of the Notice of Drawdown
  or Notice of Conversion or Notice of Rollover, as the case may be, previously
  given by the Borrower, give the Agent a Notice of Drawdown or Notice of Conversion
  or Notice of Rollover, as the case may be, which specifies the Drawdown of any
  other Borrowing or the Conversion of the relevant LIBOR Based Loan on the last
  day of the applicable LIBOR Period into any other Borrowing which would not
  be affected by the notice from the Agent pursuant to this Section 8.3. 

In the event the Borrower fails to give, if applicable, a valid
  replacement Notice of Conversion or Notice of Rollover with respect to the maturing
  LIBOR Based Loans which were the subject of a Notice of Conversion or Notice
  of Rollover, such maturing LIBOR Based Loans shall be converted on the last
  day of the applicable LIBOR Period into U.S. Base Rate Loans as if a valid replacement
  Notice of Conversion or Notice of Rollover had been given to the Agent by the
  Borrower pursuant to the provisions hereof. In the event the Borrower fails
  to give, if applicable, a valid replacement Notice of Drawdown with respect
  to a Drawdown originally requested by way of a LIBOR Based Loan, then the Borrower
  shall be deemed to have requested a Drawdown by way of a U.S. Base Rate Loan
  in the amount specified in the original Notice of Drawdown and, on the originally
  requested Drawdown Date, the Lenders (subject to the other provisions hereof)
  shall make available the requested amount by way of a U.S. Base Rate Loan. 

ARTICLE 9 

  [INTENTIONALLY DELETED] 

ARTICLE 10 

  [INTENTIONALLY DELETED] 

ARTICLE 11 

  INCREASED COSTS 

11.1   Changes in Law. 

	 	(a) 	 If, after the date hereof, the adoption of any applicable
        Law (whether or not having the force of law) or any change therein or
        in the interpretation or application thereof by any court or by any Administrative
        Body or any other entity charged with the interpretation
  or administration thereof or compliance by a Lender with any request or direction
  (whether or not having the force of law) of any such authority or entity hereafter:








- 14 - 

	 	(i) 	 subjects such Lender to, or causes the withdrawal or
        termination of a previously granted exemption with respect to, any Taxes
        (other than Taxes on such Lender's overall income), or changes the basis
        of taxation of payments due to such Lender, or increases any existing
        Taxes (other than Taxes on such Lender's overall income) on payments of
        principal, interest or other amounts payable by the Borrower to such Lender
        under this Agreement;

	 	 	 
	 	(ii) 	 imposes, modifies or deems applicable any reserve, liquidity,
        special deposit, regulatory or similar requirement against assets or liabilities
        held by, or deposits in or for the account of, or loans by such Lender,
        or any acquisition of funds for loans or commitments to fund loans or
        obligations in respect of undrawn, committed lines of credit;

	 	 	 
	 	(iii) 	 imposes on such Lender or requires there to be maintained
        by such Lender any capital adequacy or additional capital requirements
        (including, without limitation, a requirement which affects such Lender's
        allocation of capital resources to its obligations) in respect of any
        Borrowing or obligation of such Lender hereunder, or any other condition
        with respect to this Agreement; or

	 	 	 
	 	(iv) 	 directly or indirectly affects the cost to such Lender
        of making available, funding or maintaining any Borrowing or otherwise
        imposes on such Lender any other condition or requirement affecting this
        Agreement or any Borrowing or any obligation of such Lender hereunder;



and the result of (i), (ii), (iii) or
  (iv) above, in the sole determination of such Lender acting in good faith, is:

	 	(v) 	 to increase the cost to such Lender of performing its
        obligations hereunder with respect to any Borrowing;

	 	 	 
	 	(vi) 	 to reduce any amount received or receivable by such
        Lender hereunder or its effective return hereunder or on its capital in
        respect of any Borrowing or the Credit Facility; or

	 	 	 
	 	(vii) 	 to cause such Lender to make any payment with respect
        to or to forego any return on or calculated by reference to, any amount
        received or receivable by such Lender hereunder with respect to any Borrowing
        or the Credit Facility;



such Lender shall determine that amount
  of money which shall compensate the Lender for such increase in cost, payments
  to be made or reduction in income or return or interest foregone (herein referred
  to as "Additional Compensation").




- 15 - 

	 		 Notwithstanding anything herein to the contrary, (i)
        the Dodd-Frank Wall Street Reform and Consumer Protection Act and
        all regulations, requests, rules, guidelines or directives thereunder
        or issued in connection therewith and (ii) all requests, rules, guidelines
        or directives promulgated by the Bank for International Settlements, the
        Basel Committee on Banking Supervision (or any successor or similar authority)
        or the United States, Canadian or other regulatory authorities, in each
        case pursuant to Basel III ((i) and (ii) being, the "New Rules"), shall
        in each case be deemed to be a "change in law" for the purposes of this
        Section 11.1, regardless of the date enacted, adopted or issued, in each
        case to the extent that such New Rules are materially different from those
        Laws which are in full force and effect on the Closing Date. Upon a Lender
        having determined that it is entitled to Additional Compensation in accordance
        with the provisions of this Section, the Lender shall promptly so notify
        the Borrower and the Agent. The relevant Lender shall provide the Borrower
        and the Agent with a photocopy of the relevant law, rule, guideline, regulation,
        treaty or official directive (or, if it is impracticable to provide a
        photocopy, a written summary of the same) and a certificate of a duly
        authorized officer of such Lender setting forth the Additional Compensation
        and the basis of calculation therefor, which shall be conclusive evidence
        of such Additional Compensation in the absence of manifest error. The
        Borrower shall pay to such Lender within 10 Banking Days of the giving
        of such notice such Lender's Additional Compensation. Each of the Lenders
        shall be entitled to be paid such Additional Compensation from time to
        time to the extent that the provisions of this Section are then applicable
        notwithstanding that any Lender has previously been paid any Additional
        Compensation.

	 	 	 
	 	(b) 	 Each Lender agrees that it will not claim Additional
        Compensation from the Borrower under Section 11.1(a) if it is not generally
        claiming similar compensation from its other customers in similar circumstances
        or in respect of a period greater than 90 days prior to notification of
        such claim unless, in the latter case, the adopted change or other event
        or circumstance giving rise to such claim for Additional Compensation
        is retroactive in effect.



11.2     Assignment of Affected
  Borrowing. In addition to the other rights and options of the Borrower
  hereunder and notwithstanding any contrary provisions hereof, if a Lender gives
  the notice provided for in Section 11.1 with respect to any Borrowing (an "Affected
  Borrowing"), the Borrower may, upon two (2) Banking Days notice to that effect
  given to such Lender and the Agent (which notice shall be irrevocable), require
  such Lender to assign its Rateable Portion of the Affected Borrowing outstanding
  together with accrued and unpaid interest on the principal amount so assigned
  up to the date of such assignment and any breakage costs determined in accordance
  with Section 8.2 and by paying such Additional Compensation as may be applicable
  to the date of such payment and upon such assignment and payment being made
  that Lender's obligations to make such Affected Borrowings to the Borrower under
  this Agreement shall terminate. 




- 16 - 

11.3     Illegality. If
  a Lender determines, in good faith, that the adoption of any applicable Law
  (whether or not having the force of law) or any change therein or in the interpretation
  or application thereof by any court or by any Administrative Body or any other
  entity charged with the interpretation or administration thereof or compliance by
  a Lender with any request or direction (whether or not having the force of law)
  of any such authority or entity, now or hereafter makes it unlawful or impossible
  for any Lender to make, fund or maintain a Borrowing under the Credit Facility
  or to give effect to its obligations in respect of such a Borrowing, such Lender
  may, by written notice thereof to the Borrower and to the Agent declare its
  obligations under this Agreement in respect of such Borrowing to be terminated
  whereupon the same shall forthwith terminate, and the Borrower shall, within
  the time required by such Law (or at the end of such longer period as such Lender
  at its discretion has agreed), either effect a Conversion of such Borrowing
  in accordance with the provisions hereof (if such Conversion would resolve the
  unlawfulness or impossibility) or prepay the principal of such Loan together
  with accrued interest, such Additional Compensation as may be applicable with
  respect to such Loan to the date of such payment and all costs, losses and expenses
  incurred by the Lenders by reason of the liquidation or re-deployment of deposits
  or other funds or for any other reason whatsoever resulting from the repayment
  of such Borrowing or any part thereof on other than the last day of the applicable
  LIBOR Period (in the case of LIBOR Based Loans). If any such change shall only
  affect a portion of such Lender's obligations under this Agreement which is,
  in the opinion of such Lender and the Agent, severable from the remainder of
  this Agreement so that the remainder of this Agreement may be continued in full
  force and effect without otherwise affecting any of the obligations of the Agent,
  the other Lenders or the Borrower hereunder, such Lender shall only declare
  its obligations under that portion so terminated. 

ARTICLE 12 

  EXPENSES 

12.1    Expenses. The
  Borrower will pay or reimburse the Agent and the Lenders, as applicable, for
  the out-of-pocket expenses, including environmental risk assessments, reasonable
  legal fees (on a solicitor and his own client fully indemnity basis) and disbursements,
  and enforcement costs, incurred by the Agent and the Lenders, as applicable,
  in connection with the negotiation, preparation, execution, syndication and
  maintenance of the Documents and the enforcement of their rights and remedies
  under the Documents. 

ARTICLE 13 

  REPRESENTATIONS AND WARRANTIES 

13.1    Representations and Warranties.
  The Borrower hereby represents and warrants to the Lenders that:

	 	(a) 	 Incorporation, Organization and Power. Each of
        the Harvest Parties, other than the Subsidiary Trusts and the Subsidiary
        Partnerships, has been duly incorporated or amalgamated, as applicable,
        and is validly existing under the Laws of its jurisdiction of incorporation
        or amalgamation and is duly registered to carry on business in each jurisdiction
        in Canada in which the nature of any material business carried on by it
        or the character of any property owned or leased by it makes such registration
        necessary, and the Borrower has full corporate power and capacity to enter
        into and perform its obligations under this Agreement, and to carry on
        its business as currently conducted. Each of the Subsidiary Partnerships
        has been duly formed as a general or limited partnership, as applicable,
        and is validly existing under the Laws of its jurisdiction
        of formation and is duly registered to carry on business in each jurisdiction
        in Canada in which the nature of any material business carried on by it
        or the character of any property owned or leased by it make such registration
        necessary, and it has full power and capacity to carry on its business
        as currently conducted. Each of the Subsidiary Trusts has been duly formed
        under the Laws of the Province of Alberta as a trust under such Laws and
        the trustee of each such trust has full power and capacity to carry on
    its trust activities as currently conducted.








- 17 - 

	 	(b) 	 Authorization and Status of Agreements.
        This Agreement has been duly authorized, executed and delivered by the
        Borrower and the execution and delivery thereof and the performance of
        its obligations thereunder does not conflict with or contravene or constitute
        a default or create an encumbrance, other than a Permitted Encumbrance,
        under:

	 	 	 	 
	 		(i) 	 the constating documents or by-laws, or any resolution
        of the directors, of the Borrower;

	 	 	 	 
	 		(ii) 	 the Material Contracts, or any other agreement or document
        to which any Harvest Party is a party or by which any Harvest Party's
        property is bound, and which is material to the Harvest Parties taken
        as a whole; or

	 	 	 	 
	 		(iii) 	 any applicable Law.

	 	 	 	 
	 	(c) 	 Enforceability. This Agreement constitutes
        legal, valid and binding obligations of the Borrower and is enforceable
        against it in accordance with the terms thereof, except to the extent
        that enforceability may be limited by applicable bankruptcy, insolvency,
        reorganization, or similar statutes affecting the enforcement of creditors'
        rights generally and by general principles of equity.

	 	 	 	 
	 	(d) 	 Litigation. There are no actions, suits
        or proceedings at Law or before or by any Administrative Body existing
        or pending, or to the Borrower's knowledge threatened, to which any of
        the Harvest Parties is, or to the Borrower's knowledge is threatened to
        be made, a party, the result of which would reasonably be expected, if
        successful against such party, to have a Material Adverse Effect.

	 	 	 	 
	 	(e) 	 Environmental Laws. Each of the Harvest
        Parties has (i) obtained all permits, licenses and other authorizations
        which are required under Environmental Laws; and (ii) is in full compliance
        with Environmental Laws and with the terms and conditions of all such
        permits, licenses and authorizations; all except to the extent that failure
        to so obtain or so comply would not reasonably be expected to have a Material
        Adverse Effect.

	 	 	 	 
	 	(f) 	 Environmental Condition of Property.
        The property or any part thereof owned, operated or controlled by any
        of the Harvest Parties:

	 	 	 	 
	 		(i) 	 is not, to the knowledge of the Borrower, the subject
        of any outstanding claim, charge or order from an Administrative Body
        alleging violation of Environmental Laws or, if subject to any such claim,
        charge or order, the Borrower is taking or causing to be taken, all such
        remedial, corrective or other action required under the claim, charge
        or order or is diligently and in good faith contesting or causing the
        Harvest Parties, as applicable, to contest the validity thereof; and








- 18 - 

	 	(ii) 	 complies, with respect to each of its use and operation,
        in all respects with Environmental Laws and with the terms and conditions
        of all permits, licenses and other authorizations which are required to
        be obtained by each of them under applicable Environmental Laws, except
        to the extent that failure to so comply would not reasonably be expected
        to have a Material Adverse Effect.





	 	(g) 	 Title to Properties. Each of the Harvest Parties
        has good and valid title to its properties, subject only to Permitted
        Encumbrances and to minor defects of title which in the aggregate do not
        materially affect the rights of ownership therein taken as a whole among
        all Harvest Parties.

	 	 	 
	 	(h) 	 Operation of Properties. To the best of the Borrower's
        knowledge, information and belief, after due enquiry, all of the oil,
        gas and other wells of the Harvest Parties have been drilled, completed,
        shut-in and abandoned (and they have abandoned such wells if they were
        required by applicable law to have been abandoned), and all property owned
        or operated by the Harvest Parties has been and will continue to be owned,
        operated and maintained, as the case may be, in a good and workmanlike
        manner in accordance with sound industry practice and in accordance with
        all applicable Laws, except to the extent that the failure to do so would
        not reasonably be expected to have a Material Adverse Effect.

	 	 	 
	 	(i) 	 No Adverse Change. The audited annual consolidated
        financial statements of the Borrower dated as at December 31, 2012 provided
        to the Lenders were prepared in accordance with GAAP and such financial
        statements present fairly in all material respects the Borrower's consolidated
        financial position as at the date thereof and since the date of the most
        recent such financial statements provided to the Lenders there has been
        no occurrence of any event or circumstance which would reasonably be expected
        to have a Material Adverse Effect, other than as previously disclosed
        in writing to the Agent.

	 	 	 
	 	(j) 	 Information. To the knowledge of the Borrower
        and as of the Closing Date, all factual information heretofore or contemporaneously
        furnished by or on behalf of the Harvest Parties to the Agent in connection
        with the Credit Facility was true and accurate in all material respects
        at the time given and the Borrower is not aware of any omission of any
        material fact which renders such factual information incomplete or misleading
        in any material way at the time given.

	 	 	 
	 	(k) 	 No Breach of Orders, Licences or Statutes. None
        of the Harvest Parties is in breach of:








- 19 - 

	 	(i) 	 any order, approval or mandatory requirement or directive
        of any Administrative Body;

	 	 	 
	 	(ii) 	 any governmental licence or permit; or

	 	 	 
	 	(iii) 	 any applicable Law,





	 		 the breach of which would reasonably be expected
        to have a Material Adverse Effect.

	 	 	 	 
	 	(l) 	 No Default. No Default or Event of
        Default has occurred and is continuing.

	 	 	 	 
	 	(m) 	 Approvals. All authorizations, consents,
        approvals, permits and licenses of any Administrative Body necessary for
        each of the Harvest Parties to carry on their respective business, as
        currently carried on, and all authorizations, consents and approvals of
        any Administrative Body necessary for each of them to enter into the Documents
        and perform their respective obligations thereunder have, in each case,
        been obtained and are in good standing, except to the extent that failure
        to so obtain would not reasonably be expected to have a Material Adverse
        Effect.

	 	 	 	 
	 	(n) 	 Subsidiaries.

	 	 	 	 
	 		 As of the later of the Closing Date and the
        date that the most recent updated Schedule J was provided to the Agent:

	 	 	 	 
	 		(i) 	 all of the Subsidiaries of the Borrower, and the Borrower’s
        direct or indirect ownership interests therein, and whether such Subsidiaries
        are Restricted Subsidiaries or Non-Restricted Subsidiaries, are set forth
        in Schedule J;

	 	 	 	 
	 		(ii) 	 all of the issued shares or units of such Subsidiaries
        have been validly issued and are outstanding as fully paid and non assessable
        Securities;

	 	 	 	 
	 		(iii) 	 the legal name, the jurisdiction of formation and the
        legal ownership of each of the Borrower’s Subsidiaries are set out
        in Schedule J; and

	 	 	 	 
	 		(iv) 	 all of the partners in the Subsidiary Partnerships and
        all of the trustees and beneficiaries of the Subsidiary Trusts are set
        forth in Schedule J.

	 	 	 	 
	 	(o) 	 Pension. Each Harvest Party has in
        all respects complied with the contractual provisions and applicable Laws
        relating to each Pension Plan to which it is a party or by which it is
        otherwise bound, except to the extent failure to comply would not reasonably
        be expected to have a Material Adverse Effect. All amounts due and owing
        under any such Pension Plan have been paid in full in accordance with
        the funding requirements of applicable Law, and to the knowledge of the
        Borrower, no deficiency exists (whether or not waived) under any such
        Pension Plan that would reasonably be expected to have a Material Adverse
        Effect.








- 20 - 

	 	(p) 	 Insurance. Each Harvest Party has in full force
        and effect such policies of insurance in such amounts issued by such insurers
        of recognized standing covering the property of the Harvest Parties in
        accordance with prudent industry standards and Section 14.2(h).

	 	 	 
	 	(q) 	 Taxes. Each Harvest Party has filed all tax returns
        which are required to be filed and paid all Taxes (including interest
        and penalties) which are due and payable, unless such payment is being
        disputed in good faith, and the applicable Harvest Party has made all
        appropriate provisions in respect thereof in accordance with GAAP, except,
        in either case, to the extent that a failure to do so would not reasonably
        be expected to have a Material Adverse Effect.

	 	 	 
	 	(r) 	 Compliance with Debt Agreements. The Aggregate
        Principal Amount (including the amount of any requested Drawdown hereunder)
        is permitted by the financial covenants in section 14.3 of the Existing
        Credit Agreement and by the covenant in section 4.09 of the note indenture
        described in part (a) of the definition of Note Indenture (and the equivalent
        provision in any other Note Indenture).



13.2    Acknowledgement. The
  Borrower acknowledges that the Lenders are relying upon the representations
  and warranties in this Article 13 in making the Credit Facility available to
  the Borrower and that each such representation and warranty (other than that
  made in Section 13.1(j) which will not be restated and that made in Section
  13.1(n) which will be restated as of the date referred to therein) will be deemed
  to be restated in every respect effective on the date each and every Advance
  is made under the Credit Facility except for Advances which are Rollovers or
  Conversions in which case only Section 13.1(l) will be deemed to be restated.


13.3    Survival and Inclusion.
  The representations and warranties in this Article 13 shall survive
  until all Obligations have been repaid and this Agreement has been terminated.
  All statements, representations and warranties contained in any Compliance Certificate
  and the other Documents shall constitute statements, representations and warranties
  made by the Borrower to the Agent and the Lenders under this Agreement.

ARTICLE 14 

  COVENANTS 

14.1    Reporting Covenants. While
  any Obligations are outstanding or while the Credit Facility remains available
  to the Borrower, the Borrower covenants with the Lenders that: 

	 	(a) 	 Financial Statements. Within 45 days after the
        end of each of the first three fiscal quarters of each fiscal year of
        the Borrower and within 90 days after the end of each fiscal year of the
        Borrower, the Borrower will deliver to the Agent a copy of the Borrower's
        quarterly unaudited consolidated financial statements and with respect
        to its fiscal year end, its annual audited consolidated financial statements;
        provided that requirement to deliver the foregoing financial statements
        may be satisfied by posting such financial statements or other information
        on www.SEDAR.com or on a website, as applicable, within the time periods
        referred to above and forthwith advising the Agent that such financial
        statements and other information have been so posted and the details
    of any website on which the same have been posted.








- 21 - 

	 	(b) 	 Quarterly Compliance Certificate. Within
        45 days after the end of each of the first three fiscal quarters of each
        fiscal year of the Borrower, the Borrower will deliver to the Agent a
        Compliance Certificate.

	 	 	 	 
	 	(c) 	 Annual Budget. Within the earlier of:

	 	 	 	 
	 		(i) 	 120 days after the end of each fiscal year, and

	 	 	 	 
	 		(ii) 	 5 Banking Days after any necessary internal approvals
        of the Borrower's management and its board of directors has been obtained,





	 		 the Borrower will deliver to the Agent an annual cash
        flow forecast and capital budget for the Borrower for the next succeeding
        fiscal year, in reasonable detail and scope; provided that the delivery
        of such budget to the "Agent" under and as defined in the Existing Credit
        Agreement shall be deemed to satisfy this requirement if and for so long
        as all of the Lenders are "Lenders" under and as defined in the Existing
        Credit Agreement.

	 	 	 
	 	(d) 	 Independent Engineering Report. On or before
        April 30 of each year, the Borrower will deliver to the Agent an Independent
        Engineering Report covering all of the proved Oil and Gas Properties,
        excluding or separately identifying the Black Gold Assets, and dated not
        earlier than December 31 of the immediately preceding year (together,
        if requested, with such other reports received or prepared by the Harvest
        Parties relating to their reserves in connection with the preparation
        of their Oil and Gas Properties disclosure required by applicable Law);
        provided that the delivery of such report to the "Agent" under and as
        defined in the Existing Credit Agreement shall be deemed to satisfy this
        requirement if and for so long as all of the Lenders are "Lenders" under
        and as defined in the Existing Credit Agreement.

	 	 	 
	 	(e) 	 Notice of Default. The Borrower will notify the
        Agent of the occurrence of any Default or Event of Default promptly upon
        becoming aware thereof and specify in such notice the nature of the event
        and the steps taken or proposed to be taken to remedy the same.

	 	 	 
	 	(f) 	 Notice of Legal Proceedings. The Borrower will,
        promptly upon becoming aware thereof, notify the Agent of the commencement
        of any legal or administrative proceedings against any Harvest Party which,
        if adversely determined against the applicable Harvest Party, would reasonably
        be expected to have a Material Adverse Effect.

	 	 	 
	 	(g) 	 Notice of Environmental Damage. The Borrower
        will, promptly upon acquiring knowledge thereof, notify the Agent of the
        discovery of any Contaminant or of any Release of a Contaminant into the
        Environment from or upon the land or property owned, operated or controlled by any of the
        Harvest Parties which would reasonably be expected to have a Material
    Adverse Effect.








- 22 - 

	 	(h) 	 Notice of Material Adverse Effect. The Borrower
        will, promptly upon becoming aware thereof, notify the Agent of the occurrence
        of any event or circumstance that would reasonably be expected to have
        a Material Adverse Effect.

	 	 	 
	 	(i) 	 Notice of New Subsidiaries. The Borrower will
        promptly notify the Agent of the creation or acquisition of any new Subsidiaries
        after the Closing Date or any other changes to the information set forth
        in Schedule J after the Closing Date by circulating an updated Schedule
        J to the Agent for distribution to the Lenders.

	 	 	 
	 	(j) 	 Requested Information. The Borrower will, promptly
        after any request therefor, provide or make reasonably available to the
        Agent such other information regarding the Harvest Parties and their respective
        operations, business, insurance assets, environmental standing, financial
        condition, financial forecasts or other information as may in any such
        case be reasonably requested by the Agent on behalf of the Lenders (subject
        to any confidentiality restrictions which the Borrower shall use reasonable
        commercial efforts to overcome).



14.2    Affirmative Covenants.
  While any Obligations are outstanding or while the Credit Facility
  remains available to the Borrower, the Borrower covenants with the Lenders that:

	 	(a) 	 Punctual Payment. The Borrower will pay or cause
        to be paid all Obligations punctually when due.

	 	 	 
	 	(b) 	 Legal Existence. Except as permitted by Section
        17.1, the Borrower will do or will cause to be done all things necessary
        to preserve and keep in full force and effect each of the Borrower's and
        the applicable Harvest Parties' legal existence in good standing under
        the Laws of its governing jurisdiction.

	 	 	 
	 	(c) 	 Compliance with Law. The Borrower will, and will
        cause the other Harvest Parties to, comply with all applicable Laws, including
        Environmental Laws, except to the extent that the failure to so comply
        would not reasonably be expected to have a Material Adverse Effect.

	 	 	 
	 	(d) 	 Performance. The Borrower will, and will cause
        each of the other Harvest Parties and, if applicable, any Non-Restricted
        Subsidiaries to, observe the terms of and perform its obligations under
        each of the Documents to which it is a party.

	 	 	 
	 	(e) 	 Inspection of Property; Books and Records; Discussions.
        The Borrower will, and will cause each Harvest Party to, maintain
        books and records of account in accordance with GAAP and all applicable
        Laws; and permit representatives of the Agent no more than once a year
        while no Default or Event of Default exists (at the Lenders' expense)
        and at any time while a Default or Event of Default exists (at the Borrower's
        expense), subject to the Borrower's health and safety requirements and
        to the extent reasonably within its control, to visit and inspect any
        property of any Harvest Party (excluding if and when acquired, the Black Gold Assets), including with respect to environmental
        matters related thereto, and to examine and make abstracts from any books
        and records of any Harvest Party at any reasonable time during normal
        business hours and upon reasonable request and notice and to discuss the
        business, property, condition (financial or otherwise) and prospects of
        any Harvest Party with their senior officers and (in the presence of such
    representatives, if any, as it may designate) with its auditors.








- 23 - 

	 	(f) 	 Operation of Properties. The Borrower will, and
        will cause the other Harvest Parties to, manage, maintain and operate
        their respective property, or, if it is not the operator, use reasonable
        commercial efforts to ensure that such property is managed, maintained
        and operated, in accordance with (i) sound industry practice and (ii)
        all applicable Laws, except to the extent that the failure to do so would
        not reasonably be expected to have a Material Adverse Effect.

	 	 	 
	 	(g) 	 Performance of Leases. The Borrower will, and
        will cause the other Harvest Parties to, perform or cause to be performed
        all obligations under all leases relating to its property (except if and
        when acquired, the Black Gold Assets), including payment of rentals, royalties,
        taxes or other charges in respect thereof which are necessary to maintain
        all such leases in good standing in all material respects, except to the
        extent that the failure to do so would not reasonably be expected to have
        a Material Adverse Effect, provided that this covenant will not restrict
        their right to surrender leases which are uneconomic to maintain.

	 	 	 
	 	(h) 	 Insurance. The Borrower will maintain or cause
        to be maintained with insurers of recognized standing adequate insurance
        (including deductibles which are customary for the industry) in respect
        of the property of the Harvest Parties, including all wellhead equipment
        and other plant and equipment according to prudent industry standards,
        and will provide the Agent with copies of all insurance policies relating
        thereto if so requested.

	 	 	 
	 	(i) 	 Payment of Taxes. The Borrower will, and will
        cause the other Harvest Parties to, file all tax returns which are required
        to be filed and pay all Taxes (including interest and penalties) which
        are due and payable, unless such payment is being disputed in good faith,
        and the applicable Harvest Party has made all appropriate provisions in
        respect thereof in accordance with GAAP, except, in either case, to the
        extent that a failure to do so would not reasonably be expected to have
        a Material Adverse Effect.

	 	 	 
	 	(j) 	 Remittances. The Borrower will, and will cause
        the other Harvest Parties to, make all of the remittances required to
        be made by each Harvest Party to the applicable federal, provincial, municipal
        or state governments and keep such remittances up to date, except to the
        extent that a failure to do so would not reasonably be expected to have
        a Material Adverse Effect.

	 	 	 
	 	(k) 	 Partners, Shareholders and Beneficiaries. All
        of the partners in the Subsidiary Partnerships, all of the shareholders
        in the corporate Restricted Subsidiaries, all of the trustees (except
        as may be otherwise required by applicable Law or to preserve the status or properties of any Subsidiary
        Trust in which case a third party professionally qualified trustee will
        be permitted) and beneficiaries of the Subsidiary Trusts and all of the
        administrators of the Subsidiary Trusts will at all times be Harvest Parties.








- 24 - 

	 	(l) 	 Wholly-Owned Status. The Restricted Subsidiaries
        will at all times be direct or indirect wholly-owned Subsidiaries of the
        Borrower and all ownership interests therein shall be held by one or more
        Harvest Parties.

	 	 	 
	 	(m) 	 [Intentionally Deleted]

	 	 	 
	 	(n) 	 Ownership of Assets. The Borrower will ensure
        at all times that the Borrower and the Restricted Subsidiaries directly
        own not less than 85% of the Consolidated Tangible Assets.



14.3    [Intentionally Deleted]

14.4    Negative Covenants. While
  any Obligations are outstanding or while the Credit Facility remains available
  to the Borrower: 

	 	(a) 	 Limitation on Liens. The Borrower will
        not, and will not permit any other Harvest Parties to, provide or permit
        a Security Interest to exist over its property, assets or undertaking,
        except for Permitted Encumbrances.

	 	 	 	 	 
	 	(b) 	 Limitation on Distributions. The Borrower
        will not, and will not permit any other Harvest Parties to:

	 	 	 	 	 
	 		(i) 	 make any Distribution except for the following
        permitted Distributions:

	 	 	 	 	 
	 			(A) 	 any Distribution provided that the Consolidated Total
        Debt to EBITDA Ratio will not exceed 2.5:1.0 immediately after such Distribution
        and after giving effect to any Consolidated Total Debt incurred to fund,
        directly or indirectly, such Distribution (and, for the purposes of this
        clause (A), Consolidated Total Debt shall be determined immediately after
        such Distribution and Consolidated EBITDA shall be determined as at the
        end of the most recent fiscal quarter);

	 	 	 	 	 
	 			(B) 	 any Distribution provided that the aggregate of such
        Distribution together with all other Distributions made during the most
        recent three fiscal quarters and the current fiscal quarter will not exceed
        an amount equal to (x) Consolidated EBITDA for the most recent four fiscal
        quarters minus (y) the aggregate capital expenditures made by the Harvest
        Parties during the most recent three fiscal quarters and the current fiscal
        quarter; and

	 	 	 	 	 
	 			(C) 	 any other Distribution provided that: (x) the aggregate
        of all Distributions made since April 29, 2011 pursuant to this clause
        (C) will not exceed Cdn. $150,000,000, and
  (y) immediately after each Distribution made under this clause (C) in excess
  of a cumulative maximum amount of Cdn. $100,000,000, Harvest shall be in compliance
  with each of the financial covenants in section 14.3 of the Existing Credit
  Agreement as determined on a pro forma basis using the then current amounts
  of Consolidated Senior Debt, Consolidated Total Debt and Intercompany Subordinated
  Debt and using the historical amounts of Consolidated EBITDA and shareholders'
  equity from either the most recent delivered compliance certificate under the
  Existing Credit Agreement or the most recent financial statements of the Borrower; 








- 25 - 

	 		 provided that, notwithstanding the foregoing, no Distribution
        shall be made if a Default or Event of Default has occurred and is continuing
        or could reasonably be expected to occur as a result of the making of
        such Distribution;

	 	 	 
	 	(ii) 	 make any payment in respect of the Notes if Default
        or Event of Default exists, except that one regularly scheduled interest
        payment may be made in respect of the Notes while a Default exists but
        prior to an Event of Default occurring, provided in any such case that
        no new Default or Event of Default could reasonably be expected to occur
        as a result of making such payment; or

	 	 	 
	 	(iii) 	 make any payment (other than the issuance of shares
        of the Borrower) in respect of Convertible Debentures or Subordinated
        Debt if a Default or Event of Default exists or could reasonably be expected
        to occur as a result of making such payment.





	 	(c) 	 Limitation on Hedge Agreements. The
        Borrower will not, and will not permit any other Harvest Parties to, enter
        into or maintain Hedge Agreements unless the same are entered into in
        accordance with the then applicable hedging policies approved by the board
        of directors of the Borrower, provided that notwithstanding the foregoing,
        the Borrower and the other Harvest Parties will not enter into or maintain
        Hedge Agreements for speculative purposes.

	 	 	 	 
	 	(d) 	 Financial Assistance or Capital Contributions.
        The Borrower will not, and will not permit any other Harvest Parties
        to:

	 	 	 	 
	 		(i) 	 provide any guarantee, loan or other financial assistance
        to any Person, other than to or for the benefit of another Harvest Party;
        or

	 	 	 	 
	 		(ii) 	 make any contributions of capital or any other forms
        of equity investment in any Person that is not a Harvest Party;



which in aggregate exceeds $25,000,000
  (or the Canadian Dollar Exchange Equivalent thereof) at any particular time
  (as determined from and after the Closing Date and, for certainty, (A) any equity
  investment will be valued at the time such investment is made and (B) any financial
        assistance or equity investments, to the extent repaid or otherwise returned,
  will be excluded from any subsequent determination of this limit).




- 26 - 

	 	(e) 	 Transactions with Affiliates. The Borrower
        will not, and will not permit any other Harvest Parties to, except as
        specifically permitted hereunder, enter into any transaction, including
        the purchase, sale or exchange of any property or the rendering of any
        services, with any of its shareholders, partners or with any Affiliate,
        or with any of its or their directors or officers, or enter into, assume
        or suffer to exist any employment, consulting or analogous agreement or
        arrangement with any such shareholder, partner or Affiliate or with any
        of its directors or officers, except a transaction or agreement or arrangement
        which is in the ordinary course of business of the applicable Harvest
        Party and which is upon terms not materially less favourable to the applicable
        Harvest Party than it would obtain in comparable arms-length transaction;
        provided that such restriction will not apply to: (i) any transaction
        among the Harvest Parties and provided loans or other financial assistance
        from KNOC Korea and its subsidiaries and Affiliates may be at less than
        market rates provided that such loans otherwise are in accordance with
        applicable Laws, or (ii) any transactions or agreements where the aggregate
        payments made thereunder are less than Cdn. $5,000,000 per calendar year.

	 	 	 	 
	 	(f) 	 Change in Business. The Borrower will
        not, and will not permit any other Harvest Parties to:

	 	 	 	 
	 		(i) 	 make any material change in the nature of its business
        as carried on at the Closing Date which in any event will be permitted
        to include the ownership and development of Oil and Gas Properties and
        the refining and marketing of Petroleum Substances (whether or not produced
        from the Oil and Gas Properties) and properties and businesses reasonably
        ancillary thereto and including, without limitation, the exploration,
        development, production, processing, upgrading, transportation and non-speculative
        marketing of Petroleum Substances and related products; or

	 	 	 	 
	 		(ii) 	 except for the purchase of Petroleum Substances for
        use in the Refinery from non-OECD Countries, carry on business outside
        of the OECD Countries or any other jurisdictions approved by the Majority
        Lenders acting reasonably.

	 	 	 	 
	 	(g) 	 Asset Dispositions. The Borrower will
        not, and will not permit the other Harvest Parties to, directly or indirectly,
        make any sale, exchange, lease, transfer or other disposition of (i) any
        of its right, title and interest in the Material Contracts other than
        to another Harvest Party, or (ii) any of its properties or assets to any
        Person if such sale, exchange, lease, transfer or other disposition would
        reasonably be expected to have a Material Adverse Effect.








- 27 - 

	 	(h) 	 Material Contracts. The Borrower will not, and
        will not permit the other Harvest Parties to, terminate, make any amendment
        to or waive any provision of any of the Material Contracts if to do so
        would reasonably be expected to have a Material Adverse Effect. The Borrower
        will provide copies of all material amendments, supplements or replacements
        of any Material Contract to the Agent with sufficient copies for the Lenders.
        Notwithstanding the foregoing, the Borrower will not permit any amendment
        to the terms of the Material Contracts as they relate to the determination
        and calculation of Distributions that can be distributed by the Harvest
        Parties without the prior consent of the Majority Lenders if such amendment
        would materially change the determination and method of calculation of
        such Distributions.



ARTICLE 15 

  DESIGNATION OF RESTRICTED SUBSIDIARIES 

15.1    Designation of Non-Restricted/Restricted
  Subsidiaries. 

	 	(a) 	 The Borrower from time to time, by notice
        to the Agent, shall be entitled to designate and redesignate that either:

	 	 	 	 
	 		(i) 	 a Restricted Subsidiary will be a Non-Restricted Subsidiary;
        or

	 	 	 	 
	 		(ii) 	 a Non-Restricted Subsidiary will be a Restricted Subsidiary,

	 	 	 	 
	 		 provided that the Borrower will not be entitled
        to:

	 	 	 	 
	 		(iii) 	 make any such designation if a Default or an Event of
        Default has occurred and is continuing (unless such designation will cure
        such Default or Event of Default); or

	 	 	 	 
	 		(iv) 	 make any such designation if a Default or an Event of
        Default would result from or exist immediately after such a designation.

	 	 	 	 
	 	(b) 	 The Borrower will, concurrently with delivery
        of a notice pursuant to Section 15.1(a), deliver to the Agent (i) a certificate
        of a senior officer of the Borrower addressed to the Agent and the Lenders
        certifying that the Borrower is entitled to make the designation referenced
        in such notice and (ii) an updated Schedule J reflecting such designation.

	 	 	 	 
	 	(c) 	 [Intentionally Deleted]



ARTICLE 16 

  INDEMNITY OF BORROWER 

16.1    Indemnity of Borrower.
  The Borrower hereby indemnifies and holds harmless each of the Agent and the
  Lenders, including their respective directors, officers, employees, consultants
  and agents (in this Section 16.1, collectively the “indemnified parties”),
  from and against any Claims suffered or incurred by an indemnified party, by
  reason of: 




- 28 - 

	 	(a) 	 the use of proceeds of the Credit Facility to finance
        any transaction (whether in whole or in part or directly or indirectly);
        or

	 	 	 
	 	(b) 	 the Release of any Contaminant into the Environment
        or breach of any Environmental Laws and the remedial action, if any, required
        to be taken by the Agent or the Lenders in respect of any such Release
        or breach;



except in such cases where and to the extent that any such Claim
  arises from the gross negligence or wilful misconduct of such indemnified parties.
  This indemnity will survive repayment or cancellation of the Credit Facility
  or any part thereof, including any termination of the other provisions of this
  Agreement. Other than for reasonable costs and expenses incurred by the indemnified
  parties for investigating, defending or denying a Claim or preparing any necessary
  environmental assessment report or other reports in connection with any Claim
  (the reasonable costs thereof to be paid forthwith by the Borrower on demand
  therefor), the indemnified parties will not request indemnification from the
  Borrower unless an indemnified party is required by Law, based on the advice
  of such indemnified party's counsel, to honour a Claim or any part thereof.
  The indemnified parties will be entitled, but not obligated, to negotiate any
  settlement of a Claim in consultation with the Borrower, and any such settlement
  will be binding on the Parties. The provisions of this Article 16 shall survive
  repayment of the Obligations and termination of this Agreement. 

16.2    Right to Defend. The
  Borrower will have the right, through the appointment of counsel, to participate
  in and/or control any action, suit or proceeding for which it is liable as an
  indemnitor under Section 16.1; provided that: 

	 	(a) 	 the Borrower will not have the right to participate
        in or control such action, suit or proceeding if it involves potential
        imposition of criminal liability upon the indemnified party or a conflict
        of interest between the Borrower and the indemnified party; and

	 	 	 
	 	(b) 	 the indemnified party, at the Borrower's expense, will
        have the right to retain its own counsel in the event of inconsistent
        defences, conflicts of interest, the Borrower not assuming the defence
        of the action within a reasonable period of time or there being defences
        available to the indemnified party which are different from or in addition
        to those available to the Borrower, and such participation by the indemnified
        party in the defence will not release the Borrower from any liability
        that it may have to such indemnified party.



ARTICLE 17

  REORGANIZATION 

17.1    Successor Harvest Party.
  The Borrower will not, and will not permit any other Harvest Party to, enter
  into any transaction whereby all or substantially all of the undertaking, property
  and assets of the Borrower or of such Harvest Party would become the property
  of any other Person (a “successor entity”) whether by way of reconstruction,
  reorganization, recapitalization, consolidation, amalgamation, merger, transfer,
  sale or otherwise (provided that a transaction solely among the Harvest Parties
  shall be permitted) unless: 




- 29 - 

	 	(a) 	 prior to or contemporaneously with the consummation
        of such transaction, such Harvest Party, and the successor entity, as
        applicable, shall have executed such instruments and done such things
        as in the opinion of the Agent, acting reasonably, are necessary or advisable
        to establish that upon the consummation of such transaction:

	 	 	 	 
	 		(i) 	 the successor entity shall have assumed all the covenants
        and obligations of such Harvest Party under the Documents to which it
        is a party;

	 	 	 	 
	 		(ii) 	 the Documents, as applicable, shall be a valid and binding
        obligation of the successor entity entitling the Agent and the Lenders,
        as against the successor entity, to exercise all their rights thereunder;

	 	 	 	 
	 		(iii) 	 the rights and benefits afforded or intended to be afforded
        the Agent and the Lenders under the Documents to which such Harvest Party
        is a party are not adversely affected in any material respect; and

	 	 	 	 
	 		(iv) 	 legal opinions satisfactory to the Agent confirming
        the matters set forth in Sections 17.1(a)(i) and (ii) above are provided
        by Borrower's Counsel;

	 	 	 	 
	 	(b) 	 no Default or Event of Default is subsisting
        or would occur after giving effect to such transaction;

	 	 	 	 
	 	(c) 	 the Lenders, acting reasonably, are satisfied
        that the creditworthiness of the successor entity is no less than the
        creditworthiness of the predecessor entity or are otherwise satisfied
        with the creditworthiness of the successor entity, provided that the Lenders
        shall be deemed to be satisfied with the creditworthiness of the successor
        entity if the Lenders have received satisfactory evidence that the applicable
        rating agencies have concluded that the senior secured long term debt
        of the successor entity will be rated equal to or above Investment Grade
        after giving effect to such transaction; and

	 	 	 	 
	 	(d) 	 such transaction would not otherwise be reasonably
        expected to have a Material Adverse Effect.



ARTICLE 18 

  EVENTS OF DEFAULT 

18.1    Event of Default. Each
  of the following events will constitute an Event of Default: 

	(a) 	 Failure to Pay. If the Borrower defaults in the
        due and punctual payment of any principal amounts owing under the Documents
        as and when the same becomes due and payable, whether at maturity or otherwise;
        or if the Borrower defaults in the payment of any interest, fees or other
        amounts owing under the Documents as and when the same become due and
        payable and such default continues for a period of 3 Banking Days.








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	 	(b) 	 Incorrect Representations. If any representation
        or warranty made or deemed to be made by KNOC Korea or a Harvest Party
        in the Documents will prove to have been incorrect when so made or deemed
        to have been made as herein provided and, if capable of being cured, such
        default continues for a period of 30 days after notice thereof being given
        to the Borrower by the Agent.

	 	 	 
	 	(c) 	 Breach of Selected Covenants. If there is a breach
        in the performance or observance of any of the covenants or agreements
        in Section 14.4(b), 14.4(g) or 17.1.

	 	 	 
	 	(d) 	 Breach of Remaining Covenants. Except for an
        Event of Default set out elsewhere in this Section 18.1, if KNOC Korea,
        the Borrower or another Harvest Party defaults in the performance or observance
        of any covenant, obligation or condition to be observed or performed by
        it pursuant to any of the Documents or any other agreement now or hereafter
        made by the Borrower or another Harvest Party with the Agent and the Lenders
        and, if capable of being cured, such default continues for a period of
        30 days after the earlier of a senior officer of KNOC Korea, the Borrower
        or another Harvest Party acquires actual knowledge thereof or notice thereof
        is given to the Borrower by the Agent.

	 	 	 
	 	(e) 	 Insolvency. If a judgment, decree or order of
        a court of competent jurisdiction is entered against KNOC Korea or any
        of the Harvest Parties, (i) adjudging such party bankrupt or insolvent,
        or approving a petition seeking its reorganization or winding-up under
        the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors
        Arrangement Act (Canada) or any other bankruptcy, insolvency or analogous
        Law, or (ii) appointing a receiver, trustee, liquidator, or other person
        with like powers, over all, or substantially all, of the property of such
        party and, in the case of a petition, application or proceeding instituted
        by a third party, such judgment, decree or order is not stayed or dismissed
        within 10 Banking Days.

	 	 	 
	 	 (f) 
	 Winding Up. If, (i) except as permitted
        by Section 17.1, an order or a resolution is passed for the dissolution,
        winding-up, reorganization or liquidation of KNOC Korea or any of the
        Harvest Parties, pursuant to applicable Laws, including the Business
        Corporations Act (Alberta), or (ii) if KNOC Korea or any of the Harvest
        Parties institutes proceedings to be adjudicated bankrupt or insolvent,
        or consents to the institution of bankruptcy or insolvency proceedings
        against it under the Bankruptcy and Insolvency Act (Canada), the
        Companies' Creditors Arrangement Act (Canada) or any other bankruptcy,
        insolvency or analogous Law, or (iii) KNOC Korea or any of the Harvest
        Parties consents to the filing of any petition under any such Law or to
        the appointment of a receiver, or other person with like powers, over
        all, or substantially all, of such party's property, or (iv) KNOC Korea
        or any of the Harvest Parties makes a general assignment for the benefit
        of creditors, or becomes unable to pay its debts generally as they become
        due, or (v) KNOC Korea or any of the Harvest Parties takes or consents
        to any action in furtherance of any of the aforesaid purposes.








- 31 - 

	 	(g) 	 Other Indebtedness. Any default shall have occurred
        and is continuing in respect of any Indebtedness of one or more Harvest
        Parties (other than the Obligations or “Hedge Indebtedness”
        (as defined in the Existing Credit Agreement) owing to a Lender or its
        Affiliate) which results in the acceleration of the payment of such Indebtedness
        or which permits the holder thereof to accelerate the payment of such
        Indebtedness and if there is a grace period applicable thereto arising
        under contract or otherwise, such default continues beyond the expiry
        of such grace period or if any lender shall demand repayment of any Indebtedness
        owed to it by any Harvest Party which is repayable on demand, and the
        aggregate outstanding principal amount of all such Indebtedness is at
        least $35,000,000 (or the Canadian Dollar Exchange Equivalent thereof).

	 	 	 
	 	(h) 	 Final Judgments. A final judgment or judgments
        or any order is entered against one or more Harvest Parties in an aggregate
        amount equal to or greater than $35,000,000 (or the Canadian Dollar Exchange
        Equivalent thereof), which remains unsatisfied or undischarged for a period
        of 30 days during which such judgment shall not be subject to an appeal
        or execution thereof will not be effectively stayed.

	 	 	 
	 	(i) 	 Cessation of Business. Except as permitted by
        Section 17.1, any of the Harvest Parties whose business or assets are
        material to the Harvest Parties taken as a whole ceases or proposes to
        cease carrying on business, or a substantial part thereof, or makes or
        threatens to make a bulk sale of its property.

	 	 	 
	 	(j) 	 Hedge Indebtedness. The Borrower fails to make
        payment when due of any “Hedge Indebtedness” (as defined in
        the Existing Credit Agreement) owing to a Lender or its Affiliate and
        such payment default continues for 5 Banking Days after the expiry of
        all applicable cure periods.

	 	 	 
	 	 (k) 
	 Seizure of Property. The property
        of any one or more of the Harvest Parties (excluding any Black Gold Assets,
        if and when acquired) having a fair market value in excess of $35,000,000
        (or the Canadian Dollar Exchange Equivalent thereof), in the aggregate,
        shall be seized (including by way of execution, attachment, garnishment
        or distraint) or any Security Interest thereon shall be enforced, or such
        property shall become subject to any charging order or equitable execution
        of a court, or any writ of enforcement, writ of execution or distress
        warrant with respect to obligations in excess of $35,000,000 shall exist
        in respect of any one or more of the Harvest Parties or such property,
        or any sheriff, civil enforcement agent or other Person shall become lawfully
        entitled to seize or distrain upon any such property under the Civil
        Enforcement Act (Alberta), the Workers' Compensation Act (Alberta),
        the Personal Property Security Act (Alberta) or any other applicable
        Laws whereunder similar remedies are provided, and in any case such seizure,
        execution, attachment, garnishment, distraint, charging order or equitable
        execution, or other seizure or right, shall continue in effect and not
        released or discharged for more than 30 days.








- 32 - 

	 	(l) 	 Loss of Control. If KNOC Korea ceases at any
        time to have Control of the Borrower without the prior written consent
        of the Majority Lenders.

	 	 	 
	 	(m) 	 Enforceability of Documents. If (i) any material
        provision of any Document shall at any time cease to be in full force
        and effect, be declared to be void or voidable or shall be repudiated
        and the Borrower has not, if such defect is capable of being remedied,
        forthwith commenced to remedy such defect and remedied such defect within
        30 days after notice thereof being given to the Borrower by the Agent,
        or (ii) the validity or enforceability of any material provision of any
        Document shall at any time be contested by any Harvest Party or KNOC Korea.

	 	 	 
	 	(n) 	 Qualified Auditor Report. If the audited financial
        statements of the Borrower that are required to be delivered by the Borrower
        pursuant to Section 14.1(a) contain a qualification that is not acceptable
        to the Majority Lenders, acting reasonably, and such qualification is
        not rectified or otherwise dealt with to the satisfaction of the Majority
        Lenders, acting reasonably, within a period of 30 days after the delivery
        of such financial statements by the Borrower hereunder.



18.2    Remedies. Upon
  the occurrence of an Event of Default, the Lenders may forthwith terminate any
  further obligation to make Advances and the Majority Lenders, through the Agent,
  may declare all Obligations to be immediately due and payable, whereupon the
  Borrower will be obligated without any further grace period to forthwith pay
  such amounts and the Agent and the Lenders may, subject to Section 22.11, exercise
  any and all rights, remedies, powers and privileges afforded by applicable Law
  or under any and all other instruments, documents and agreements made to assure
  payment and performance of the obligations of the Borrower under the Documents.


18.3    Waivers. An Event
  of Default may be waived by the Majority Lenders, except that an Event of Default
  set forth in Section 18.1(e), 18.1(f), 18.1(i) or 18.1(l) may only be waived
  by all of the Lenders. 

ARTICLE 19 

  CONFIDENTIALITY 

19.1    Exchange and Confidentiality
  of Information

	 	(a) 	 Each of the Agent and the Lenders acknowledges
        the confidential nature of the Information (as defined below) and agrees
        to use all reasonable efforts to prevent the disclosure thereof; provided,
        however, that:

	 	 	 	 
	 		(i) 	 the Agent and the Lenders may disclose all or any part
        of the Information if, in their reasonable opinion, such disclosure is
        required in connection with any actual or threatened judicial, administrative
        or governmental proceedings including, without limitation, proceedings
        initiated under or in respect of this Agreement;

	 	 	 	 
	 		(ii) 	 the Agent and the Lenders shall incur no liability in
        respect of any Information required to be disclosed by any applicable
        law or regulation, or by applicable order, policy or directive having the
    force of law, to the extent of such requirement;








- 33 - 

	 	(iii) 	 the Agent and the Lenders may provide their Affiliates,
        Lenders' legal counsel and their other agents and professional advisors
        with any Information; provided that such Persons shall be under a like
        duty of confidentiality to that contained in this Section;

	 	 	 
	 	(iv) 	 the Agent and each of the Lenders may provide their
        insurers and re- insurers and any actual or prospective counterparty (or
        its advisors) to any securitization, swap or derivative transaction relating
        to the Borrower, its Subsidiaries and the Obligations with any Information;
        provided that such Persons shall be under a like duty of confidentiality
        to that contained in this Section;

	 	 	 
	 	(v) 	 the Agent and the Lenders may disclose the Information
        to (A) any other Lender or (B) any assignee or participant or bona fide
        prospective assignee or participant pursuant to Section 20.2, in each
        case where such Person agrees to be under a like duty of confidentiality
        to that contained in this Section; and

	 	 	 
	 	(vi) 	 the Agent and the Lenders may disclose all or any part
        of the Information so as to enable the Agent or any Lender to initiate
        any lawsuit against the Borrower or to defend any lawsuit commenced by
        the Borrower the issues of which touch on the Information, but only to
        the extent such disclosure is necessary to the initiation or defense of
        such lawsuit





	 	(b) 	 Each of the Agent and the Lenders acknowledges and agrees
        that the Information cannot be used for any purposes other than in connection
        with matters relating to this Agreement.

	 	 	 
	 	(c) 	 For the purposes of this Section 19.1, "Information"
        means the financial, operational and other information and data provided
        to the Agent and the Lenders from time to time by the Borrower or any
        Subsidiary pursuant to this Agreement, but shall exclude information and
        data (i) which is or becomes readily available to the public (other than
        by a breach hereof) or which has been made readily available to the public
        by the Borrower or its Subsidiaries, (ii) which the Agent or the relevant
        Lender can show was, prior to receipt thereof from the Borrower or any
        Subsidiary, lawfully in the Agent's or relevant Lender's possession and
        not then subject to any obligation on its part to the Borrower to maintain
        confidentiality, or (iii) which the Agent or the relevant Lender received
        from a third party who was not, to the knowledge of the Agent or such
        Lender, under a duty of confidentiality to the Borrower at the time the
        information was so received.








- 34 - 

ARTICLE 20 

  ASSIGNMENT 

20.1    Assignment of Interests.
  Except as expressly permitted under this Article 20 and subject
  to Article 17, this Agreement and the rights and obligations hereunder will
  not be assignable, in whole or in part, by the Borrower without the prior consent
  of all of the Lenders. 

20.2    Assignment by the Lenders.
  Each Lender will have the right to sell or assign, in minimum portions
  of $5,000,000 (unless such assignment is between existing Lenders or consists
  of a Lender's entire Individual Commitment Amount), such Lender's Individual
  Commitment Amount to one or more financial institutions with the consent of
  the Agent and, in all cases if no Event of Default has occurred and is continuing,
  the consent of the Borrower, each such consent not to be unreasonably withheld
  or delayed, and further provided that at and after the time of the assignment,
  the Borrower will not be under any obligation to pay, by way of withholding
  tax or otherwise, any greater amount than it would have been obliged to pay
  if the Lender had not made an assignment and provided further that each continuing
  Lender will at all times maintain an Individual Commitment Amount in an aggregate
  principal amount at least equal to $5,000,000. Notwithstanding the foregoing,
  (a) a Lender may sell or assign its Rateable Portion to an existing Lender without
  the consent of the Agent or the Borrower, (b) a Lender may sell or assign its
  Rateable Portion to an Affiliate thereof or an Approved Fund without the consent
  of the Agent or the Borrower if (i) such Lender remains liable for its obligations
  under the Documents notwithstanding such sale or assignment, and (ii) the Borrower
  will not be under any obligation to pay, by way of withholding tax or otherwise,
  any greater amount than it would have been obliged to pay if the Lender had
  not made such sale or assignment; and (c) a Lender may at any time pledge or
  assign a security interest in all or any portion of its rights under this Agreement
  to secure obligations of such Lender, including without limitation any pledge
  or assignment to secure obligations to a Federal Reserve Bank, and this Section
  20.2 shall not apply to any such pledge or assignment of a security interest;
  provided that no such pledge or assignment of a security interest shall release
  a Lender from any of its obligations hereunder or substitute any such pledgee
  or assignee for such Lender as a party hereto. An assignment fee of $3,500 for
  each such assignment (other than to an Affiliate) will be payable to the Agent
  by the assignor Lender. In the event of such sale or assignment, the Borrower
  will execute and deliver all such agreements, documents and instruments as the
  Agent or Lender may reasonably request to effect and recognize such syndication,
  participation, sale or assignment.

20.3    Effect of Assignment. To
  the extent that any Lender assigns any portion of its Individual Commitment
  Amount pursuant to Section 20.2 and such new Lender or new Lenders, as the case
  may be, has executed and delivered to the Borrower and the Agent an Assignment,
  such Lender will be relieved and forever discharged of any and all of its covenants
  and obligations under the Documents in respect of that portion of its Individual
  Commitment Amount so sold or assigned from and after the effective date of the
  Assignment and the Borrower's recourse under the Documents in respect of such
  portion so sold or assigned from and after the effective date of the Assignment
  will be to such new Lender or new Lenders, as the case may be, only and their
  successors and permitted assigns. 

20.4    Participations. Any
  Lender may at any time sell to one or more financial institutions or other Persons
  (each of such financial institutions and other Persons being herein called a
“Participant”) participating interests
  in any of the Borrowings, commitments, or other interests of such Lender hereunder,
provided, however, that: 




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	 	(a) 	 no participation contemplated in this Section 20.4 will
        relieve such Lender from its commitments or other obligations hereunder
        or under any other Document;

	 	 	 
	 	(b) 	 such Lender will remain solely responsible for the performance
        of its commitments and such other obligations as if such participation
        had not taken place;

	 	 	 
	 	(c) 	 the Agent and the Borrower will continue to deal solely
        and directly with such Lender in connection with such Lender's rights
        and obligations under this Agreement and each of the other Documents;

	 	 	 
	 	(d) 	 no Participant will have any right (through a right
        of consent or approval or otherwise) to require such Lender to take or
        refrain from taking any action hereunder or under any other Document;
        and

	 	 	 
	 	(e) 	 the Borrower will not be required to pay any amount
        hereunder that is greater than the amount which it would have been required
        to pay had no participating interest been sold.



ARTICLE 21 

  ADMINISTRATION OF THE CREDIT FACILITY 

21.1    Appointment and Authority.
  Each of the Lenders hereby irrevocably appoints, designates and authorizes
  Bank of America to act on its behalf as the Agent hereunder and under the other
  Documents and authorizes the Agent to take such actions on its behalf and to
  exercise such powers as are delegated to the Agent by the terms hereof or thereof,
  together with such actions and powers as are reasonably incidental thereto.
  The provisions of this Article are solely for the benefit of the Agent and the
  Lenders and neither the Borrower nor any other Harvest Party shall have rights
  as a third party beneficiary of any of such provisions. It is understood and
  agreed that the use of the term “agent” herein or in any other Documents
  (or any other similar term) with reference to the Agent is not intended to connote
  any fiduciary or other implied (or express) obligations arising under agency
  doctrine of any applicable Law. Instead such term is used as a matter of market
  custom, and is intended to create or reflect only an administrative relationship
  between contracting parties. 

21.2    Rights as a Lender. The
  Person serving as the Agent hereunder shall have the same rights and powers
  in its capacity as a Lender as any other Lender and may exercise the same as
  though it were not the Agent and the term “Lender” or “Lenders”
  shall, unless otherwise expressly indicated or unless the context otherwise
  requires, include the Person serving as the Agent hereunder in its individual
  capacity. Such Person and its Affiliates may accept deposits from, lend money
  to, own securities of, act as the financial advisor or in any other advisory
  capacity for and generally engage in any kind of banking, trust, financial,
  advisory, underwriting or other business with any Harvest Party or any Subsidiary
  or other Affiliate thereof as if such Person were not the Agent hereunder and
  without any duty to account therefor to the Lenders or to provide notice to
  or consent of the Lenders with respect thereto. 




- 36 - 

21.3   Exculpatory Provisions. The
  Agent shall not have any duties or obligations except those expressly set forth
  herein and in the other Documents, and its duties hereunder shall be administrative
  in nature. Without limiting the generality of the foregoing, the Agent and its
  Affiliates and the partners, directors, officers, employees, agents, trustees,
  administrators, managers, advisors and representatives of the Agent and of the
  Agent’s Affiliates (collectively, the “Agent's Related Parties”):


	 	(a) 	 shall not be subject to any fiduciary or other implied
        duties, regardless of whether a Default or Event of Default has occurred
        and is continuing;

	 	 	 
	 	(b) 	 shall not have any duty to take any discretionary action
        or exercise any discretionary powers, except discretionary rights and
        powers expressly contemplated hereby or by the other Documents that the
        Agent is required to exercise as directed in writing by the Majority Lenders
        (or such other number or percentage of the Lenders as shall be expressly
        provided for herein or in the other Documents), provided that the Agent
        shall not be required to take any action that, in its opinion or the opinion
        of its counsel, may expose the Agent to liability or that is contrary
        to any Document or applicable Law, including for the avoidance of doubt
        any action that may be in violation of the automatic stay under any debtor
        relief Law or that may effect a forfeiture, modification or termination
        of property of a Defaulting Lender in violation of any debtor relief Law;
        and

	 	 	 
	 	(c) 	 shall not, except as expressly set forth herein and
        in the other Documents, have any duty or responsibility to disclose, and
        shall not be liable for the failure to disclose, any information relating
        to any Harvest Party or any of its Affiliates that is communicated to
        or obtained by the Person serving as the Agent or any of its Affiliates
        in any capacity.



            Neither
  the Agent nor any of the Agent's Related Parties shall be liable for any action
  taken or not taken by the Agent under or in connection with this Agreement or
  any other Document or the transactions contemplated hereby or thereby (i) with
  the consent or at the request of the Majority Lenders (or such other number
  or percentage of the Lenders as shall be necessary), or as the Agent shall believe
  in good faith shall be necessary, under the circumstances as provided in Section
  18.2 or 21.16) or (ii) in the absence of its own gross negligence or willful
  misconduct as determined by a court of competent jurisdiction by final and nonappealable
  judgment. Any such action taken or failure to act pursuant to the foregoing
  shall be binding on all Lenders. The Agent shall be deemed not to have knowledge
  of any Default or Event of Default unless and until notice describing such Default
  or Event of Default is given in writing to the Agent by the Borrower or a Lender.


            Neither
  the Agent nor any of the Agent's Related Parties have any duty or obligation
  to any Lender or participant or any other Person to ascertain or inquire into
  (i) any statement, warranty or representation made in or in connection with
  this Agreement or any other Document, (ii) the contents of any certificate,
  report or other document delivered hereunder or thereunder or in connection
  herewith or therewith, (iii) the performance or observance of any of the covenants,
  agreements or other terms or conditions set forth herein or therein or the occurrence
  of any Default or Event of Default, (iv) the validity, enforceability, effectiveness
  or genuineness of this Agreement, any other Document or any other agreement, instrument
  or document, or the creation, perfection or priority of any Security Interest
  purported to be created by the Documents, or (v) the satisfaction of any condition
  set forth in Article 6 or elsewhere herein, other than to confirm receipt of
  items expressly required to be delivered to the Agent. 




- 37 - 

21.4   Reliance by Agent. The
  Agent shall be entitled to rely upon, and shall be fully protected in relying
  and shall not incur any liability for relying upon, any notice, request, certificate,
  communication, consent, statement, instrument, document or other writing (including
  any electronic message, Internet or intranet website posting or other distribution)
  believed by it to be genuine and to have been signed, sent or otherwise authenticated
  by the proper Person. The Agent also may rely upon any statement made to it
  orally or by telephone and believed by it to have been made by the proper Person,
  and shall be fully protected in relying and shall not incur any liability for
  relying thereon. In determining compliance with any condition hereunder to the
  making of a Borrowing that by its terms must be fulfilled to the satisfaction
  of a Lender, the Agent may presume that such condition is satisfactory to such
  Lender unless the Agent shall have received notice to the contrary from such
  Lender prior to the making of such Borrowing. The Agent may consult with legal
  counsel (who may be counsel for the Harvest Parties), independent accountants
  and other experts selected by it, and shall not be liable for any action taken
  or not taken by it in accordance with the advice of any such counsel, accountants
  or experts. For purposes of determining compliance with the conditions specified
  in Section 6.1, each Lender that has signed this Agreement shall be deemed to
  have consented to, approved or accepted or to be satisfied with, each document
  or other matter required thereunder to be consented to or approved by or acceptable
  or satisfactory to a Lender unless the Agent shall have received notice from
  such Lender prior to the proposed Closing Date specifying its objections. 

21.5    Delegation of Duties. The
  Agent may perform any and all of its duties and exercise its rights and powers
  hereunder or under any other Document by or through any one or more subagents
  appointed by the Agent. The Agent and any such sub-agent may perform any and
  all of its duties and exercise its rights and powers by or through the Agent's
  Related Parties. The exculpatory provisions of this Article shall apply to any
  such sub-agent and to the Agent's Related Parties and to any analagous related
  parties of any such sub-agent, and shall apply to their respective activities
  in connection with the syndication of the Credit Facility as well as activities
  as Agent. The Agent shall not be responsible for the negligence or misconduct
  of any sub-agents except to the extent that a court of competent jurisdiction
  determines in a final and nonappealable judgment that the Agent acted with gross
  negligence or willful misconduct in the selection of such sub-agents. 

21.6    Resignation of Agent.
  

	 	(a) 	 Notice. The Agent may at any time give notice
        of its resignation to the Lenders and the Borrower. Upon receipt of any
        such notice of resignation, the Majority Lenders shall have the right,
        in consultation with the Borrower, to appoint a successor, which shall
        be a bank with an office in Canada or the United States, or an Affiliate
        of any such bank with an office in Canada or the United States. If no
        such successor shall have been so appointed by the Majority Lenders and
        shall have accepted such appointment within thirty (30) days after the
        retiring Agent gives notice of its resignation (or such earlier day as
        shall be agreed by the Majority Lenders) (the “Resignation Effective
        Date”), then the retiring Agent may (but shall not be obligated
        to) on behalf of the Lenders, appoint a successor Agent meeting the qualifications
        set forth above. Whether or not a successor has been appointed, such resignation
        shall become effective in accordance with such notice on the Resignation
    Effective Date.








- 38 - 

	 	(b) 	 Effect of Resignation or Removal. With effect
        from the Resignation Effective Date (i) the retiring Agent shall be discharged
        from its duties and obligations hereunder and under the other Documents
        (except that in the case of any collateral security held by the Agent
        on behalf of the Lenders under any of the Documents, the retiring Agent
        shall continue to hold such collateral security until such time as a successor
        Agent is appointed) and (ii) except for any indemnity payments or other
        amounts then owed to the retiring Agent, all payments, communications
        and determinations provided to be made by, to or through the Agent shall
        instead be made by or to each Lender directly, until such time, if any,
        as the Majority Lenders appoint a successor Agent as provided for above.
        Upon the acceptance of a successor’s appointment as Agent hereunder,
        such successor shall succeed to and become vested with all of the rights,
        powers, privileges and duties of the retiring Agent (other than any rights
        to indemnity payments or other amounts owed to the retiring Agent as of
        the Resignation Effective Date), and the retiring Agent shall be discharged
        from all of its duties and obligations hereunder or under the other Documents
        (if not already discharged therefrom as provided above in this Section).
        The fees payable by the Borrower to a successor Agent shall be the same
        as those payable to its predecessor unless otherwise agreed between the
        Borrower and such successor. After the retiring Agent’s resignation
        hereunder and under the other Documents, the provisions of this Article
        and Section 16.1 shall continue in effect for the benefit of such retiring
        Agent, its sub-agents and the Agent's Related Parties in respect of any
        actions taken or omitted to be taken by any of them while the retiring
        Agent was acting as Agent.



21.7    Non-Reliance on Agent
  and Other Lenders. Each Lender acknowledges that it has, independently
  and without reliance upon the Agent or any other Lender or any of their respective
  Affiliates and the partners, directors, officers, employees, agents, trustees,
  administrators, managers, advisors and representatives, and based on such documents
  and information as it has deemed appropriate, made its own credit analysis and
  decision to enter into this Agreement. Each Lender also acknowledges that it
  will, independently and without reliance upon the Agent or any other Lender
  or any of their respective Affiliates and the partners, directors, officers,
  employees, agents, trustees, administrators, managers, advisors and representatives,
  and based on such documents and information as it shall from time to time deem
  appropriate, continue to make its own decisions in taking or not taking action
  under or based upon this Agreement, any other Document or any related agreement
  or any document furnished hereunder or thereunder. 

21.8    No Other Duties, Etc.
  Anything herein to the contrary notwithstanding, none of the titles
  listed on the cover page hereof shall have any powers, duties or responsibilities
  under this Agreement or any of the other Documents, except in its capacity,
  as applicable, as the Agent or a Lender hereunder. 




- 39 - 

21.9    Agent May File Proofs of Claim.
  In case of the pendency of any proceeding under any debtor relief
  Law or any other judicial proceeding relative to any Harvest Party, the Agent
  (irrespective of whether the principal of any Borrowings shall then be due and
  payable as herein expressed or by declaration or otherwise and irrespective
  of whether the Agent shall have made any demand on the Borrower) shall be entitled
  and empowered, by intervention in such proceeding or otherwise: 

	 	(a) 	 to file and prove a claim for the whole amount of the
        principal and interest owing and unpaid in respect of the Obligations
        that are owing and unpaid and to file such other documents as may be necessary
        or advisable in order to have the claims of the Lenders and the Agent
        (including any claim for the reasonable compensation, expenses, disbursements
        and advances of the Lenders and the Agent and their respective agents
        and counsel and all other amounts due the Lenders and the Agent under
        Sections 3.4, 3.5 and 12.1) allowed in such judicial proceeding; and

	 	 	 
	 	(b) 	 to collect and receive any monies or other property
        payable or deliverable on any such claims and to distribute the same;



and any custodian, receiver, assignee, trustee, liquidator, sequestrator
  or other similar official in any such judicial proceeding is hereby authorized
  by each Lender to make such payments to the Agent and, in the event that the
  Agent shall consent to the making of such payments directly to the Lenders,
  to pay to the Agent any amount due for the reasonable compensation, expenses,
  disbursements and advances of the Agent and its agents and counsel, and any
  other amounts due to the Agent hereunder. 

Nothing contained herein shall be deemed to authorize the Agent
  to authorize or consent to or accept or adopt on behalf of any Lender any plan
  of reorganization, arrangement, adjustment or composition affecting the Obligations
  or the rights of any Lender to authorize the Agent to vote in respect of the
  claim of any Lender or in any such proceeding. 

21.10   Procedure for Making Advances.
  

	 	(a) 	 Pro Rata Advances. All Advances made by the Lenders
        will be made in accordance with each Lender's Rateable Portion of such
        Advance.

	 	 	 
	 	(b) 	 Instructions from Borrower. The Lenders, through
        the Agent, will make Advances available to the Borrower as required hereunder
        by debiting the account of the Agent to which each Lender's Rateable Portion
        of such Advances have been credited in accordance with Section 5.6 (or
        causing such account to be debited) and, in the absence of other arrangements
        agreed to by the Agent and the Borrower in writing, by transferring (or
        causing to be transferred) like funds in accordance with the instructions
        of the Borrower as set forth in the Notice of Drawdown, Notice of Rollover
        or Notice of Conversion, as the case may be, in respect of each Advance,
        provided that the obligation of the Agent hereunder will be limited to
        taking such steps as are in keeping with its normal banking practice commercially
        reasonable in the circumstances to implement such instructions, and the Agent will not be liable for any damages, claims
        or costs which may be suffered by the Borrower or any of the Lenders and
        occasioned by the failure of such funds to reach their designated destination,
        unless such failure is due to the gross negligence or wilful misconduct
    of the Agent.








- 40 - 

	 	(c) 	 Assumption Respecting Availability. Unless the
        Agent has been notified by a Lender within 2 Banking Days prior to an
        anticipated Advance that such Lender will not make available to the Agent
        its Rateable Portion of such Advance, the Agent may assume, without any
        enquiry required on its part, that such Lender has made or will make such
        portion of the Advance available to the Agent on the date such Advance
        is to take place, in accordance with the provisions hereof and the Agent
        may, in reliance upon such assumption, make available to the Borrower
        on such date a corresponding amount. If and to the extent such Lender
        will not have so made its Rateable Portion of an Advance available to
        the Agent, such Lender agrees to pay to the Agent, forthwith on demand,
        such Lender's Rateable Portion of the Advance and all reasonable costs
        and expenses incurred by the Agent in connection therewith together with
        interest thereon (at the rate payable thereunder by the Borrower in respect
        of such Advance) for each day from the date such amount is made available
        to the Borrower until the date such amount is paid to the Agent, provided
        however, that if such Lender fails to so pay, the Borrower covenants and
        agrees that without prejudice to any rights the Borrower may have against
        such Lender, it will repay the amount of such Lender's Rateable Portion
        of the Advance (without duplication) to the Agent for the account of the
        Agent after receipt of the certificate referred to below and forthwith
        after demand therefor by the Agent. The amount payable to the Agent pursuant
        hereto will be as set forth in a certificate delivered by the Agent to
        such non-paying Lender and the Borrower (which certificate will contain
        reasonable details of how the amount payable is calculated) and will be
        conclusive and binding, for all purposes, in the absence of manifest error.
        If such Lender makes the payment to the Agent as required herein, the
        amount so paid will constitute such Lender's Rateable Portion of the Advance
        for purposes of this Agreement. The failure of any Lender to make its
        Rateable Portion of the Advance will not relieve any other Lender of its
        obligation, if any, hereunder to make its Rateable Portion of the Advance
        on the date that such Advance is to take place, but no Lender will be
        responsible for the failure of any other Lender to provide its Rateable
        Portion of any Advance.



21.11   Remittance of Payments. Forthwith
  after receipt of any payment by the Borrower hereunder, the Agent, if and to
  the extent a Lender is entitled thereto, will remit to such Lender its Rateable
  Portion of such payment, provided that, if the Agent, on the assumption that
  it will receive on any particular date a payment of principal, interest or fees
  hereunder, remits to a Lender its Rateable Portion of such payment and the Borrower
  fails to make such payment, each such Lender agrees to repay to the Agent forthwith
  on demand such Lender's Rateable Portion of any such payment, together with
  all reasonable costs and expenses incurred by the Agent in connection therewith
  and interest thereon at the rate and calculated in the manner customarily applicable
  to interbank payments for each day from the date such amount is remitted to
  such Lender. The exact amount of the repayment required to be made by a Lender
  pursuant hereto will be set forth in a certificate delivered by the Agent to
  such Lender, which certificate will be conclusive and binding for all purposes
  in the absence of manifest error. 




- 41 - 

21.12   Adjustments Among Lenders.
  Each Lender agrees that:

	 	(a) 	 After an acceleration of the Obligations pursuant
        to Section 18.2, it will at any time or from time to time, upon the request
        of the Agent as required by any Lender, purchase, on a non-recourse basis
        at par, an undivided participation in the Obligations owing to the other
        Lenders and make any other adjustments which may be necessary or appropriate,
        in order that the amount of Obligations owing to each Lender, as adjusted
        pursuant to this Section 21.12(a), will be equal to such Lender's Rateable
        Portion of the Obligations owing to all Lenders.

	 	 	 	 
	 	(b) 	 After an acceleration of the Obligations pursuant
        to Section 18.2, the amount of any repayment made by the Borrower under
        the Documents and the amount of any proceeds from the exercise of any
        rights or remedies of the Lenders under the Documents which are to be
        applied against the Obligations will be so applied in a manner so that
        to the extent possible the amount of Obligations owing to each Lender,
        after giving effect to such application and Section 21.12(a), will be
        equal to such Lender's Rateable Portion of the Obligations owing to all
        Lenders.

	 	 	 	 
	 	(c) 	 If it exercises any right of counter-claim,
        set off, bankers' lien or similar right with respect to any property of
        the Borrower or if under applicable Law it receives a secured claim, the
        security for which is a debt owed by it to the Borrower, it will apportion
        the amount thereof proportionately between:

	 	 	 	 
	 		(i) 	 amounts outstanding at such time owed by the Borrower
        to such Lender under this Agreement, which amounts will be applied in
        accordance with Section 21.12 and Section 22.11; and

	 	 	 	 
	 		(ii) 	 amounts otherwise owed to it by the Borrower, provided
        that any cash collateral account held by such Lender as collateral for
        a letter of credit or bankers' acceptance issued or accepted by such Lender
        on behalf of the Borrower may be applied by such Lender to such amounts
        owed by the Borrower to such Lender pursuant to such letter of credit
        or in respect of any such bankers' acceptance without apportionment.

	 	 	 	 
	 	(d) 	 If it receives, through the exercise of a
        right or the receipt of a secured claim described in paragraph (c) above
        or otherwise, payment of a proportion of the aggregate amount of principal,
        interest and fees due to it hereunder which is greater than the proportion
        received by any other Lender in respect of the aggregate amount of principal,
        interest and fees due in respect of the Credit Facility (having regard
        to the respective proportionate amounts advanced as Advances by each of
        the Lenders), the Lender receiving such proportionately greater payment
        will purchase a participation (which will be deemed to have been done
        simultaneously with receipt of such payment) in that portion of the Credit
        Facility of the other Lenders so that their respective receipts will be
        pro rata to their respective Rateable Portions, provided however
        that, if all or part of such proportionately greater payment received
        by such purchasing Lender will be recovered, such purchase will be rescinded
        and the purchase price for such participation will be returned to the
        extent of such recovery, but without interest. Such Lender will exercise
        its rights in respect of such secured claim in a manner consistent with
        the rights of the Lenders entitled under this Section 21.12 to share in
    the benefits of any recovery on such secured claims.








- 42 - 

	 	(e) 	 If it does any act or thing permitted by paragraphs
        (c) and (d) above, it will promptly provide full particulars thereof to
        the Agent.

	 	 	 
	 	(f) 	 Except as permitted under paragraphs (c), (d) and (e)
        above, no Lender will be entitled to exercise any right of counter-claim,
        set off, bankers' lien or similar right without the prior consent of the
        other Lenders.



21.13   Indemnification. The
  Lenders hereby agree to indemnify the Agent and its directors, officers, agents
  and employees (to the extent not reimbursed by the Borrower) in accordance with
  their aggregate respective Rateable Portions, from and against any and all liabilities,
  obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses
  or disbursements of any kind or nature whatsoever which may be imposed on, incurred
  by, or asserted against the Agent or its directors, officers, agents and employees
  in any way relating to or arising out of the Documents or any action taken or
  omitted by the Agent under or in respect of the Documents in its capacity as
  Agent, provided that no Lender will be liable for any portion of such liabilities,
  obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses
  or disbursements resulting from the Agent's gross negligence or wilful misconduct.
  Without limiting the generality of the foregoing, each Lender agrees to reimburse
  the Agent promptly upon demand for its aggregate Rateable Portion of any reasonable
  out-of-pocket expenses (including legal fees, on a solicitor and his own client
  full indemnity basis) incurred by the Agent in connection with the preservation
  of any right of the Agent or the Lenders under, or the enforcement of, or legal
  advice in respect of rights or responsibilities under, the Documents, to the
  extent that the Agent is not reimbursed for such expenses by the Borrower. This
  indemnity will survive the termination of the other provisions of this Agreement
  as a separate and continuing covenant of the Lenders. 

21.14   Agent May Perform Covenants.
  If the Borrower fails to perform any covenant on its part herein
  contained, the Agent may give notice to the Borrower of such failure and if,
  within 10 days of such notice (or after the expiry of such other time or cure
  period as may be required in this Agreement), such covenant remains unperformed,
  the Agent on behalf of the Lenders may, in its sole discretion but need not,
  perform any such covenant capable of being performed by it and, if the covenant
  requires the payment or expenditure of money, the Agent may make such payment
  or expenditure and all sums so expended will be forthwith payable by the Borrower
  to the Agent on behalf of the Lenders and will bear interest at the Canadian
  Prime Rate plus 2%. 

21.15   Nature of Obligations
  under this Agreement. 

	 	(a) 	 Obligations Separate. The obligations of each
        Lender and the Agent under this Agreement are separate. The failure of
        any Lender to carry out its obligations hereunder will not relieve the other Lenders, the Agent
    or the Borrower of any of their respective obligations hereunder.








- 43 - 

	 	(b) 	 No Liability for Failure by other Lenders. Neither
        the Agent nor any Lender will be liable or otherwise responsible for the
        obligations of any other Lender hereunder.



21.16   Lender Consent.

	 	(a) 	 General. Where the provisions of this
        Agreement provide that any waiver of or any amendment to any provision
        of the Documents may be made or any action, consent or other determination
        in connection with the Documents may be taken or given, with the consent
        or agreement of the Majority Lenders, then any such waiver, amendment,
        action, consent or determination so made, so taken or so given with the
        consent or agreement of the Majority Lenders will be binding on all of
        the Lenders and all of the Lenders will cooperate in all ways necessary
        or desirable to implement and effect such waiver, amendment, action, consent
        or determination.

	 	 	 	 
	 	(b) 	 Unanimity. Notwithstanding anything
        herein to the contrary and without limiting in any way the context of
        any provision in this Agreement requiring the consent, approval or action
        of all Lenders, the following matters will require the approval, consent
        or agreement, as the context requires, of all Lenders:

	 	 	 	 
	 		(i) 	 the reduction or forgiveness of any Indebtedness payable
        by the Borrower to the Lenders or under any of the Documents pertaining
        to the Credit Facility;

	 	 	 	 
	 		(ii) 	 any increase to the Aggregate Commitment Amount under
        the Credit Facility;

	 	 	 	 
	 		(iii) 	 the postponement of any maturity date of any Obligations;

	 	 	 	 
	 		(iv) 	 the requirement for delivery of, or any waiver or amendment
        under, or release of, the KNOC Korea Guarantee that would reduce the value
        thereof;

	 	 	 	 
	 		(v) 	 any change in the type of Advances or any change to
        the covenants referred to in Sections 2.4, 3.2, 3.4 and 18.3;

	 	 	 	 
	 		(vi) 	 any amendment to this Section 21.16(a); and

	 	 	 	 
	 		(vii) 	 any change to the definition of “Majority Lenders”.

	 	 	 	 
	 	(c) 	 Majority Consent. Subject to Section
        21.16(a), any waiver of or any amendment to any provision of the Documents
        as they pertain to the Credit Facility and any action, consent or other
        determination in connection with the Documents as they pertain to the
        Credit Facility will bind all of the Lenders if such waiver, amendment, action, consent or other determination is
        agreed to in writing by the Majority Lenders; provided that any waiver
        or amendment which changes or relates to any material rights or obligations
    of the Agent shall also require the agreement in writing of the Agent.








- 44 - 

	 	(d) 	 Deemed Non-Consent. If the Agent delivers a notice
        to a Lender requesting advice from such Lender as to whether it consents
        or objects to any matter in connection with the Documents, then, except
        as otherwise expressly provided herein, if such Lender does not deliver
        to the Agent its consent or objection to such matter within the time period
        referenced in such notice, or if no such period is referenced therein,
        10 Banking Days of the delivery of such notice by the Agent to such Lender,
        such Lender will be deemed not to have consented thereto upon the expiry
        of such period.



21.17   [Intentionally Deleted]

21.18  Cash Collateral and Withholding
  from a Defaulting Lender. 

	 	(a) 	 Each Defaulting Lender shall be required to
        provide to the Agent cash in such amount, as determined from time to time
        by the Agent in its reasonable discretion, equal to all obligations of
        such Defaulting Lender which are then owing under this Agreement.

	 	 	 	 
	 	(b) 	 The Agent shall be entitled to withhold from
        any Defaulting Lender’s Rateable Portion of all payments received
        from the Borrower hereunder such amount as such Defaulting Lender is required
        to provide as cash collateral under Section 21.18(a) and the Agent is
        entitled to set-off such amounts against such Defaulting Lender’s
        defaulted obligations to fund amounts previously required to be paid by
        such Defaulting Lender under this Agreement and to purchase participations
        previously required to be purchased by such Defaulting Lender under this
        Agreement.

	 	 	 	 
	 	(c) 	 All funds received by the Agent pursuant to
        Sections 21.18(a) and 21.18(b) shall be deposited by the Agent in one
        or more cash collateral accounts in the name of the Agent, which amounts
        shall be used by the Agent:

	 	 	 	 
	 		(i) 	 first, to reimburse the Agent for any amounts owing
        to it, in its capacity as Agent, by the Defaulting Lender pursuant to
        any Document;

	 	 	 	 
	 		(ii) 	 second, to repay on a Rateable Portion the incremental
        portion of any Obligations made by a Non-Defaulting Lender pursuant to
        Section 21.19 in order to fund a funding shortfall created by a Defaulting
        Lender and, upon receipt of such repayment, each such Non-Defaulting Lender
        shall be deemed to have assigned to the Defaulting Lender such incremental
        portion of such Obligations; and

	 	 	 	 
	 		(iii) 	 third, to cash collateralize all other contingent obligations
        of such Defaulting Lender to the Agent or any Issuing Lender which are outstanding pursuant to this Agreement
  in such amount as shall be determined from time to time by the Agent in its
  reasonable discretion;








- 45 - 

	 		 provided that any such funds in excess of such Defaulting
        Lender's defaulted obligations shall be paid to the Defaulting Lender.

	 	 	 
	 	(d) 	 For greater certainty and in addition to the foregoing,
        neither the Agent nor any of its Affiliates nor any of their respective
        shareholders, officers, directors, employees, agents or representatives
        shall be liable to any Lender (including, without limitation, a Defaulting
        Lender) for any action taken or omitted to be taken by it in connection
        with amounts payable by the Borrower to a Defaulting Lender and received
        and deposited by the Agent in a cash collateral account and applied in
        accordance with the provisions of this Agreement, except for the gross
        negligence or wilful misconduct of the Agent as determined by a final
        non- appealable judgement of a court of competent jurisdiction.



21.19   Funding Where there is
  a Defaulting Lender. 

	 	(a) 	 Notwithstanding any provision of this Agreement
        to the contrary, if any Lender becomes a Defaulting Lender, then the following
        provisions shall apply for so long as such Lender is a Defaulting Lender:

	 	 	 	 
	 		(i) 	 the standby fees payable pursuant to Section 3.4 shall
        cease to accrue on the unused portion of the Individual Commitment Amount
        of such Defaulting Lender if and for so long as such Lender is a Defaulting
        Lender;

	 	 	 	 
	 		(ii) 	 a Defaulting Lender shall not be included in determining
        whether, and the Individual Commitment Amount and the Lender's proportion
        of the Aggregate Principal Amount of such Defaulting Lender shall be excluded
        in determining whether, all Lenders or the Majority Lenders have taken
        or may take any action hereunder (including any consent to any amendment
        or waiver pursuant to Section 21.16); provided that any waiver, amendment
        or modification that (A) applies to such Defaulting Lender in a manner
        that differs in any material respect from its application to other affected
        Lenders, (B) increases the Individual Commitment Amount of such Defaulting
        Lender, (C) extends any Maturity Date applicable to such Defaulting Lender,
        (D) decreases the applicable pricing margin or standby fees applicable
        to such Defaulting Lender or (E) postpones, reduces or waives any principal
        payment due to such Defaulting Lender hereunder shall in each case require
        the consent of such Defaulting Lender; and

	 	 	 	 
	 		(iii) 	 for certainty, the Borrower shall retain and reserve
        its other rights and remedies respecting each Defaulting Lender;



provided that the Agent shall only be
  required to give effect to (i) and (ii) above if the Agent has actual knowledge
  that a Lender is a Defaulting Lender. If the Agent acquires actual knowledge
  that a Lender is a Defaulting Lender, then the Agent shall promptly notify the Borrower that such Lender
        is a Defaulting Lender (and such Lender shall be deemed to have consented
        to such disclosure); provided that the Agent shall have no duty to inquire
  as to whether a Lender is a Defaulting Lender.




- 46 -

	 	(b) 	 [Intentionally Deleted]

	 	 	 
	 	(c) 	 [Intentionally Deleted]

	 	 	 
	 	(d) 	 [Intentionally Deleted]

	 	 	 
	 	(e) 	 If any Lender shall cease to be a Defaulting Lender,
        then, upon becoming aware of such change, the Agent shall notify the Non-Defaulting
        Lenders and (in accordance with the written direction of the Agent) such
        Lender (which has ceased to be a Defaulting Lender) shall purchase, and
        the Non-Defaulting Lenders shall on a rateable basis sell and assign to
        such Lender, portions of such Obligations equal in total to such Lender's
        Individual Commitment Amount thereof without regard to this Section 21.19.



ARTICLE 22 

  MISCELLANEOUS 

22.1   Notices. Unless otherwise
  provided in the Documents, any notice, consent, direction, approval, request,
  agreement, determination, demand or other communication required or permitted
  to be given or made thereunder, will be in writing and will be sufficiently
  given or made if: 

	 	(a) 	 left at the relevant address set forth below
        or in Schedule B, as applicable; or

	 	 	 	 
	 	(b) 	 facsimiled or sent by other means of recorded
        electronic communication; and

	 	 	 	 
	 		(i) 	 if to the Agent, addressed to the Agent at:

	 	 	 	 
				 Bank of America, N.A., CANADA BRANCH, as Agent 

        c/o Bank of America, N.A.

	 			 Agency Management 

        Mail Code: TX1-492-14-11 

        901 Main Street, 14th Floor 

        Dallas, Texas 75202

	 	 	 	 
	 			 Phone: (214) 209-3712 

        Facsimile: (877) 206-8415 

        Attention: Angelo Martorana

				 Email: angelo.m.martorana@baml.com

	 	 	 	 
	 			 with a copy to:








- 47 - 

			Bank of America, N.A., CANADA BRANCH 
	 		181 Bay Street 

      Toronto, Ontario 

      Canada M5J 2V8
	 	 	 
	 		Phone: (416) 369-2574 Facsimile: (416) 369-7647 

      Attention: Medina Sales de Andrade 

      Email: medina.sales_de_andrade@baml.com
	 	 	 
	 	(ii) 	if to any of Harvest Parties, addressed to any of them at:
	 	 	 
			Harvest Operations Corp. 

      2100 Calgary Place 
			330 - 5th Avenue S.W. 
	 		Calgary, Alberta T2P 0L4
	 	 	 
			Facsimile:              
       (403) 266-1438 
	 		Attention:              
       Vice President, Finance and Chief Financial Officer
	 	 	 
	 	(iii) 	if to any Lender, addressed to such Lender at the address notified
      by such Lender to the Agent from time to time.




	 	(c) 	 The Parties each covenant to accept service of judicial
        proceedings arising under the Documents at its respective address set
        forth herein.

	 	 	 
	 	(d) 	 Any notice or other communication given or made in accordance
        with this Section 22.1 will be deemed to have been received on the day
        of delivery if delivered as aforesaid or on the day of receipt of same
        by facsimile or other recorded means of electronic communication, as the
        case may be, provided such day is a Banking Day and that such notice is
        received prior to 12:00 noon local time and, if such day is not a Banking
        Day or if notice is received after 12:00 noon local time, on the first
        Banking Day thereafter.

	 	 	 
	 	(e) 	 Any information required to be delivered to the Agent
        pursuant to Section 14.1 may be delivered by electronic communication
        (including email and internet or intranet websites) pursuant to procedures
        approved by the Agent.

	 	 	 
	 	(f) 	 Each Party may change its address and facsimile number
        for purposes of this Section 22.1 by notice given in the manner provided
        in this Section 22.1 to the other Parties.

	 	 	 
	 	(g) 	 Any notice given under any of the Documents to the Agent
        will be deemed to also be given to and received by the Agent in its capacity
        as Lender.








- 48 - 

22.2   Telephone Instructions. Any
  verbal instructions given by the Borrower in relation to this Agreement will
  be at the risk of the Borrower and neither the Agent nor the Lenders will have
  any liability for any error or omission in such verbal instructions or in the
  interpretation or execution thereof by the Agent or a Lender, as the case may
  be, provided the Agent or Lender, as the case may be, acted without gross negligence
  in the circumstances. The Agent will notify the Borrower of any conflict or
  inconsistency between any written confirmation of such verbal instructions received
  from the Borrower and the said verbal advice as soon as practicable after the
  conflict or inconsistency becomes apparent to the Agent. 

22.3   No Partnership, Joint Venture or
  Agency. Except as expressly provided for herein, the Parties agree
  that nothing contained in this Agreement nor the conduct of any Party will in
  any manner whatsoever constitute or be intended to constitute any Party as the
  agent or representative or fiduciary of any other Party nor constitute or be
  intended to constitute a partnership or joint venture among the Parties or any
  of them, but rather each Party will be separately responsible, liable and accountable
  for its own obligations under the Documents, or any conduct arising therefrom
  and for all claims, demands, actions and causes of action arising therefrom.
  The Parties agree that no Party will have the authority or represent that it
  has, or hold itself out as having, the authority to act for or assume any obligation
  or responsibility on behalf of any other Party, save and except as may be expressly
  provided for in this Agreement. 

22.4   Judgment Currency. 

	 	(a) 	 Deficiency. If, for the purposes of obtaining judgment
        in any court or any other related purpose hereunder, it is necessary to
        convert an amount due hereunder in the currency in which it is due (the
        “Original Currency”) into another currency (the “Second
        Currency”), the rate of exchange applicable will be the daily noon
        day rate quoted by the Bank of Canada on the relevant date to purchase
        in Toronto, Ontario the Original Currency with the Second Currency and
        includes any premium and costs of exchange payable by the purchaser in
        connection with such purchase. Each Party (the “First Party”)
        agrees that its obligation in respect of any Original Currency due from
        it to the another Party hereunder will, notwithstanding any judgment or
        payment in the Second Currency, be discharged only to the extent that
        on the Banking Day following the receipt of any sum so paid in the Second
        Currency, the other Parties may, in accordance with normal banking procedures,
        purchase in the Toronto, Ontario foreign exchange market the Original
        Currency with the amount of the Second Currency so paid; and if the amount
        of the Original Currency so purchased is less than the amount originally
        due in the Original Currency, the First Party agrees that the deficiency
        will be a separate and continuing obligation of it, independent from its
        obligations under this Agreement, and will constitute in favour of the
        other Parties a cause of action which will continue in full force and
        effect notwithstanding any such judgment, or order to the contrary, and
        the First Party agrees, notwithstanding any such payment or judgment,
        to indemnify the other Parties against any such loss or deficiency.

	 	 	 
	 	(b) 	 Excess. The Lenders through the Agent will pay to the
        Borrower the amount, if any, after netting out all amounts due by the
        Borrower under Section 22.4(a),which the Lenders may realize in excess
  of what is owed to them by virtue of the conversion of the Original Currency
  into the Second Currency. 








- 49 - 

22.5   General Indemnity. In
  addition to any liability of the Borrower to the Lenders under any other provision
  hereof, the Borrower will and does hereby indemnify the Agent, the Lenders and
  each director, officer, shareholder or agent thereof (collectively, the “Indemnified
  Party”) and hold the Indemnified Party harmless against any Claims incurred
  by the same as a result of or in connection with: (a) any cost or expense reasonably
  incurred by reason of the liquidation or re-deployment in whole or in part of
  deposits or other funds required by any Lender to fund or maintain any Advance
  as a result of the Borrower's failure to complete a Drawdown or to make any
  payment, repayment or prepayment on the date required hereunder or specified
  by it in any notice given hereunder; (b) the Borrower's failure to pay any other
  amount, including any interest or fees, on its due date and after the expiration
  of any applicable grace or notice periods; (c) the Borrower's repayment or prepayment
  of a LIBOR Based Loan otherwise than on the last day of its LIBOR Period; (d)
  the Borrower's failure to give any notice required to be given by it to the
  Agent or the Lenders hereunder; (e) the failure of the Borrower to make any
  other payment due hereunder or under any of the other Documents; (h) any inaccuracy
  of the Borrower's or any other Harvest Party's representations and warranties
  contained in any Document; (i) any failure of the Borrower or any other Harvest
  Party to observe or fulfil its covenants under any Document; or (j) the occurrence
  of any Default or Event of Default; provided that this Section 22.5 will not
  apply to any Claims that arise by reason of the gross negligence or wilful misconduct
  of the Indemnified Party. The provisions of this Section 22.5 shall survive
  repayment of the Obligations and termination of this Agreement. 

22.6   Further Assurances. The
  Borrower will, from time to time forthwith at the Agent's request and at the
  Borrower's own cost and expense, do, make, execute and deliver, or cause to
  be done, made, executed and delivered, all such further documents, acts, matters
  and things which may be reasonably required by the Agent to give effect to any
  provision of the Documents. 

22.7   Waiver of Laws. To the
  extent legally permitted, the Borrower hereby irrevocably and absolutely waives
  the provisions of any applicable Law which may be inconsistent at any time with,
  or which may delay or limit in any way, the enforcement of the Documents in
  accordance with their terms. 

22.8   Attornment and Waiver of Jury Trial.
  The Parties hereto do hereby irrevocably: 

	 	(a) 	 submit and attorn to the non-exclusive jurisdiction
        of the courts of the Province of Alberta for all matters arising out of
        or relating to the Documents or any of the transactions contemplated thereby;
        and

	 	 	 
	 	(b) 	 waive any right they may have to, or to apply for, trial
        by jury in connection with any matter, action, proceeding, claim or counterclaim
        arising out of or relating to the Documents or any of the transactions
        contemplated thereby.



22.9   Interest on Payments in Arrears.
  




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	 	(a) 	 Except as otherwise provided in this Agreement,
        interest will be paid by the Parties as follows:

	 	 	 	 
	 		(i) 	 on amounts for which any Party has actually incurred
        an out-of-pocket expense and for which another Party has an obligation
        under the Documents to reimburse such amounts to the Party incurring the
        expenses, interest will be payable on such amount at the Canadian Prime
        Rate plus 2% from and including the day on which the amount was incurred
        to but excluding the day on which the amount is reimbursed if, commencing
        on the date which is 3 Banking Days following a demand for payment of
        the amount in accordance with the terms of the Documents, such expense
        has not been paid; and

	 	 	 	 
	 		(ii) 	 on amounts payable by one Party to another Party under
        the Documents where such payment is in default but the non-payment of
        such amount has not required an actual out-of-pocket expense by the Party
        to whom such payment is due, at the U.S. Base Rate plus 2% from and including
        the day on which the payment was due to, but excluding the day on which
        the payment is made whether before or after judgment, but if such payment
        is a reimbursement by the Lenders to the Borrower for overpayment by it
        to the Lenders or is in respect of an inadvertent underpayment by the
        Agent, the Lenders or the Borrower to another Party (based on information
        provided by such other Party), such interest will only be calculated from
        the date which is 3 Banking Days following a demand for payment by the
        Party entitled to it.

	 	 	 	 
	 	(b) 	 All interest referred to in this Section 22.9
        will be simple interest calculated daily on the basis of a 365 or 366
        day year, as applicable. For the purposes of the Interest Act (Canada),
        the annual rates of interest to which such rates are equivalent are the
        rates so determined multiplied by the actual number of days in a period
        of one year commencing on the first day of the period for which such interest
        is payable and divided by 365 or 366, as applicable.



22.10   Payments Due on Banking Day. Whenever
  any payment hereunder will be due on a day other than a Banking Day, or in the
  case of LIBOR Based Loans a Banking Day, such payment will be made on the next
  succeeding Banking Day, or Banking Day, as applicable, and such extension of
  time will in such case be included in the computation of payment of interest
  thereunder. 

22.11   Application of Proceeds. Except
  as otherwise agreed to by the Majority Lenders in their sole discretion and
  as otherwise expressly provided hereunder, all payments made by or on behalf
  of the Borrower under the Documents, after acceleration pursuant to Section
  18.2 and which are to be applied against the Obligations, will be applied by
  the Agent in the following order: 

	 	(a) 	 in payment of the Lenders' pari passu share of any amounts
        due and payable by way of recoverable expenses;








- 51 - 

	 	(b) 	 in payment of any amounts by way of any fees (other
        than standby fees referred to in Article 12);

	 	 	 
	 	(c) 	 in payment of any amounts due and payable as and by
        way of interest or standby fees, including any interest on overdue amounts;
        and

	 	 	 
	 	(d) 	 in payment of the Aggregate Principal Amount and all
        other Obligations.



22.12   Anti-Money Laundering Legislation.
  

	 	(a) 	 Each Lender and the Agent (for itself and
        not on behalf of any Lender) hereby notifies the Borrower that pursuant
        to the requirements of the Proceeds of Crime (Money Laundering) and
        Terrorist Financing Act (Canada), the Uniting and Strengthening
        America by Providing Appropriate Tools Required to Intercept and Obstruct
        Terrorism Act of 2001 (USA) or any other applicable anti-money laundering,
        anti-terrorist financing, government sanction and "know your client" applicable
        Laws (collectively, including any guidelines or orders thereunder, "AML
        Legislation"), it may be required to obtain, verify and record
        information that identifies each Harvest Party, which information includes
        the name and address of each such Person and such other information that
        will allow such Lender or the Agent, as applicable, to identify each such
        Person in accordance with AML Legislation (including, information regarding
        such Person's directors, authorized signing officers, or other Persons
        in control of each such Person). The Borrower shall provide to the extent
        commercially reasonable, such information and take such actions as are
        reasonably requested by the Agent or any Lender in order to assist the
        Agent and the Lenders in maintaining compliance with AML Legislation.
        The Borrower shall promptly provide all such information, to the extent
        commercially reasonable, including supporting documentation and other
        evidence, as may be reasonably requested by any Lender or the Agent (for
        itself and not on behalf of any Lender), or any prospective assignee of
        a Lender or the Agent, in order to comply with any applicable AML Legislation,
        whether now or hereafter in existence.

	 	 	 	 
	 	(a) 	 If, upon the written request of any Lender,
        the Agent (for itself and not on behalf of any Lender) has ascertained
        the identity of an Harvest Party or any authorized signatories of such
        Person for the purposes of applicable AML Legislation on such Lender's
        behalf, then the Agent:

	 	 	 	 
	 		(i) 	 shall be deemed to have done so as an agent for such
        Lender, and this Agreement shall constitute a "written agreement" in such
        regard between such Lender and the Agent within the meaning of applicable
        AML Legislation; and

	 	 	 	 
	 		(i) 	 shall provide to such Lender copies of all information
        obtained in such regard without any representation or warranty as to its
        accuracy or completeness.








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	 	(b) 	 Notwithstanding anything to the contrary in this Section
        22.12, each of the Lenders agrees that the Agent has an obligation to
        ascertain the identity of a Harvest Party or any authorized signatories
        of such Person, on behalf of any Lender, or to confirm the completeness
        or accuracy of any information it obtains from any such Person or any
        such authorized signatory in doing so.





	22.13 	 Replacement of a Lender.

	 	 
		 In the event:





	 	(a) 	 the Borrower is required to pay any Lender any additional
        amounts as a result of applying Section 11.1 or receives a notice as contemplated
        under Section 11.3;

	 	 	 
	 	(b) 	 any Lender shall become a Defaulting Lender; or

	 	 	 
	 	(c) 	 any Lender shall withhold its approval to a proposed
        consent under, waiver of or amendment to the Documents which is approved
        by the Majority Lenders (any such Lender being a "Non-Consenting
        Lender");



(any such Lender being a "Subject Lender"),
  the Borrower may, in its sole discretion (i) request the Agent to use reasonable
  efforts to obtain a replacement financial institution to acquire and assume
  all of the Subject Lender's Obligations and Individual Commitment Amount (a
  "Replacement Lender"); (ii) request one or more of the other Lenders to acquire
  and assume all or part of the Subject Lender's Obligations and Individual Commitment
  Amount (there being no obligation on the other Lenders to do so); (iii) designate
  a Replacement Lender acceptable to the Agent, acting reasonably, to acquire
  and assume all of the Subject Lender's Obligations and Individual Commitment
  Amount; or (iv) elect to terminate the Individual Commitment Amount of the Subject
  Lender on fifteen (15) Banking Days' notice to the Agent and such Lender, without
  terminating any or all of the Individual Commitment Amounts of any other Lenders;
  provided that the Borrower shall not be entitled to replace or repay a Subject
  Lender pursuant to this Section 22.13 unless all Subject Lenders are being treated
  in an equivalent manner. Any such replacement, acquisition and assumption, designation
  or termination shall only be effective upon the Subject Lender receiving, as
  applicable, payment of, or the purchase price for, all outstanding principal
  amounts owing to the Subject Lender hereunder (and accrued and unpaid interest
  and fees thereon to the date of such event), or such lesser amount as may be
  agreed by the Subject Lender, and adequate provision, satisfactory to the Subject
  Lender (acting reasonably), being made for (y) any costs, losses, premiums or
  expenses incurred by the Subject Lender by reason of a liquidation or re-deployment
  of deposits or other funds in respect of LIBOR Based Loans outstanding hereunder;
  and (z) in any case, payment of all other amounts accrued to the date of such
  event which are owed to the Subject Lender hereunder. Any such acquisition and
  assumption by a Replacement Lender shall be made pursuant to and in accordance
  with the provisions of Section 20.2. Any such replacement or repayment of a
  Non-Consenting Lender shall only be permitted if, after doing so, the proposed
  consent, waiver or amendment will be approved in accordance with the Documents.





- 53 - 

22.14   Counterparts. The Documents
  may be executed in any number of counterparts (including by facsimile and other
  electronic transmission) and by different Parties in separate counterparts,
  each of which when so executed will be deemed to be an original and all of which
  taken together will constitute one and the same instrument. 

22.15   Whole Agreement. This
  Agreement and the other Documents constitute the entire agreement between the
  Agent and the Lenders on one hand and the Harvest Parties and KNOC Korea on
  the other hand, and cancels and supersedes any other agreements, undertakings,
  declarations, representations and warranties, written or verbal among all such
  Persons in respect of the subject matter of this Agreement. For greater certainty,
  each of the Borrower, the Agent and the Lenders acknowledges that nothing herein
  cancels or supersedes any of the provisions of the Commitment Letter dated February
  25, 2013 among the Borrower, the Lead Arrangers and the Lenders (except to the
  extent expressly provided therein) and the Agency Fee Letter dated February
  25, 2013 between the Borrower and the Agent. 

[Remainder of page intentionally left blank] 




 







 







 







 







 







SCHEDULE A 

  HARVEST OPERATIONS CORP. 

  CREDIT AGREEMENT 

  DATED MARCH 14, 2013 



DEFINITIONS 

“Additional Compensation” has the
  meaning attributed to it in Section 11.1(a) . 

“Administrative Body” means any domestic
  or foreign, national, federal, provincial, state, municipal or other local government
  or regulatory body and any division, agency, ministry, commission, board or
  authority or any quasi-governmental or private body exercising any statutory,
  regulatory, expropriation or taxing authority under the authority of any of
  the foregoing, and any domestic, foreign or international judicial, quasi-judicial,
  arbitration or administrative court, tribunal, commission, board or panel acting
  under the authority of any of the foregoing. 

“Advance” means, with respect to a
  Drawdown, Rollover or Conversion, the disbursement or credit of funds to, or
  to the credit of, the Borrower. 

“Affiliate” has the meaning attributed
  to it in the Securities Act (Alberta). 

“Affiliate Subordination Agreement”
  means a subordination agreement substantially in the form of Schedule H. 

“Agent” means the administrative agent
  under the Credit Facility which initially is Bank of America and includes any
  successor administrative agent appointed pursuant to Section 21.6. 

“Aggregate Commitment Amount” means
  from time to time the aggregate of all of the Individual Commitment Amounts
  under the Credit Facility, which initially is U.S.$400,000,000 and is subject
  to adjustment pursuant to the terms of this Agreement. 

“Aggregate Principal Amount” means
  the aggregate of the principal amounts outstanding from time to time under the
  Credit Facility (or any part thereof as applicable). 

“Agreement” or “this
  Agreement” means the agreement dated the Closing Date between
  the Borrower, the Lenders and the Agent entitled “Credit Agreement”
  inclusive of all Schedules, including this Schedule, as amended, confirmed,
  replaced or restated from time to time and “hereto”, “hereof”,
  “herein”, “hereby” and “hereunder”, and similar
  expressions mean and refer to the Agreement and, unless the context otherwise
  requires, not to any particular Article, Section, paragraph or other subdivision
  thereof. 

"Approved Fund" means any Person (other than
  a natural person) that is engaged in making, purchasing, holding or investing
  in bank loans and similar extensions of credit in the ordinary course and that
  is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or
  (c) an entity or an Affiliate of an entity that administers, advises or manages
  a Lender. 




- 2 - 

“Assignment” means an agreement whereby
  a financial institution becomes a Lender, substantially in the form of Schedule
  M with the blanks completed. 

“Bank of America” means Bank of America,
  N.A., CANADA BRANCH, an authorized foreign bank listed on Schedule III to the
  Bank Act (Canada), and its successors and permitted assigns. 

“Banking Day” means any day, other
  than a Saturday or Sunday, on which Canadian chartered banks are open for domestic
  and foreign exchange business in Calgary, Alberta, Montreal, Quebec, Toronto,
  Ontario, New York, New York and London, England. 

“Bankruptcy and Insolvency Act (Canada)”
  means the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, including
  the regulations made and, from time to time, in force under that Act.

“Basis Point” or “bp”
  means one one-hundredth of 1%. 

“Black Gold Assets” means the BlackGold
  Lands, together with all tangible depreciable property, wells, facilities and
  all other property, assets, interests and rights related to the BlackGold Lands
  and all petroleum substances or other proceeds derived therefrom, as may be
  owned by the Borrower or its Subsidiaries from time to time. For these purposes “BlackGold Lands” means the lands in Township 76
  Range 7 W4M Sections: 1, 2, 3, 10, 11, 12, 13, 14, 15, 16, 17, 18, 22, 23, 24
  (100% working interest) (insofar as rights thereto are granted by the BlackGold
  Leases); and “BlackGold Leases” means Oil Sands Development
  Lease No. 7499030011, Oil Sands Lease No. 7405070550 and Oil Sands Lease No.
  7401070009 by virtue of which the holder thereof is entitled to drill for, win,
  take, own or remove petroleum substances within, upon or under the BlackGold
  Lands, and includes any successor or replacement leases or other title documents
  that may be issued by the Crown in Right of the Province of Alberta. 

“Borrower” means Harvest Operations
  Corp. and its successors and permitted assigns. 

“Borrower's Account” means one or
  more current accounts maintained by the Borrower at a branch of the Agent or
  such other account as may be agreed to by the Agent and the Borrower. 

“Borrower's Counsel” means Burnet
  Duckworth & Palmer LLP in Canada or another firm of barristers and solicitors
  or other lawyers in an appropriate jurisdiction retained by the Harvest Parties
  or employed by the Harvest Parties. 

“Borrowing” means a U.S. Base Rate
  Loan or LIBOR Based Loan. 

“Business Corporations Act (Alberta)”
  means the Business Corporations Act, R.S.A. 2000, c. B-9, as amended,
  including the regulations made, from time to time, in force under that Act.

“Canadian Dollar Exchange Equivalent”
  means with reference to Canadian Dollars, the amount thereof expressed in Canadian
  Dollars, and with reference to any amount (the “Original Amount”)
  expressed in U.S. Dollars or any amount of Canadian Dollars to be converted
  into U.S. Dollars (in each case, the “Original Currency”),
  the amount expressed in Canadian Dollars or U.S. Dollars, as applicable, on
  the date when such amount is being determined as herein provided, required to
  purchase the Original Amount of the Original Currency at the Noon Rate on the
  Banking Day immediately preceding the date such conversion is to be made. 




- 3 - 

“Canadian Dollars” or “Canadian
  $” or “Cdn. $” or “$”
  each means such currency of Canada which, as at the time of payment or determination,
  is legal tender in Canada for the payment of public or private debts. 

“Canadian Prime Rate” means the variable
  rate of interest quoted by the Agent from time to time as the reference rate
  of interest which it employs to determine the interest rate it will charge for
  demand loans in Canadian Dollars to its customers in Canada and which it designates
  as its prime rate, provided that if such rate of interest is less than the then
  applicable rate quoted by the Agent for its 30 day Canadian Dollar bankers'
  acceptances plus 100 Basis Points per annum (the “Floor Rate”),
  then the Canadian Prime Rate will equal the Floor Rate. 

“Capital Adequacy Guidelines” means
  the capital adequacy guidelines from time to time specified by the Office of
  the Superintendent of Financial Institutions and published by it as guidelines
  for banks in Canada. 

“Capital Lease Obligations” means,
  for any Person, any payment obligation of such Person under an agreement for
  the lease or rental of or right to use property that, in accordance with GAAP,
  is required to be capitalized. 

“Claim” means any and all liabilities,
  indebtedness, obligations, losses, damages, claims, assessments, fines and penalties
  and reasonable costs, fees and expenses of every kind, nature or description,
  whether fixed or contingent, known or unknown, suspected or unsuspected, or
  foreseen or unforeseen, and whether based on contract, tort, statute or other
  legal or equitable theory of recovery, including interest which may be imposed
  in connection therewith, court costs, costs resulting from any judgments, orders,
  awards, decrees or equitable relief, and reasonable fees and disbursements of
  counsel (on a solicitor and his own client full indemnity basis), consultants
  and expert witnesses. 

“Closing Date” means March 15, 2013
  or such other date as may be agreed upon in writing between the Borrower and
  the Agent. 

“Companies' Creditors Arrangement Act (Canada)”
  means the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36,
  including the regulations made and, from time to time, in force under that Act.


“Compliance Certificate” means the
  certificate of the Borrower, substantially in the form of Schedule C with the
  blanks completed. 

“Consolidated EBITDA” means, on a
  consolidated basis for any period, the aggregate of the last four quarters of
  the calculation of the earnings of the Borrower determined in accordance with
  GAAP: 

	 	(a) 	 plus, to the extent deducted in the determination
        thereof, the sum of:

	 	 	 	 
	 		(i) 	 depreciation, depletion, amortization and accretion;

	 	 	 	 
	 		(ii) 	 interest expense;








- 4 - 

	 	(iii) 	 all provisions for any federal, provincial or other
        income and capital taxes;

	 	 	 
	 	(iv) 	 non-cash amounts (including non-cash losses) relating
        to foreign exchange transactions, hedging transactions, stock options,
        deferred non-cash taxes, non-controlling interests, amortization of deferred
        charges, goodwill and intangible impairment losses and any other non-cash
        amounts which are added back in accordance with GAAP in the statement
        of cash flows for the Borrower (unless the Majority Lenders, acting reasonably,
        determine that such amounts are not customarily added back by lenders
        in financial covenants in similar financings);

	 	 	 
	 	(v) 	 any extraordinary or nonrecurring losses; and





	 	(b) 	 minus, to the extent added in the determination
        thereof, the sum of:

	 	 	 	 
	 		(i) 	 all non-cash amounts such as non-cash income and unrealized
        gains relating to hedging transactions;

	 	 	 	 
	 		(ii) 	 any extraordinary or nonrecurring gains; and

	 	 	 	 
	 		(iii) 	 all earnings attributable to the Black Gold Assets.



Consolidated EBITDA will be adjusted (in a manner satisfactory
  to the Majority Lenders, acting reasonably) to include or exclude Consolidated
  EBITDA, as applicable, associated with any acquisition or disposition (the net
  proceeds of which are greater than $20,000,000 or the Canadian Dollar Exchange
  Equivalent thereof) made within the applicable 12 month period, as if that acquisition
  or disposition had been made at the beginning of such period. 

“Consolidated Senior Debt” means all
  indebtedness and obligations in respect of amounts borrowed which, in accordance
  with GAAP, on a consolidated basis, would be recorded in the Borrower’s
  consolidated financial statements (including the notes thereto), and in any
  event including, without duplication: 

	 	(a) 	 the stated amount of letters of credit, letters of guarantee
        or surety bonds supporting obligations which would otherwise constitute
        Consolidated Senior Debt within the meaning of this definition;

	 	 	 
	 	(b) 	 obligations secured by any Purchase Money Security Interest
        (but excluding operating leases);

	 	 	 
	 	(c) 	 Capital Lease Obligations;

	 	 	 
	 	(d) 	 sale-leaseback obligations;

	 	 	 
	 	(e) 	 obligations secured by any Security Interest existing
        on property owned, whether or not the obligations secured thereby will
        have been assumed; and








- 5 - 

	 	(f) 	 Guarantees in respect of obligations of another Person,
        including the types of obligations described in clauses (a) through (e)
        above;



excluding, in any event, Subordinated Debt, the Notes and Intercompany
  Subordinated Debt. 

“Consolidated Tangible Assets” means,
  the book value of the capital assets of the Borrower and its Subsidiaries, net
  of any accumulated depreciation, intangible assets, minority interests and the
  Black Gold Assets, as shown on the consolidated balance sheet of the Borrower
  and determined in accordance with GAAP. 

“Consolidated Total Debt” means Consolidated
  Senior Debt plus Subordinated Debt and the Notes but excluding, in any event,
  Intercompany Subordinated Debt. 

“Consolidated Total Debt to EBITDA Ratio”
  means, as at the end of each fiscal quarter of the Borrower, the ratio of Consolidated
  Total Debt as at the last day of such fiscal quarter to Consolidated EBITDA
  for the 12 months ending on the last day of such fiscal quarter. 

“Contaminants” means those substances,
  pollutants, wastes and special wastes which are defined as contaminants, hazardous,
  toxic, or a threat to public health or to the Environment under any applicable
  Environmental Laws, including any radioactive materials, urea formaldehyde foam
  insulation, asbestos or polychlorinated biphenyls (PCB's). 

“Control” means direct or indirect
  legal and beneficial ownership of more than 50% of all issued and outstanding
  shares in the capital of the Borrower, together with the power to elect a majority
  of the board of directors of the Borrower. 

“Conversion” means, a conversion of
  a Borrowing into another type of Borrowing under the Credit Facility made pursuant
  to the Agreement and “Convert” and “Converted” have similar
  meanings. 

“Convertible Debentures” means the
  convertible debentures issued and outstanding as at the date hereof pursuant
  to the Debenture Trust Indenture dated January 29, 2004 with Valiant Trust Company
  and the Borrower, as supplemented, being:

	 	(a) 	 the Series 4 7.25% convertible unsecured subordinated
        debentures due September 30, 2013 issued pursuant to the Third Supplemental
        Indenture dated November 22, 2006,

	 	 	 
	 	(b) 	 the Series 5 7.25% convertible unsecured subordinated
        debentures due February 28, 2014 issued pursuant to the Fourth Supplemental
        Indenture dated February 1, 2007, and

	 	 	 
	 	(c) 	 the Series 6 7.50% convertible unsecured subordinated
        debentures due May 31, 2015 issued pursuant to the Fifth Supplemental
        Indenture dated April 25, 2008.



“Credit Facility” means the revolving
  credit facility established in favour of the Borrower pursuant to Section 2.1.





- 6 - 

“Credit Facility Termination Date”
  means six months from the date of the initial Drawdown.

“Criminal Code (Canada)” means
  the Criminal Code, R.S.C. 1985, c. C-46, including the regulations made
  and, from time to time, in force under that Act. 

“Default” means any event or condition
  which, with the giving of notice, lapse of time or upon a declaration or determination
  being made (or any combination thereof), would constitute an Event of Default.


“Defaulting Lender” means any Lender,
  as reasonably determined by the Agent: 

	 	(a) 	 that has failed to fund any payment or its portion of
        any Obligations required to be made by it hereunder or to purchase any
        participation required to be purchased by it hereunder in each case within
        two (2) Banking Days after the date that such funding was required hereunder
        (unless such failure is the subject of a good faith dispute);

	 	 	 
	 	(b) 	 that has notified the Borrower, the Agent or any Lender
        (verbally or in writing) that it does not intend to or is unable to comply
        with any of its funding obligations under this Agreement (unless such
        notice is the subject of a good faith dispute) or has made a public statement
        to that effect or to the effect that it does not intend to or is unable
        to fund advances generally under credit arrangements to which it is a
        party (unless such statement is the subject of a good faith dispute);

	 	 	 
	 	(c) 	 that has failed, within three (3) Banking Days after
        request by the Agent, to confirm that it will comply with the terms of
        this Agreement relating to its obligations to fund prospective Obligations
        and participations in then outstanding Letters of Credit;

	 	 	 
	 	(d) 	 that has otherwise failed to pay over to the Agent or
        any other Lender any other amount required to be paid by it hereunder
        within three (3) Banking Days of the date when due, unless the subject
        of a good faith dispute; or

	 	 	 
	 	(e) 	 in respect of which a Lender Insolvency Event or a Lender
        Distress Event has occurred in respect of such Lender or its Lender Parent.



“Director” means a director of the
  Borrower and reference to action by the directors or board of directors when
  used with respect to the Borrower means action by the directors of the Borrower
  as a board or, whenever duly empowered, by an executive committee or any other
  duly authorized committee of the board. 

"Distribution" means: 

	 	(a) 	 any payment of any cash dividend, distribution or other
        payment on or in respect of any Securities of a Harvest Party to a Related
        Party (including any thereof acquired through the exercise of warrants
        or rights of conversion, exchange or purchase);








- 7 - 

	 	(b) 	 any redemption, retraction, purchase or other acquisition
        or retirement, in whole or in part, of any Securities of a Harvest Party
        held by a Related Party (including any thereof acquired through the exercise
        of warrants or rights of conversion, exchange or purchase);

	 	 	 
	 	(c) 	 any payment of principal, interest or other amounts,
        in whole or in part, of any Indebtedness of a Harvest Party for borrowed
        money (including any Indebtedness incurred or assumed by a Harvest Party
        pursuant to a capital lease or any Intercompany Subordinated Debt) to
        a Related Party;

	 	 	 
	 	(d) 	 any loan or advance which is made by a Harvest Party
        to a Related Party;

	 	 	 
	 	(e) 	 any other payment which is made by a Harvest Party to
        a Related Party;



whether made or paid in or for cash,
  property or both, or 

	 	(f) 	 the transfer of any property by a Harvest Party to a
        Related Party for consideration of less than fair market value;



but excluding, in any event, any issuance of common shares by
  the Borrower to any of its shareholders. 

“Documents” means the Agreement, the
  KNOC Korea Guarantee and any other instruments or agreement entered into by
  the Parties relating to the Credit Facility or delivered by a Harvest Party
  pursuant to the terms of this Agreement. 

“Documents of Title” means collectively
  any and all present and future documents of title and all leases, reservations,
  permits, unit agreements, assignments, trust declarations, participation, exploration,
  farmout, farmin, royalty, purchase, or other agreements by virtue of which the
  any Harvest Party is entitled to: 

	 	(a) 	 explore for, drill for, recover, take or win Petroleum
        Substances and the present and future interests of any Harvest Party therein,
        and the rights of any Harvest Party thereunder; or

	 	 	 
	 	(b) 	 share in the production or proceeds of production or
        part thereof or proceeds of royalty, production, profits or other interests
        out of, referable to, payable in respect of or any amounts calculable
        by reference to the volume or value of Petroleum Substances and the present
        and future interests of any Harvest Party therein and the rights of any
        Harvest Party thereunder.



“Drawdown” means, an Advance under
  the Credit Facility other than by way of Rollover or Conversion. 

“Drawdown Availability Period” means
  the period commencing on the Closing Date and ending upon the earliest to occur
  of (i) immediately after the third Drawdown or any Drawdown which results in
  the Credit Facility being fully drawn, (ii) the 60th day after the
  Closing Date and (iii) the date on which the Borrower elects to terminate the
  entire undrawn portion of the Aggregate Commitment Amount pursuant to Section
  2.5.




- 8 - 

“Drawdown Date” means, the date specified
  in a Notice of Drawdown as the date on which a Drawdown under the Credit Facility
  will occur and which date will be a Banking Day. 

“Effective Time” means the time that
  all of the conditions precedent in Section 6.1 are met. 

“Environment” means all components
  of the earth, including, all layers of the atmosphere, air, land (including,
  all underground spaces and cavities and all lands submerged under water), soil,
  water (including, surface and underground water), organic and inorganic matter
  and living organisms, and the interacting natural systems that include the components
  referred to in this definition. 

“Environmental Laws” means any Laws
  relating, in whole or in part, to the protection or enhancement of the Environment,
  including related to the Release of Contaminants, occupational safety, product
  liability, public health, public safety and transportation or handling of dangerous
  goods. 

“Eurodollars” means U.S. Dollars which
  are freely convertible, transferable and dealt with on the London Interbank
  Eurodollar Market. 

“Event of Default” means an event
  specified in Section 18.1. 

“Existing Credit Agreement” means
  the amended and restated credit agreement dated April 30, 2010 among the Borrower,
  Canadian Imperial Bank of Commerce as agent and the lenders party thereto, as
  amended from time to time. 

“Federal Funds Rate” means, for any
  day, the rate of interest per annum set forth in the weekly statistical release
  designated as H.15(519), or any successor publication, published by the Federal
  Reserve Board (including any such successor, the “H.15(519)”) for
  such day opposite the caption “Federal Funds (Effective)”. If on any
  relevant day such rate is not yet published in H.15(519), the rate for such
  day will be the rate of interest per annum set forth in the daily statistical
  release designated as the Composite 3:30 p.m. Quotations for U.S. Government
  Securities, or any successor publication, published by the Federal Reserve Bank
  of New York (including any successor, the “Composite 3:30 p.m. Quotations”)
  for such day under the caption “Federal Funds Effective Rate”.
  If on any relevant day the appropriate rate per annum for such day is not yet
  published in either H.15(519) or the Composite 3:30 p.m. Quotations, the rate
  for such day will be the arithmetic mean of the rates per annum for the last
  transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York
  time) on that day by each of three major brokers of Federal funds transactions
  in New York City, selected by the Agent in its sole discretion, acting reasonably.


“Federal Reserve Board” or “Federal”
  means the Board of Governors of the Federal Reserve System of the United States
  of America or any successor thereof.

“GAAP” means generally accepted accounting
  principles which are in effect from time to time in Canada, subject where applicable
  to Section 1.14. 




- 9 - 

“Guarantee” means any guarantee, undertaking
  to assume, endorsement (other than the routine endorsement of cheques in the
  ordinary course of business), contingent agreement to purchase, repurchase or
  to provide funds for the payment of any obligation of any Person or any other
  agreement, instrument or document under which a Person otherwise directly or
  indirectly becomes liable: (a) in respect of any obligation of any other Person,
  (b) to maintain the solvency or any balance sheet or other financial condition
  of any other Persons (including keep-well covenants), or (c) to make payment
  for any products, materials or supplies, or for any transportation or services
  regardless of the non-delivery or non-furnishing thereof, in each case, if the
  purpose or intent of such agreement is to provide assurance that such obligations
  will be paid or performed, or that agreements relating thereto will be complied
  with, or that the holder of such obligations will be protected against non-payment
  or non-performance in respect thereof; provided that the amount of each Guarantee
  shall be deemed to be the amount of the obligation guaranteed thereby unless
  the Guarantee is limited to a determinable amount, in which case the amount
  of such Guarantee shall be deemed to be the lesser of such determinable amount
  and the amount of such obligation. 

“Harvest Parties” means the Borrower,
  the Restricted Subsidiaries listed in Schedule J, and any other Subsidiary of
  the Borrower which, at any time, the Borrower deems, by notice to the Agent,
  to be a Restricted Subsidiary. 

“Hedge Agreement” means: 

	 	(a) 	 any contract for a rate swap, rate cap, rate floor,
        rate collar, forward rate agreement, futures or other rate protection
        agreement or option with respect to any such transaction, designed to
        hedge against fluctuations in interest rates;

	 	 	 
	 	(b) 	 any contract for the sale or future delivery of commodities
        (including, without limitation, electricity) (whether or not the subject
        commodities are to be delivered), hedging contract, forward contract,
        swap agreement, futures contract or other commodity pricing protection
        agreement or option with respect to any such transaction, designed to
        hedge against fluctuations in prices of the subject commodities;

	 	 	 
	 	(c) 	 any contract for the sale, purchase, or exchange or
        for future delivery of foreign currency (whether or not the subject currency
        is to be delivered or exchanged), hedging contract, forward contract,
        swap agreement, futures contract, or other foreign exchange protection
        agreement or option with respect to any such transaction, designed to
        hedge against fluctuations in foreign exchange rates; and

	 	 	 
	 	(d) 	 any other derivative agreement or other similar agreement
        or arrangements.



“including” means “including
  without limitation.” 

“Income Tax Act (Canada)” means
  the Income Tax Act, R.S.C. 1985 (5th Supp.), c.1, including the regulations
  made and, from time to time, in force under that Act, as amended from time to
  time. 




- 10 - 

“Indebtedness” means, with respect
  to any Person, indebtedness, excluding current trade payables incurred by such
  Person in the normal course of business, created, incurred, assumed or guaranteed
  by such Person, whether absolute or contingent and including any crystallized
  obligation of such Person arising in respect of any Hedging Agreement. 

“Independent Engineering Report” means
  one or more economic and reserve engineering evaluation reports prepared by
  an independent engineering firm chosen by the Borrower covering all of the proved
  Oil and Gas Properties. 

“Individual Commitment Amount” means,
  from time to time in respect of a Lender, that portion of the Aggregate Commitment
  Amount under the Credit Facility which a Lender has severally agreed to make
  available to the Borrower in accordance with the terms and conditions of the
  Agreement, initially as set forth in Schedule B and subject to adjustment pursuant
  to the terms of the Agreement. 

"Intercompany Subordinated Debt" means all indebtedness
  and obligations in respect of amounts borrowed by the Borrower which, in accordance
  with GAAP, on a consolidated basis, would be recorded in the Borrower’s
  consolidated financial statements (including the notes thereto) and which is
  owing to a Related Party, which indebtedness has all of the following characteristics:


	 	(a) 	 a final maturity in respect of repayment of principal
        and interest extending beyond the Credit Facility Termination Date;

	 	 	 
	 	(b) 	 no scheduled or mandatory cash principal or interest
        payments are payable thereunder prior to the Credit Facility Termination
        Date;

	 	 	 
	 	(c) 	 such indebtedness shall be unsecured;

	 	 	 
	 	(d) 	 such indebtedness shall not have any covenants, events
        of default or other terms and conditions (except for pricing) which are
        more restrictive or onerous than those contained in this Agreement; and

	 	 	 
	 	(e) 	 such indebtedness is subordinated to the Obligations
        pursuant to an Affiliate Subordination Agreement;



provided that a true copy of the loan agreement governing such
  indebtedness and a true copy of all amendments thereto must be provided to the
  Agent prior to the execution thereof. 

“Interest Act (Canada)” means
  the Interest Act, R.S.C. 1985, c. I-15, including the regulations made
  and, from time to time, in force under that Act. 

“Investment Grade” means, with respect
  to a successor entity in accordance with Section 17.1(c), a senior secured long
  term debt rating of no less than: 

	 	(a) 	 if such successor entity is rated by both Standard &
        Poor's Rating Services, a division of The McGraw-Hill Companies (together
        with its successors, “S&P”) and Moody's Investor Services, Inc. (together with its
        successors (“Moody's”)), then BBB- by S&P and Baa3 by Moody's;
    or








- 11 - 

	 	(b) 	 if such successor entity is rated by only one of S&P
        or Moody's, then BBB- by S&P or Baa3 by Moody's, as applicable.



“Judgment Interest Act (Alberta)”
  means the Judgment Interest Act, R.S.A. 2000, c. J-1, including the regulations
  made and from time to time in force under that Act.

“KNOC Korea” means Korea National
  Oil Corporation, a corporation subsisting under the laws of the republic of
  Korea. 

“KNOC Korea Guarantee” means an unlimited
  guarantee of the Obligations from KNOC Korea in form and substance satisfactory
  to the Lenders, acting reasonably.

“Laws” means all constitutions, treaties,
  laws, statutes, codes, ordinances, orders, decrees, rules, regulations and municipal
  by-laws, whether domestic, foreign or international, any judgments, writs, injunctions,
  decisions, rulings, decrees and awards of any Administrative Body, and any policies,
  voluntary restraints, practices or guidelines of any Administrative Body, and
  including, any principles of common law and equity. 

“Lender Distress Event” means, in
  respect of a given Lender, such Lender or its Lender Parent is subject to a
  forced liquidation, merger, sale or other change of control supported in whole
  or in part by guarantees or other support (including, without limitation, the
  nationalization or assumption of ownership or operating control by the Government
  of the United States, Canada or any other Administrative Body) or is otherwise
  adjudicated as, or determined by any Administrative Body having regulatory authority
  over such Lender or Lender Parent or their respective assets to be, insolvent
  or bankrupt; provided that a Lender shall not become a Defaulting Lender solely
  as the result of the acquisition or maintenance of an ownership interest in
  such Lender or its Lender Parent (including the exercise of control over such
  Lender or its Lender Parent through such ownership interest) by an Administrative
  Body or an instrumentality thereof. 

“Lender Insolvency Event” means, in
  respect of a given Lender, such Lender or its Lender Parent: 

	 	(a) 	 is dissolved (other than pursuant to a consolidation,
        amalgamation or merger);

	 	 	 
	 	(b) 	 becomes insolvent, is deemed insolvent by applicable
        law or is unable to pay its debts or fails or admits in writing its inability
        generally to pay its debts as they become due;

	 	 	 
	 	(c) 	 makes a general assignment, arrangement or composition
        with or for the benefit of its creditors;

	 	 	 
	 	(d) 	 (A) institutes, or has instituted against it by a regulator,
        supervisor or any similar Administrative Body with primary insolvency,
        rehabilitative or regulatory jurisdiction over it in the jurisdiction
        of its incorporation or organization or the jurisdiction of its head or home office, (x) a proceeding
        pursuant to which such Administrative Body takes control of such Lender’s
        or Lender Parent’s assets, (y) a proceeding seeking a judgment of
        insolvency or bankruptcy or any other relief under any bankruptcy, insolvency
        or winding-up law or other similar law affecting creditors’ rights,
        or (z) a petition is presented for its winding-up or liquidation by it
        or such regulator, supervisor or similar Administrative Body; or (B) has
        instituted against it a proceeding seeking a judgment of insolvency or
        bankruptcy or any other relief under any bankruptcy, insolvency or winding-up
        law or other similar law affecting creditors’ rights, or a petition
        is presented for its winding-up or liquidation, and such proceeding or
        petition is instituted or presented by a person or entity not described
        in clause (A) above and either (x) results in a judgment of insolvency
        or bankruptcy or the entry of an order for relief or the making of an
        order for its winding-up or liquidation or (y) is not dismissed, discharged,
        stayed or restrained in each case within 15 days of the institution or
    presentation thereof;








- 12 - 

	 	(e) 	 has a resolution passed for its winding-up, official
        management or liquidation (other than pursuant to a consolidation, amalgamation
        or merger);

	 	 	 
	 	(f) 	 seeks or becomes subject to the appointment of an administrator,
        provisional liquidator, conservator, receiver, trustee, custodian or other
        similar official for it or for all or a substantial portion of all of
        its assets; provided that a Lender shall not be a Defaulting Lender solely
        by virtue of the ownership or acquisition of any equity interest in that
        Lender or any direct or indirect parent company thereof by a Governmental
        Authority so long as such ownership interest does not result in or provide
        such Lender with immunity from the jurisdiction of courts within the United
        States or Canada or from the enforcement of judgments or writs of attachment
        on its assets or permit such Lender (or such Governmental Authority) to
        reject, repudiate, disavow or disaffirm any contracts or agreements made
        with such Lender;

	 	 	 
	 	(g) 	 has a secured party take possession of all or a substantial
        portion of all of its assets or has a distress, execution, attachment,
        sequestration or other legal process levied, enforced or sued on or against
        all or substantially all its assets and such secured party maintains possession,
        or any such process is not dismissed, discharged, stayed or restrained,
        in each case, within 15 days thereafter;

	 	 	 
	 	(h) 	 causes or is subject to any event with respect to it
        which, under the applicable law of any jurisdiction, has an analogous
        effect to any of the events specified in subparagraphs (a) to (g) above,
        inclusive; or

	 	 	 
	 	(i) 	 takes any action in furtherance of, or indicating its
        consent to, approval of, or acquiescence in, any of the foregoing.



“Lender Parent” means any person that
  directly or indirectly Controls a Lender. 




- 13 - 

“Lenders” means those financial institutions
  who in accordance with the provisions of the Agreement provide an Individual
  Commitment Amount under the Credit Facility, initially being each of the financial
  institutions listed as Lenders in Schedule B and thereafter, those financial
  institutions which may become a Party to the Agreement, as a Lender, by executing
  and delivering to the Agent and to the Borrower an Assignment, and each of their
  respective successors and permitted assigns, and Lender means any one of them
  in such capacity. 

“LIBOR” for any LIBOR Period, the
  rate per annum equal to (i) the British Bankers Association LIBOR Rate or the
  successor thereto if the British Bankers Association is no longer making a LIBOR
  rate available, as published by Reuters (or such other commercially available
  source providing quotations of LIBOR as may be designated by the Agent from
  time to time) at approximately 11:00 a.m., London time, two Banking Days prior
  to the commencement of such LIBOR Period, for U.S. Dollar deposits (for delivery
  on the first day of such LIBOR Period) with a term equivalent to such LIBOR
  Period or, (ii) if such rate is not available at such time for any reason, the
  rate per annum determined by the Agent to be the rate at which deposits in U.S.
  Dollars for delivery on the first day of such LIBOR Period in same day funds
  in the approximate amount of the LIBOR Based Loan being made, continued or converted
  and with a term equivalent to such LIBOR Period would be offered by the Agent's
  London Branch to major banks in the London interbank eurodollar market at their
  request at approximately 11:00 a.m. (London time) two Banking Days prior to
  the commencement of such LIBOR Period. 

“LIBOR Based Loan” means a loan under
  the Credit Facility in U.S. Dollars which bears interest at a rate based on
  LIBOR. 

“LIBOR Period” means a period of 1
  month or such other period as may be agreed to by all of the Lenders under the
  Credit Facility. 

“Majority Lenders” means the Lenders
  holding, in aggregate, at least 662/3% of the Aggregate Commitment Amount under
  the Credit Facility. 

“Material Acquisition” means an acquisition
  by a Harvest Party of shares or other assets completed in the immediately preceding
  twelve months which increases the Consolidated Tangible Assets of the Borrower
  as shown on its most recent consolidated financial statements of the Borrower
  by more than 10% (other than the acquisition of the Black Gold Assets). 

“Material Adverse Effect” means (a)
  a material adverse change in, or a material adverse effect on, the operations,
  business, assets, properties, liabilities (actual or contingent) or condition
  (financial or otherwise) of KNOC Korea, the Borrower and the Borrower's Subsidiaries,
  taken as a whole; provided that the write-down of the Refinery assets that was
  reflected in the Borrower's audited financial statements for the year ending
  December 31, 2012 shall not in and of itself constitute a Material Adverse Effect;
  (b) a material impairment of the rights and remedies of the Agent or any Lender
  under this Agreement or the KNOC Korea Guarantee, or of the ability of the Borrower
  or KNOC Korea to perform its obligations under this Agreement or the KNOC Korea
  Guarantee, as applicable; or (c) a material adverse effect upon the legality,
  validity, binding effect or enforceability against the Borrower of this Agreement
  or against KNOC Korea of the KNOC Korea Guarantee. 




- 14 - 

“Material Contracts” means the trust
  indentures governing the Convertible Debentures and the Note Indenture (including
  the Notes), if in effect, and also includes, effective as of the date of designation
  thereof, any other agreements designated in writing as Material Contracts by
  the Majority Lenders, acting reasonably, from time to time after the Closing
  Date.

“Maturity Date” means the Banking
  Day on which a LIBOR Based Loan becomes due and payable by the Borrower. 

“NARL” means North Atlantic Refining
  Limited, and its successors and assigns. 

“NARL Purchase Agreement” means the
  purchase and sale agreement dated as of August 22, 2006 between VITOL Refining
  Group B.V. and Harvest Energy Trust. 

“Non-Defaulting Lender” means a Lender
  that is not a Defaulting Lender. 

“Non-Recourse Debt” means any indebtedness
  or other obligations, and guarantees, indemnities, endorsements (other than
  endorsements for collection in the ordinary course of business) or other contingent
  obligations in respect of obligations of another Person which, in each case,
  are incurred to finance the creation, development, construction or acquisition
  of assets and any increases in or extensions, renewals or refunding of any such
  indebtedness, liabilities and obligations, provided that the recourse of the
  lender thereof or any agent, trustee, receiver or other Person acting on behalf
  of the lender in respect of such indebtedness, liabilities and obligations or
  any judgment in respect thereof is limited in all circumstances (other than
  in respect of false or misleading representations or warranties and customary
  indemnities provided with respect to such financings) to the assets created,
  developed, constructed or acquired in respect of which such indebtedness, liabilities
  and obligations has been incurred and to any receivables, inventory, equipment,
  chattel paper, intangibles and other rights or collateral arising from or connected
  with the assets created, developed, constructed or acquired and to which the
  lender has recourse.

“Non-Restricted Subsidiary” means
  any Subsidiary which is not a Restricted Subsidiary.

“Noon Rate” means, in relation to
  the conversion of one currency into another currency, the rate of exchange for
  such conversion as quoted by the Bank of Canada (or, if not so quoted, the spot
  rate of exchange quoted for wholesale transactions made by the Agent at Toronto,
  Ontario at approximately noon (Toronto local time)). 

“Note Indenture” means each of: 

	 	(a) 	 the indenture dated as of October 4, 2010, between the
        Borrower and U.S. Bank National Association, as amended from time to time
        as permitted hereby; and

	 	 	 
	 	(b) 	 any other indenture for any of the notes described in
        part (b) of the definition of Notes.



“Notes” means: 




- 15 - 

	 	(a) 	 the U.S.$500,000,000 6.875% unsecured senior notes due
        2017 issued by the Borrower pursuant to the Note Indenture described in
        part (a) of the definition of Note Indenture; and

	 	 	 
	 	(b) 	 any other notes or other indebtedness for borrowed money
        created, incurred, assumed or guaranteed by the Borrower or any Restricted
        Subsidiary after October 4, 2010; provided that such notes and other indebtedness
        have characteristics equivalent to those described in parts (a), (b),
        (c) and (f) of the definition of Subordinated Debt.



“Notice of Drawdown” means, in relation
  to Drawdowns, a notice by the Borrower to the Agent substantially in the form
  of Schedule D. 

“Notice of Rollover or Notice of Conversion”
  means, in relation to Advances (other than Drawdowns), a notice by the Borrower
  to the Agent substantially in the form of Schedule E. 

“Obligations” means all indebtedness,
  liabilities and other obligations, whether absolute or contingent, matured or
  unmatured, howsoever arising under the Credit Facility owed by the Borrower
  to one or more of the Lenders or the Agent. 

“OECD Countries” means countries which
  are members at such time of the Organization for Economic Cooperation and Development.


“Oil and Gas Properties” means all
  of the interest, right, title and estate of the Harvest Parties, now owned or
  hereafter acquired, in and to: 

	 	(a) 	 all lands and other real and immovable property interests
        of the Harvest Parties (including leasehold lands and licenses held by
        the Harvest Parties relating thereto) owned, held or used, from time to
        time, in connection with the exploration for and development (including,
        without limitation, such interests in respect of which no proved reserves
        are attributed), production, processing, transportation and marketing
        of Petroleum Substances;

	 	 	 
	 	(b) 	 the rights to explore for, mine, drill for, produce,
        take, save or market Petroleum Substances under all lands and other real
        and immovable property interests referred to in subsection (a) of this
        definition;

	 	 	 
	 	(c) 	 the Petroleum Substances within, upon or under all lands
        and other real and immovable property interests referred in subsection
        (a) of this definition;

	 	 	 
	 	(d) 	 royalty, production, profits and other interests or
        payment out of, referable to, or payable in respect of, Petroleum Substances
        or the value thereof produced from or allocable to the lands and other
        real and immovable property interests referred to in subsection (a) of
        this definition;

	 	 	 
	 	(e) 	 the Documents of Title;








- 16 - 

	 	(f) 	 any and all rights and interests in the foregoing substantially
        replacing, extending or renewing any thereof in the event of termination,
        surrender, negotiation, renegotiation or supersession thereof; and

	 	 	 
	 	(g) 	 any and all rights to acquire any of the foregoing.



“Parties” means the Borrower, the
  Agent and the Lenders and their respective successors and permitted assigns,
  and “Party” means any one of the Parties. 

“Pension Plan” means any retirement
  or pension benefit plan that is established by a Person for the benefit of its
  employees, that requires such Person to make periodic payments or contributions.


“Permitted Encumbrances” means: 

	 	(a) 	 undetermined or inchoate liens arising in the ordinary
        course of and incidental to construction or current operations which have
        not been filed pursuant to Law against any of the Harvest Parties in respect
        of which no steps or proceedings to enforce such lien have been initiated
        or which relate to obligations which are not due or delinquent or if due
        or delinquent, any lien which such Harvest Party is in good faith contesting
        if such contest involves no material risk of loss of any material part
        of the property of the Harvest Parties taken as a whole;

	 	 	 
	 	(b) 	 liens incurred or created in the ordinary course of
        business and in accordance with sound industry practice in respect of
        the joint operation of Oil and Gas Properties or related production or
        processing facilities as security in favour of any other Person conducting
        the development or operation of the property to which such liens relate,
        for any of the Harvest Parties' portion of the costs and expenses of such
        development or operation, provided such costs or expenses are not due
        or delinquent or if due or delinquent, any lien which such Harvest Party
        is in good faith contesting if such contest involves no material risk
        of loss of any material part of the property of the Harvest Parties taken
        as a whole;

	 	 	 
	 	(c) 	 a sale or disposition of Oil and Gas Properties resulting
        from any pooling or unit agreement entered into in the ordinary course
        of business when, in any of the Harvest Parties' reasonable judgment,
        it is necessary to do so in order to facilitate the orderly exploration,
        development or operation of such properties, provided that, such Harvest
        Party's resulting pooled or unitized interest is proportional (either
        on an acreage or reserve basis) to the interest contributed by it and
        is not materially less than such Harvest Party's interest in such Oil
        and Gas Properties prior to such pooling or unitization and its obligations
        in respect thereof are not greater than its proportional share based on
        the interest acquired by it;

	 	 	 
	 	(d) 	 to the extent a Security Interest is created or constituted
        thereby, farmout interests or overriding royalty interests, net profit
        interests, reversionary interests and carried interests in respect of
        any of the Oil and Gas Properties that are or were entered into with or
        granted to arm's length third parties in the ordinary course of business
        and in accordance with sound industry practice;








- 17 - 

	 	(e) 	 liens for penalties arising under non-participation
        provisions of operating agreements in respect of any of the Oil and Gas
        Properties, if such liens do not materially detract from the value of
        any material part of the property of the Harvest Parties taken as a whole;

	 	 	 
	 	(f) 	 easements, rights-of-way, servitudes, zoning or other
        similar rights or restrictions in respect of land (if such land is a material
        part of the property of the Harvest Parties taken as a whole) held by
        any of the Harvest Parties (including rights-of- way and servitudes for
        railways, sewers, drains, pipe lines, gas and water mains, electric light
        and power and telephone or telegraph or cable television conduits, poles,
        wires and cables) which, either alone or in the aggregate, do not materially
        detract from the value of such land or materially impair its use in the
        operation of the business of the Harvest Parties taken as a whole;

	 	 	 
	 	(g) 	 any lien or trust arising in connection with worker's
        compensation, employment insurance, pension and employment Laws;

	 	 	 
	 	(h) 	 the right reserved to or vested in any municipality
        or governmental or other public authority by the terms of any lease, license,
        franchise grant or permit acquired by any of the Harvest Parties, or by
        any statutory provision to terminate any such lease, license, franchise,
        grant or permit or to require annual or other periodic payments as a condition
        of the continuance thereof; and rights of distress reserved in or exercisable
        under any other lease or sublease to which such Harvest Party is a party
        which secures the payment of rent or compliance with the terms thereof;

	 	 	 
	 	(i) 	 liens on Petroleum Substances or proceeds of the sale
        thereof pursuant to a processing or transmission arrangement securing
        payment of the obligations of any Harvest Party in respect of the costs
        thereof, provided such costs are not due or delinquent, or if due or delinquent
        any such lien which such Harvest Party is in good faith contesting if
        such contest involves no material risk of loss of any material part of
        the property of the Harvest Parties taken as a whole;

	 	 	 
	 	(j) 	 all reservations in the original grant from the Crown
        of any lands and premises or any interests therein and all statutory exceptions,
        qualifications and reservations in respect of title;

	 	 	 
	 	(k) 	 any right of first refusal in favour of any Person granted
        in the ordinary course of business with respect to all or any of the Oil
        and Gas Properties of the Harvest Parties;

	 	 	 
	 	(l) 	 any claim or Security Interest from time to time disclosed
        by the Harvest Parties to the Agent and which is consented to by the Lenders;

	 	 	 
	 	(m) 	 public and statutory liens not yet due and similar liens
        arising by operation of Law, and if due or delinquent any lien which such
        Harvest Party is in good faith contesting if such contest involves no
        material risk of loss of any material part of the property of the Harvest
        Parties taken as a whole;








- 18 - 

	 	(n) 	 “Permitted Encumbrances” as defined in the
        NARL Purchase Agreement (to the extent that such Permitted Encumbrances
        do not secure any indebtedness for borrowed money which, in accordance
        with GAAP, on a consolidated basis, would be recorded in the Borrower’s
        consolidated financial statements (including the notes thereto), and relate
        to assets or property of NARL in the Province of Newfoundland and Labrador
        only);

	 	 	 
	 	(o) 	 any non-recourse pledge by any of the Harvest Parties
        of Securities in any Non- Restricted Subsidiary which is required to facilitate
        any indebtedness for borrowed money incurred by such Non-Restricted Subsidiary;

	 	 	 
	 	(p) 	 (i) any Purchase Money Security Interest, (ii) any Security
        Interest which secures Capital Lease Obligations granted or assumed by
        any of the Harvest Parties, (iii) any “Permitted Encumbrance”
        as defined in the NARL Purchase Agreement (to the extent that any such
        Permitted Encumbrance secures any indebtedness for borrowed money which,
        in accordance with GAAP, on a consolidated basis, would be recorded in
        the Borrower’s consolidated financial statements (including the notes
        thereto) and relate to assets or property of NARL in the Province of Newfoundland
        and Labrador only), (iv) Non-Recourse Debt, and (v) indebtedness or obligations
        in respect of amounts borrowed under an overdraft facility extended by
        The Bank of Nova Scotia to NARL, secured on a pari passu basis
        with the “Obligations” and “Hedge Indebtedness” as
        these terms are defined in the Existing Credit Agreement, and which is
        subject at all times to an intercreditor agreement acceptable to the Agent,
        to an aggregate maximum principal amount of $1,000,000 (or the Canadian
        Dollar Exchange Equivalent thereof) at any time outstanding; provided
        that the obligations secured by all of the Security Interests in clauses
        (i), (ii), (iii), (iv) and (v) of this paragraph (p) do not in aggregate
        at any time exceed $25,000,000 (or the Canadian Dollar Exchange Equivalent
        thereof) outstanding at any time;

	 	 	 
	 	(q) 	 any Security Interests consisting solely of pledges
        of cash or marketable securities granted or assumed by any of the Harvest
        Parties to secure its obligations under any Hedge Agreement; provided
        that the aggregate value of pledged collateral does not at any time exceed
        $25,000,000 (or the Canadian Dollar Exchange Equivalent thereof) in aggregate
        at any time;

	 	 	 
	 	(r) 	 the “Security” as defined in the Existing
        Credit Agreement; and

	 	 	 
	 	(s) 	 any Security Interests created on the Black Gold Assets
        and proceeds thereof.



“Person” means an individual, a partnership,
  a corporation, a company, a trust, an unincorporated organization, a union,
  a government or any department or agency thereof (collectively an “entity”)
  and the heirs, executors, administrators, successors, or other legal representatives,
  as the case may be, of such entity. 




- 19 - 

“Petroleum Substances” means petroleum,
  natural gas, natural gas liquids, related hydrocarbons and any and all other
  substances, whether liquid, solid or gaseous, whether hydrocarbons or not, produced
  or producible in association with any of the foregoing. 

“Principal Amount” means, that portion
  of the Aggregate Principal Amount which has been advanced by such Lender under
  the Credit Facility and which remains outstanding. 

“Purchase Money Security Interest”
  means a Security Interest, whether given to a vendor, a lender or any other
  Person, securing indebtedness assumed or incurred as, or to provide, all or
  part of the purchase price or other acquisition cost of property which Security
  Interest is limited exclusively to such property. 

“Rateable Portion” means the proportion
  from time to time of the Individual Commitment Amount of a Lender under the
  Credit Facility relative to the Aggregate Commitment Amount under the Credit
  Facility. 

“Refinery” has the meaning attributed
  to it in the NARL Purchase Agreement. 

"Related Party" means KNOC Korea or any other
  Person (other than a Harvest Party) which is a shareholder of a Harvest Party
  or an Affiliate of such shareholder. 

“Release” includes releasing, spilling,
  leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping,
  leaching, disposing or dumping. 

“Repayment” means the repayment of
  any outstanding Borrowing by the Borrower to the Agent on behalf of the Lenders.


“Restricted Subsidiary” means any
  Subsidiary of the Borrower, that has been designated as a “Restricted Subsidiary”
  by the Borrower in accordance with Section 15.1 and is then listed as such in
  Schedule J (as such Schedule may be revised from time to time). 

“Rollover” means, in relation to a
  LIBOR Based Loan, the continuation of all or any portion of such LIBOR Based
  Loan for an additional LIBOR Period under the Credit Facility subsequent to
  the initial or any subsequent LIBOR Period applicable thereto; and “Rolled
  Over” shall have a similar meaning. 

“Securities” means any interest in
  any partnership, trust or joint venture or any securities in the capital stock
  of any corporation or limited liability company, in each case which carry a
  residual right to participate in the earnings of such partnership, trust, joint
  venture, corporation or limited liability company or, upon the liquidation or
  winding up of such partnership, trust, joint venture, corporation or limited
  liability company, to share in its assets. 

“Security Interest” means any mortgage,
  lien, pledge, charge (whether fixed or floating), security interest, title retention
  agreement, or other encumbrance of any kind, contingent or absolute but excludes
  operating leases and any contractual right of set-off created in the ordinary
  course of business. 




- 20 - 

“Shareholders' Equity” means, at any
  time, the shareholders' equity as shown on the consolidated balance sheet of
  the Borrower, plus any Intercompany Subordinated Debt, but excluding equity
  attributable to the Black Gold Assets. 

“Subordinated Debt” means all indebtedness
  and obligations in respect of amounts borrowed by the Borrower which, in accordance
  with GAAP, on a consolidated basis, would be recorded in the Borrower’s
  consolidated financial statements (including the notes thereto) and which is
  owing to a Person or Persons other than a Harvest Party or a Related Party,
  which indebtedness has all of the following characteristics: 

	 	(a) 	 an initial final maturity in respect of repayment of
        principal extending beyond the Credit Facility Termination Date (provided
        that if the Borrower enters into a subordinated bridge facility in connection
        with a Material Acquisition, the maturity date thereof may be within the
        maturity date of the Credit Facility so long as such subordinated debt
        matures and is repaid within six months of its incurrence);

	 	 	 
	 	(b) 	 no scheduled cash principal payments thereunder prior
        to the Credit Facility Termination Date (provided that if the Borrower
        enters into a subordinated bridge facility referred to in clause (a) above,
        the principal thereof may be repaid on a maturity date that is scheduled
        within six months of its incurrence, subject to the governing subordination
        agreement with the Lenders);

	 	 	 
	 	(c) 	 such indebtedness shall be unsecured;

	 	 	 
	 	(d) 	 upon the occurrence of any Default or Event of Default
        or the commencement of any proceedings in relation to dissolution, winding
        up, liquidation, receivership, insolvency or bankruptcy of the Borrower,
        such indebtedness shall be postponed, subordinate and junior in right
        of payment to all payment obligations under this Agreement or any guarantee
        thereof from a Harvest Party;

	 	 	 
	 	(e) 	 other than with respect to subordinated bonds in the
        public debt or private placement markets, upon the occurrence of any Default
        or Event of Default, such indebtedness shall have a standstill period
        of not less than six months; and

	 	 	 
	 	(f) 	 such indebtedness shall not have any covenants, events
        of default or other terms and conditions (except for higher pricing and/or
        more onerous optional redemption provisions) which, taken as a whole,
        are materially more restrictive than those contained in this Agreement,



provided that (i) the subordination above is confirmed in writing
  by any trustee for holders of such Subordinated Debt or by a subordination agreement
  with the Agent, in either case in a form satisfactory to the Majority Lenders
  acting reasonably, (ii) the Convertible Debentures shall be deemed to constitute
  Subordinated Debt for so long as they meet the foregoing requirements (other
  than paragraph (a)), and (iii) indebtedness for borrowed money owed to a Related
  Party, to the extent it forms Intercompany Subordinated Debt, shall be deemed
  not to be Subordinated Debt. 




- 21 - 

“Subsidiary” means any Person of which
  more than 50% of the outstanding Voting Securities are owned, directly or indirectly
  by the Borrower, provided that the ownership of such Voting Securities confers
  the right to elect at least a majority of the board of directors of such Person,
  or a majority of Persons serving similar roles or in respect of a partnership
  or trust if more than a 50% interest in the profits or capital thereof is directly
  or indirectly owned by such Person, and includes any legal entity in like relationship
  to a Subsidiary. 

“Subsidiary Partnerships” means any
  Restricted Subsidiaries which are general or limited partnerships. 

“Subsidiary Trusts” means any Restricted
  Subsidiaries which are trusts. 

“Taxes” means all taxes of any kind
  or nature whatsoever including income taxes, capital taxes, minimum taxes, levies,
  imposts, stamp taxes, royalties, duties, charges to tax, value added taxes,
  commodity taxes, goods and services taxes, and all fees, deductions, compulsory
  loans, withholdings and restrictions or conditions resulting in a charge imposed,
  levied, collected, withheld or assessed as of the date hereof or at any time
  in the future by any governmental or quasi-governmental authority of or within
  any jurisdiction whatsoever having power to tax, together with penalties, fines,
  additions to tax and interest thereon and any instalments in respect thereof.


“Total Capitalization” means, at any
  time, the aggregate of Consolidated Total Debt and Shareholders' Equity. 

"U.S. Base Rate" means the greater of (a) variable
  rate of interest quoted by the Agent from time to time as the reference rate
  of interest which it employs to determine the interest rate it will charge for
  demand loans in U.S. Dollars to its customers in Canada and which it designates
  as its "U.S. Base Rate", (b) the Federal Funds Rate plus 100 Basis Points per
  annum and (c) the one month LIBOR plus 100 Basis Points per annum. 

“U.S. Base Rate Loan” means a loan
  under the Credit Facility in U.S. Dollars which bears interest at a rate based
  on the U.S. Base Rate. 

“U.S. Dollars” or “U.S.
  $” each means such currency of the United States of America which,
  as at the time of payment or determination, is legal tender therein for the
  payment of public or private debts. 

“Voting Securities” means Securities
  carrying voting rights under all circumstances, provided that, for the purposes
  of this definition, Securities which only carry the right to vote conditionally
  on the happening of an event will not be considered Voting Securities, whether
  or not such event will have occurred, nor will any Securities be deemed to cease
  to be Voting Securities solely by reason of a right to vote accruing to shares
  of another class or classes by reason of the happening of such event. 




SCHEDULE B 

  TO THE HARVEST OPERATIONS CORP.

  CREDIT AGREEMENT 

  DATED MARCH 14, 2013 

LENDERS AND INDIVIDUAL COMMITMENT AMOUNTS 

I.          CREDIT
  FACILITY


  	  	 	Individual 
	Lender 	 	Commitment Amount 
	 	 	 
	Bank of America, N.A., CANADA BRANCH 	 	U.S.$100,000,000 
	 	 	 
	Barclays Bank PLC 	 	U.S.$100,000,000 
	 	 	 
	The Royal Bank of Scotland N.V., (Canada)
        Branch 	 	U.S.$100,000,000 
	 	 	 
	HSBC Bank Canada 	 	U.S.$100,000,000 
	 	 	 
	Aggregate Commitment Amount: 	 	U.S.$400,000,000 




Effective Date: March 14, 2013 




SCHEDULE C 

  TO THE HARVEST OPERATIONS CORP.

  CREDIT AGREEMENT 

  DATED MARCH 14, 2013 

FORM OF COMPLIANCE CERTIFICATE 

	TO: 	Bank of America, N.A., CANADA BRANCH, as Agent
    
	  	  
	AND TO: 	The Lenders 
	  	  
	 RE: 
	 Credit Agreement dated as of
        March 14, 2013 between Harvest Operations Corp. (the "Borrower"),
        Bank of America, N.A., CANADA BRANCH as administrative agent (the "Agent")
        and those financial institutions who are lenders thereunder (collectively,
        the "Lenders") (as amended, restated, supplemented or
        otherwise modified from time to time the "Credit Agreement").
      



            This
  Compliance Certificate is delivered pursuant to Section 14.1(b) of the Credit
  Agreement. 

            I,
  ______________________________, am the duly appointed [insert name of
  office] of Harvest Operations Corp. (the "Borrower")
  and hereby certify in such capacity for and on behalf of the Borrower and without
  incurring any personal liability, after making due inquiry: 

	 	(a) 	 This Compliance Certificate applies to the fiscal [quarter/year]
        of the Borrower ending ____________________, 2013.

	 	 	 
	 	(b) 	 I am familiar with the provisions of the Credit Agreement
        and I have made or caused to be made under my supervision such reasonable
        investigations of corporate records and inquiries of other officers and
        personnel of the Borrower as I have deemed necessary for purposes of this
        Compliance Certificate.

	 	 	 
	 	(c) 	 All of the terms, covenants and conditions of the Documents
        are being complied with by the Harvest Parties [or describe details].

	 	 	 
	 	(d) 	 No Default or Event of Default has occurred or is continuing
        [or describe details].

	 	 	 
	 	(e) 	 Attached hereto is an updated Schedule J to the Credit
        Agreement which accurately reflects the required disclosure regarding
        the Borrower and its Subsidiaries.



            Capitalized
  words and phrases used herein but not otherwise defined herein have the meanings
  attributed to them in the Credit Agreement. 




- 2 - 

Dated at Calgary, Alberta, on______________________, 2013. 

HARVEST OPERATIONS CORP. 

	 	By:	 
    
	 	 	Name: 
	 	 	Title: 







SCHEDULE D 

  TO THE HARVEST OPERATIONS CORP.

  CREDIT AGREEMENT 

DATED MARCH 14, 2013 

FORM OF NOTICE OF DRAWDOWN 

	TO: 	Bank of America, N.A., CANADA BRANCH, as Agent
    
	  	  
	 RE: 
	 Credit Agreement dated as of
        March 14, 2013 between Harvest Operations Corp. (the "Borrower"),
        Bank of America, N.A., CANADA BRANCH as agent (the "Agent")
        and those financial institutions who are lenders thereunder (collectively,
        the "Lenders") (as amended, restated, supplemented or
        otherwise modified from time to time, the "Credit Agreement").
      





	1. 	 The date of the requested Drawdown is the _____day of
        ________________, 2013.

	 	 
	2. 	 Pursuant to Section 5.2 of the Credit Agreement, the
        Borrower hereby irrevocably requests that the following Drawdown(s) under
        the Credit Facility be made available:





	 	TYPE OF ADVANCE 	PRINCIPAL AMOUNT 	TERM 
	 	 	 	 
	 	U.S. Base Rate Loan 	_______________________	N/A 
	 	 	 	 
	 	LIBOR Based Loan 	_______________________	_______________________  




	3. 	 The Borrower hereby represents and warrants
        to the Agent and the Lenders as follows as of the date of this Notice
        of Drawdown:

	 	 	 
		(a) 	 each of the representations and warranties of the Borrower
        set forth in Section 13.1 of the Credit Agreement (other than that made
        in Section 13.1(j) which will not be restated and that made in Section
        13.1(n) which will be restated as of the date referred to therein) is
        true and correct as of the date of the requested Drawdown; and

	 	 	 
		(b) 	 no Default or Event of Default has occurred and is continuing
        under the Credit Agreement or will occur as a result of the requested
        Drawdown.

	 	 	 
	4. 	 This Notice of Drawdown is irrevocable.

	 	 	 
	5. 	 Capitalized words and phrases used herein
        and not otherwise defined herein have the meanings attributed to them
        in the Credit Agreement.

	 	 	 
	6. 	 Special Instructions (if any):








- 2 - 

            The
  Borrower has caused this Notice of Drawdown to be executed and delivered, and
  the certifications contained herein to be made, by a duly authorized officer
  of the Borrower this _____day of _____________________, 2013. 

HARVEST OPERATIONS CORP. 

 

	 	By: 	 
	 	 	Name: 
	 	 	Title: 







SCHEDULE E 

  TO THE HARVEST OPERATIONS CORP.

  CREDIT AGREEMENT 

  DATED MARCH 14, 2013 

FORM OF NOTICE OF ROLLOVER/NOTICE 

  OF CONVERSION/NOTICE OF REPAYMENT 

	TO: 	Bank of America, N.A., CANADA BRANCH, as Agent
    
	  	  
	RE: 	Credit
      Agreement dated as of March 14, 2013 between Harvest Operations Corp. (the
      "Borrower"), Bank of America, N.A., CANADA BRANCH as agent
      (the "Agent") and those financial institutions who are
      lenders thereunder (collectively, the "Lenders") (as amended,
      restated, supplemented or otherwise modified from time to time, the "Credit
      Agreement"). 




	1. 	 Pursuant to Section [2.4, 2.5 or 5.4]
        of the Credit Agreement, the Borrower hereby irrevocably notifies the
        Agent that it will:

	 	 
		 (a)           
        Rollover part or all of a Borrowing under the Credit Facility described
        as:



Type of Borrowing: _______________________________________________________________________

  Principal Amount (1): ______________________________________________________________________

  Maturity Date: ___________________________________________________________________________

into another Borrowing of the same type
  under the Credit Facility. 

Maturity Date: ___________________________________________________________________________

	 	(1) 	 

      If only part of the maturing Borrowing is being rolled
        over, please indicate the applicable amount being rolled over, including
        the details provided above in respect thereof and whether the balance
        will be Converted or repaid.



or; 

	 	(b) 	 Repay part or all of a Borrowing under the Credit Facility
        described as:



Type of Borrowing: _______________________________________________________________________

  Principal Amount (1): ______________________________________________________________________

  Maturity Date: ___________________________________________________________________________

and [rollover/Convert]
  the remaining balance thereof into another Borrowing of the same type made under
  the Credit Facility. 

Maturity Date: ___________________________________________________________________________




- 2 - 

	 	 (1) 
	 If only part of the maturing Borrowing is
        being repaid, please indicate the applicable amount being repaid, including
        the details provided above in respect thereof and whether the balance
        will be rolled over or Converted.





	2. 	 The Borrower represents and warrants to the Agent and
        the Lenders that no Default or Event of Default has occurred and is continuing.

	 	 
	3. 	 This Notice is irrevocable.

	 	 
	4. 	 Capitalized words and phrases used herein and not otherwise
        defined herein have the meanings attributed to them in the Credit Agreement.

	 	 
	5. 	 Special Instructions (if any):

	 	 
	 	________


            The
  Borrower has caused this Notice to be executed and delivered, and the certifications
  contained herein to be made, by a duly authorized officer of the Borrower this
  _____ day of _________________, 2013. 

HARVEST OPERATIONS CORP. 


	 	By:	 
	 	 	Name: 
	 	 	Title: 








SCHEDULE F-1 

[INTENTIONALLY DELETED] 




SCHEDULE F-2 

[INTENTIONALLY DELETED] 




SCHEDULE G 

[INTENTIONALLY DELETED] 




SCHEDULE H 

  TO THE HARVEST OPERATIONS CORP.

  CREDIT AGREEMENT 

  DATED MARCH 14, 2013 

FORM OF AFFILIATE SUBORDINATION AGREEMENT 

            THIS
  SUBORDINATION AGREEMENT dated as of the • day of •, 2013
  (the "Agreement") is made by [Name of Non-Restricted
  Subsidiary] (the "Subordinated Harvest Party") to
  and in favour of the Harvest Lenders and Bank of America, N.A., CANADA BRANCH
  ("BOA"), as Agent for and on behalf of the Harvest Lenders.


PREAMBLE: 

	A. 	 Harvest Operations Corp. (the "Borrower"),
        BOA and those other financial institutions which are or hereafter become
        lenders thereunder (collectively, the "Lenders") and
        BOA, as administrative agent for the Lenders (in such capacity, together
        with its successors and assigns in such capacity, the "Agent")
        are parties to a credit agreement dated as of March 14, 2013 (such credit
        agreement, as it may be amended, supplemented or otherwise modified or
        restated from time to time, the "Credit Agreement").

	 	 
	B. 	 Pursuant to the Credit Agreement, each of the Harvest
        Parties may from time to time become indebted to the Harvest Lenders.

	 	 
	C. 	 The Harvest Parties have or may become indebted to the
        Subordinated Harvest Party from time to time.

	 	 
	D. 	 Pursuant to the Credit Agreement, the Subordinated Harvest
        Party is required to subordinate the Subordinated Obligations to the Harvest
        Lender Obligations.

	 	 
	E. 	 It is in the interests of the Subordinated Harvest Party
        that the Harvest Lenders extend credit to the Borrower and the other Harvest
        Parties pursuant to the Harvest Lender Documents and therefore the Subordinated
        Harvest Party is prepared to execute and deliver this Agreement.



AGREEMENT: 

            In
  consideration of the Harvest Lenders agreeing to provide or to continue to provide
  to the Borrower the Credit Facility and other good and valuable consideration
  (the receipt and sufficiency of which are hereby acknowledged), the Subordinated
  Harvest Party covenants and agrees as follows: 




- 2 -

ARTICLE 1 

  INTERPRETATION 

1.1      
  Definitions 

            Capitalized
  terms used in this Agreement but not otherwise defined herein shall have the
  meanings ascribed thereto in the Credit Agreement. In addition, the following
  expressions used in this Agreement shall have the following meanings: 

"Acceleration Event"
  means the occurrence of a Default or Event of Default under the Credit Agreement;


"Harvest Lender Documents"
  means the Credit Agreement, the Documents and all agreements, documents, notes
  and instruments entered into in connection therewith, as the same may be amended,
  modified, varied, restated or replaced from time to time; 

"Harvest Lender Obligations"
  means all of the obligations, liabilities and indebtedness of the Harvest Parties
  (or any of them) to the Harvest Lenders (or any of them) from time to time,
  whether present or future, direct or indirect, absolute or contingent, liquidated
  or unliquidated, matured or unmatured, extended or renewed, as principal or
  surety, alone or with others, of whatsoever nature or kind, in any currency,
  under or in respect of all or any of the Harvest Lender Documents; 

"Harvest Lenders" means
  the Lenders and the Agent; 

"Parties" means the
  Subordinated Harvest Party and the Agent on behalf of the Harvest Lenders; 

"Proceedings" means
  any voluntary or involuntary receivership, insolvency, proposal, bankruptcy,
  compromise, arrangement, reorganization, winding-up, liquidation, dissolution
  or other similar proceedings, whether or not any of the foregoing is judicial
  in nature; 

"Subordinated Documents"
  means the present and future royalty agreements, net profits interest agreements,
  promissory notes, note indentures, royalty indentures, commitment letters, credit
  agreements, guarantees, certificates, instruments, notes, securities and all
  other agreements and other documents creating, evidencing, securing or otherwise
  relating to the Subordinated Obligations; 

"Subordinated Obligations"
  means the present and future indebtedness, liabilities and obligations of the
  other Harvest Parties (or any of them) to the Subordinated Harvest Party, whether
  present or future, direct or indirect, absolute or contingent, liquidated or
  unliquidated, matured or unmatured, extended or renewed, as principal or surety,
  alone or with others of whatsoever nature or kind or in any currency including
  without limitation, the amounts from time to time owing by any of the Harvest
  Parties (or any of them) to the Subordinated Harvest Party in respect of any
  Subordinated Documents; and 




- 3 - 

"Subordinated Proceeds"
  means all present and future payments and property received by the Subordinated
  Harvest Party from the Harvest Parties (or any of them) in payment or satisfaction
  of the Subordinated Obligations, including without limitation, all deposits
  and investments made with such payments and property, including all other proceeds
  thereof of whatsoever nature or kind. 

1.2      
  References 

            As
  used herein, "this Agreement", "hereto", "herein", "hereof", "hereby", "hereunder"
  and any similar expressions refer to this Agreement as it may be supplemented,
  amended, restated or replaced from time to time, and not to any particular Article,
  Section or other portion hereof. Whenever in this Agreement a particular Article,
  Section or other portion thereof is referred to, such reference pertains to
  the Article, Section or portion thereof contained herein unless otherwise indicated.
  In this Agreement, unless the context otherwise requires, words importing the
  singular include the plural and vice versa and words importing gender include
  all genders. The inclusion of headings in this Agreement is for convenience
  of reference only and shall not affect the construction or interpretation hereof.


1.3      
  Invalidity of Provisions 

            Each
  of the provisions contained in this Agreement is distinct and severable and
  a declaration of invalidity or unenforceability of any such provision or part
  thereof by a court of competent jurisdiction shall not affect the validity or
  enforceability of any other provision hereof. 

1.4      
  Entire Agreement 

            This
  Agreement constitutes the entire agreement among the Parties pertaining to the
  subject matter of this Agreement. There are no warranties, representations or
  agreements between the Parties in connection with such subject matter, except
  as specifically set forth or referred to in this Agreement. 

1.5      
  Waiver, Amendment 

            No
  amendment or waiver of this Agreement shall be binding unless executed in writing
  by the Parties. A waiver of any provision of this Agreement shall only constitute
  a waiver in the specific instance and for the specific purpose for which it
  is given. A waiver of any provision of this Agreement shall not constitute a
  continuing waiver unless expressly provided in writing by the Parties. 

1.6      
  Governing Law, Attornment 

             This
  Agreement shall be governed by and construed in accordance with the Laws of
  the Province of Alberta and the Laws of Canada applicable therein and the Parties
  hereby irrevocably submit to the non-exclusive jurisdiction of the courts of
  Alberta. 




- 4 - 

ARTICLE 2 

  SUBORDINATION 

2.1       Subordination
  

            The
  Subordinated Harvest Party agrees that the Subordinated Obligations shall be
  fully subordinated as contemplated in this Agreement, to and in favour of the
  Harvest Lender Obligations in all circumstances. The Harvest Lenders shall have
  priority over the Subordinated Harvest Party in respect of all of the property
  of every nature and kind now existing or hereafter acquired of the Harvest Parties,
  to discharge and satisfy the Harvest Lender Obligations, all in priority to
  any claim of the Subordinated Harvest Party. 

2.2       Priority
  

            The
  subordination of the Subordinated Obligations to the Harvest Lender Obligations
  set out in this Agreement and the other provisions of this Agreement shall apply
  in all events and circumstances. Without limiting the generality of the foregoing,
  the rights and priority of each of the Harvest Lenders and the subordination
  of the Subordinated Obligations shall not be affected by: 

	 	(a) 	 the time, sequence or order of creating, granting, executing,
        delivering of, filing or registering or failing to file or register any
        notice or instrument in respect of the Harvest Lender Documents or the
        Subordinated Documents;

	 	 	 
	 	(b) 	 the date or the order of the creation of the Harvest
        Lender Obligations or the Subordinated Obligations;

	 	 	 
	 	(c) 	 the time or order of any advance, giving of notice or
        the making of any demand under the Harvest Lender Documents, the Harvest
        Lender Obligations, the Subordinated Documents or the Subordinated Obligations;

	 	 	 
	 	(d) 	 the taking of any collection, enforcement or realization
        Proceedings by the Agent or any of the Harvest Lenders or the Subordinated
        Harvest Party;

	 	 	 
	 	(e) 	 any voluntary or involuntary winding-up, dissolution,
        insolvency, receivership, bankruptcy, liquidation, reorganization, arrangement,
        composition or any other process or Proceeding having similar effect,
        involving or affecting any of the Harvest Parties or their property, any
        judgment or order against any of the Harvest Parties or the date of any
        of the foregoing;

	 	 	 
	 	(f) 	 the giving or failure to give any notice, or the order
        of giving notice, to any of the Harvest Parties;

	 	 	 
	 	(g) 	 the failure to exercise any power or remedy reserved
        to any of the Harvest Lenders under the Harvest Lender Documents or to
        insist upon strict compliance with any of the terms thereof;








- 5 - 

	 	(h) 	 the failure by any of the Harvest Parties to comply
        with any restrictions on borrowing or guaranteeing the obligations of
        others set forth in any Subordinated Document, or any other agreement
        or document, regardless of any knowledge thereof which the Agent or any
        of the Harvest Lenders may have or be deemed to have or with which the
        Agent or any of the Harvest Lenders may be charged; and

	 	 	 
	 	(i) 	 any other reason including, without limitation, any
        priority granted to the Subordinated Harvest Party, the Subordinated Documents
        or the Subordinated Obligations by any applicable principle of Law or
        equity.



2.3      
  No Further Payments 

            If
  an Acceleration Event has occurred and is continuing, no Harvest Party will
  make any further payments to the Subordinated Harvest Party in respect of any
  of the Subordinated Obligations until the earlier of: (a) such Acceleration
  Event has been fully remedied, or (b) all of the Harvest Lender Obligations
  have been fully and finally paid, satisfied, performed and discharged. 

2.4      
  Subordinated Proceeds 

	 	(a) 	 In addition to any other rights and remedies available
        to the Harvest Lenders under this Agreement or any of the Harvest Lender
        Documents, any Harvest Lender may give a written notice (a "Default Notice")
        to the Subordinated Harvest Party that an Acceleration Event has occurred
        and is continuing and notwithstanding the provisions of any of the Subordinated
        Documents, the Subordinated Harvest Party shall, subject to applicable
        Laws relating to bankruptcy, insolvency or other Laws affecting creditors'
        rights generally, hold in trust for the Agent and the Harvest Lenders
        and immediately pay over to the Agent on behalf of the Harvest Lenders,
        all Subordinated Proceeds which it then holds or it receives or holds
        at any time after receipt of a Default Notice thereafter.

	 	 	 
	 	(b) 	 The Agent agrees that it shall hold any Subordinated
        Proceeds received by it under Section Error! Reference source not found.
        for the account of the Harvest Lenders and any other senior creditors
        with an entitlement to such monies ("Additional Creditors"). The Agent
        shall be entitled to pay any such Subordinated Proceeds to the Harvest
        Lenders and any Additional Creditors in accordance with all applicable
        priorities existing between the Harvest Lenders and any Additional Creditors.
        Upon full and final repayment of the Harvest Lender Obligations, the Agent
        may pay any Subordinated Proceeds in its possession to any Additional
        Creditors of which the Agent is aware; provided that, any Additional Creditor
        that receives such Subordinated Proceeds from the Agent shall provide
        its prior written agreement to deal with such Subordinated Proceeds in
        a manner substantially similar to the provisions of Sections 2.4(b) and
        2.4(c) hereof.








- 6 - 

	 	(c) 	 In the event (i) that the Harvest Lender Obligations
        are fully and finally repaid or (ii) of any disagreement between the Harvest
        Lenders and Additional Creditors resulting in adverse claims or demands
        with respect to any Subordinated Proceeds received by the Agent hereunder
        (or any portion thereof), the Agent may (but shall not be obliged to)
        deposit such Subordinated Proceeds or any portion thereof then in its
        possession with a court of competent jurisdiction in Calgary, Alberta
        and seek instruction or direction from a court of competent jurisdiction,
        which direction may include a request for an interpleader order, provided
        that the Agent shall provide written notice to the Harvest Parties and
        the Subordinated Lender prior to commencing any such action as may be
        required by the applicable rules of practice. Upon the Agent making such
        deposit, the Agent shall be discharged and released of any obligation
        with respect to any such Subordinated Proceeds.



2.5      
  Insolvency/Receivership 

            In
  the event of any Proceeding involving or affecting any Harvest Party or its
  property, or any marshalling of the assets and liabilities of any Harvest Party:


	 	(a) 	 the Harvest Lenders will be entitled to receive payment
        in full of the Harvest Lender Obligations before the Subordinated Harvest
        Party will be entitled to receive any payment upon the Subordinated Obligations
        or any distribution of any kind or character, whether in cash, securities
        or other property, that may be payable or deliverable in any such event
        in respect of the Subordinated Obligations;

	 	 	 
	 	(b) 	 any payment or distribution of any property of any of
        the Harvest Parties of any kind or character, whether in cash, securities
        or other property, to which the Subordinated Harvest Party would be entitled,
        except for the provisions of this Section 2.5, shall, subject to applicable
        Laws relating to bankruptcy, insolvency or other Laws affecting creditors'
        rights generally, be paid by the Person making such payment or distribution,
        whether a trustee in bankruptcy, a receiver, receiver and manager or liquidator,
        trustee or otherwise, directly to the Agent or the applicable Harvest
        Lender to the extent necessary to pay in full all Harvest Lender Obligations
        remaining unpaid after giving effect to any concurrent payment or distribution
        to the Agent on behalf of the Harvest Lenders; and

	 	 	 
	 	(c) 	 if, during the course of or in connection with any Proceeding,
        any payment or distribution of property of any of the Harvest Parties
        of any kind or character, whether in cash, securities or other property,
        is received by the Subordinated Harvest Party before all Harvest Lender
        Obligations are paid in full, such payment or distribution shall be held
        in trust by the Subordinated Harvest Party for the benefit of the Harvest
        Lenders and shall, subject to applicable Laws relating to bankruptcy,
        insolvency or other Laws affecting creditors' rights generally, be paid
        over to Agent on behalf of the Harvest Lenders for application to the
        payment of all Harvest Lender Obligations remaining unpaid until all Harvest
        Lender Obligations have been paid in full after giving effect to any concurrent
        payment or distribution to the Agent on behalf of the Harvest Lenders.








- 7 - 

2.6       Dealings
  with the Harvest Parties 

            The
  Agent and the Harvest Lenders shall be entitled to deal with the Harvest Parties,
  the Harvest Lender Documents and the Harvest Lender Obligations as the Harvest
  Lenders may see fit without in any manner affecting the subordination of the
  Subordinated Obligations to the Harvest Lender Obligations, and in particular,
  without limiting the generality of the foregoing, the Harvest Lenders may from
  time to time: 

	 	(a) 	 grant time, renewals, extensions, releases, discharges
        or other indulgences or forbearances to any of the Harvest Parties;

	 	 	 
	 	(b) 	 waive timely and strict compliance with or refrain from
        exercising any rights under the Harvest Lender Documents or the Harvest
        Lender Obligations; and

	 	 	 
	 	(c) 	 take and give up Security Interests in the property
        of any of the Harvest Parties and release, amend, extend, supplement,
        restate, substitute or replace any of the Harvest Lender Documents or
        the Harvest Lender Obligations in whole or in part.



2.7       No
  Enforcement by Subordinated Harvest Party 

            The
  Subordinated Harvest Party shall not enforce any right or remedy against any
  of the Harvest Parties by reason of a default by any Harvest Party under the
  Subordinated Documents without the prior written consent of the Agent (at its
  sole discretion, while an Acceleration Event has occurred and is continuing,
  or acting reasonably, at any other time). 

ARTICLE 3 

  PROTECTION OF HARVEST LENDERS 

3.1      Defects
  in Creation of Harvest Lender Obligations 

            Neither
  the Agent nor any other Harvest Lender shall be concerned to see or inquire
  into the capacity and powers of any Harvest Party or its directors, officers,
  employees or agents acting or purporting to act on its behalf. All obligations,
  liabilities and indebtedness purporting to be incurred by Harvest Parties in
  favour of the Harvest Lenders shall be deemed to form part of the Harvest Lender
  Obligations even though any Harvest Party may not be a legal entity or the incurring
  of such obligations, liabilities or indebtedness was irregularly, fraudulently,
  defectively or informally effected or in excess of the capacity or powers of
  any Harvest Party or its directors, officers, employees or agents and notwithstanding
  that the Harvest Lenders have specific notice of the capacity and powers of
  any Harvest Party or its directors, officers, employees or agents. 

3.2      
  Liability Absolute 

            The
  subordination in this Agreement shall be a continuing subordination and the
  liability of the Subordinated Harvest Party hereunder shall be absolute, unconditional
  and irrevocable and shall not be discharged, diminished or in any way affected
  by: 




- 8 - 

	 	(a) 	 any extension, other indulgence, renewal, settlement,
        discharge, compromise, waiver, subordination or release in respect of
        any Harvest Lender Obligation, security, Person or otherwise;

	 	 	 
	 	(b) 	 any amalgamation, merger, consolidation or reorganization
        of any Harvest Party, the Subordinated Harvest Party or any continuation
        of any Harvest Party or the Subordinated Harvest Party from the Laws under
        which it now or hereafter exists to other Laws whether under the Laws
        of the same jurisdiction or another jurisdiction;

	 	 	 
	 	(c) 	 any change in the name, business, objects, capital structure,
        ownership, constating documents, by-laws, declarations of trust, partnership
        agreements or resolutions, as applicable, of any Harvest Party or the
        Subordinated Harvest Party, as the case may be, including without limitation
        any transaction (whether by way of transfer, sale or otherwise) whereby
        all or any part of the undertaking, property and assets of any Harvest
        Party or the Subordinated Harvest Party becomes the property of any other
        Person;

	 	 	 
	 	(d) 	 any lack of validity, enforceability or value of any
        Harvest Lender Document or any other agreement or instrument relating
        thereto or to any Security Interest therefor;

	 	 	 
	 	(e) 	 any change in the time, manner or place of payment of,
        or in any other term of any Harvest Lender Document or any amendment or
        waiver thereof, or any consent to departure from any Harvest Lender Document;

	 	 	 
	 	(f) 	 any taking, exchange, release or non-perfection of any
        Security Interest, or any release or amendment or waiver of or consent
        to departure from any other guarantee for any Harvest Lender Document;

	 	 	 
	 	(g) 	 any manner of application of any Security Interest or
        proceeds of realization thereof, or any manner of sale or other disposition
        of any collateral or any other assets of any Harvest Party or the Subordinated
        Harvest Party;

	 	 	 
	 	(h) 	 the bankruptcy, insolvency, liquidation or dissolution
        of any Harvest Party, the Subordinated Harvest Party or any other Person
        and the occurrence of any other proceeding as a result of such bankruptcy
        or insolvency;

	 	 	 
	 	(i) 	 any amendment or modification of or supplement to or
        other change in any Harvest Lender Document;

	 	 	 
	 	(j) 	 any failure, omission or delay on the part of any Person
        to conform or comply with any term of any Harvest Lender Document;

	 	 	 
	 	(k) 	 to the extent as may be waived under applicable Law,
        the benefit of all principles or provisions of Law, statutory or otherwise,
        which may be in conflict with the terms hereof; or








- 9 - 

	 	(l) 	 any other circumstance which might otherwise constitute
        in whole or in part a defence available to, or a discharge of any Harvest
        Party, the Subordinated Harvest Party, or any other Person in respect
        of the Harvest Lender Obligations, the Subordinated Obligations or the
        other obligations of the Subordinated Harvest Party hereunder.



            Without
  limiting the generality of the foregoing, the Subordinated Harvest Party agrees
  that repeated and successive demands may be made and recoveries and judgements
  may be had hereunder as and when, from time to time, any Harvest Party shall
  default under or fail to comply with the terms of any Harvest Lender Document
  and that notwithstanding the recovery or judgement hereunder for or in respect
  of any given default or failure to so comply by any Harvest Party under such
  Harvest Lender Document, this Agreement shall remain in force and effect and
  shall apply to each and every subsequent default. If (i) an Acceleration Event
  shall at any time have occurred and be continuing, and (ii) the exercise of
  any right or remedy, or any consequences thereof, provided in any Harvest Lender
  Document, as the case may be, shall at any time be prevented by reason of the
  pendency against any Harvest Party of a Proceeding, the Subordinated Harvest
  Party agrees that, solely for purposes of this Agreement and its obligations
  hereunder, such Harvest Lender Document shall be deemed to have been declared
  in default and all amounts thereunder shall be deemed to be due and payable,
  with all the attendant consequences as provided in the such agreement as if
  declaration of an Acceleration Event and the consequence thereof had been accomplished
  in accordance with the terms thereof. 

3.3       No
  Merger 

            The
  Subordinated Harvest Party covenants and agrees with the Harvest Lenders that,
  in the case of any Proceeding to enforce the rights and remedies of the Harvest
  Lenders hereunder (or any part hereof), judgment may be rendered against the
  Subordinated Harvest Party in favour of the Harvest Lenders (or any of them)
  for any amount owing under this Agreement (or for which the Subordinated Harvest
  Party may be liable hereunder after the application to the payment thereof of
  the proceeds of any sale of any of the property of the Subordinated Harvest
  Party) and such judgment shall not create a merger with any other right or amount
  owing to the Harvest Lenders under this Agreement or under any Harvest Lender
  Document. 

3.4       Dealings
  by the Harvest Lenders 

            The
  Harvest Lenders may from time to time in their absolute discretion, without
  discharging, diminishing or in any way affecting the liability of the Subordinated
  Harvest Party hereunder: 

	 	(a) 	 permit any increase or decrease, however significant,
        of the Harvest Lender Obligations or supplement, amend, restate or substitute,
        in whole or in part, however significant, the Harvest Lender Obligations,
        any Harvest Lender Document or any other agreement relating to any of
        the foregoing or, in whole or in part, or demand payment of all or any
        Harvest Lender Obligations;








- 10 - 

	 	(b) 	 enforce or take action under or abstain from enforcing
        or taking action under any Harvest Lender Document or any other Guarantee
        of the Harvest Lender Obligations;

	 	 	 
	 	(c) 	 receive, give up, subordinate, release or discharge
        any Security Interest; supplement, amend, restate, substitute, renew,
        abstain from renewing, perfect or abstain from perfecting or maintaining
        the perfection of any Security Interest; enforce, take action under or
        realize in any manner or abstain from enforcing, taking action under or
        realizing any Security Interest; deal with or abstain from dealing with
        all or any part of the undertaking, property and assets subject to any
        Security Interest; or allow or abstain from allowing any Harvest Party
        or other Persons to deal with all or any part of such undertaking, property
        and assets;

	 	 	 
	 	(d) 	 renew all or any part of the Harvest Lender Obligations
        or grant extensions of time or any other indulgences to any Harvest Party,
        the Subordinated Harvest Party or other Person liable directly or indirectly
        for all or any part of the Harvest Lender Obligations;

	 	 	 
	 	(e) 	 accept or make any compositions or arrangements with
        or release, discharge or otherwise deal with or abstain from dealing with
        any Harvest Party, the Subordinated Harvest Party or other Person liable
        directly or indirectly for all or any part of the Harvest Lender Obligations;

	 	 	 
	 	(f) 	 in whole or in part prove or abstain from proving any
        claim of the Agent or any Harvest Lender in any Proceedings of or affecting
        any Harvest Party or any other Person; and

	 	 	 
	 	(g) 	 agree with any Harvest Party, the Subordinated Harvest
        Party or any other Person to do anything described in paragraphs (a) to
        (f) above;



whether or not any of the matters described in paragraphs (a)
  to (g) above occur alone or in connection with one or more other such matters.


            No
  loss of or in respect of any Security Interest for the Harvest Lender Obligations
  or any part thereof, whether occasioned through the fault of the Agent or any
  Harvest Lenders or otherwise, shall discharge, diminish or in any way affect
  the liability of the Subordinated Harvest Party hereunder. Neither the Agent
  nor any other Harvest Lender nor any of their respective directors, officers,
  employees or agents or any receiver or receiver-manager appointed by any of
  them or by a court shall have any liability, whether in tort, contract or otherwise,
  for any neglect or any act taken or omitted to be taken by them in connection
  with the Harvest Lender Obligations or any part thereof or any Security Interest
  for the Harvest Lender Obligations or any part thereof including without limitation
  any of the matters described above in this Section 3.4, except in each case
  and with respect to a particular Party, such Party's gross negligence or wilful
  misconduct. 




- 11 - 

3.5       Waiver of
  Notice 

            To
  the extent permitted by applicable Law, the Subordinated Harvest Party expressly
  waives any right to receive notice of the existence or creation of all or any
  of the Harvest Lender Obligations and presentment, demand, notice of dishonour,
  protest, notice of any of the events or circumstances described in Sections
  3.1, 3.2, 3.3 and 3.4 and all other notices whatsoever in respect of the Harvest
  Lender Obligations. The Subordinated Harvest Party hereby acknowledges receipt
  of copies of the Harvest Lender Documents in existence as of the date hereof
  and of all the provisions therein contained and consents to and approves the
  same. 

ARTICLE 4 

  MISCELLANEOUS 

4.1       Expenses
  

            The
  Subordinated Harvest Party shall pay on demand all reasonable out of pocket
  costs and expenses of the Harvest Lenders (including, without limitation, the
  fees and expenses of counsel for the Harvest Lenders on a solicitor and his
  own client full indemnity basis) incurred in connection with any enforcement
  of this Agreement. 

4.2       No Prejudice
  

            Neither
  the Agent nor any other Harvest Lender shall be prejudiced in their rights and
  remedies hereunder by any act or failure to act of any Harvest Party or the
  Subordinated Harvest Party or any failure by any Harvest Party, or the Subordinated
  Harvest Party to comply with any agreement or obligation, regardless of any
  knowledge thereof which any Harvest Lender may have or be deemed to have or
  with which any Harvest Lender may be charged. 

4.3       No Set-off
  by Subordinated Harvest Party 

            All
  amounts payable by the Subordinated Harvest Party under this Agreement shall
  be paid without set-off or counterclaim and without any deduction or withholding
  whatsoever. 

4.4       No Challenge
  

            The
  Subordinated Harvest Party shall not at any time challenge, dispute or contest
  the validity or enforceability of the guarantee, subordination and postponement
  provided for herein or take any action that could diminish, impair or prejudice
  the guarantee, subordination and postponement contemplated hereby. 

4.5       No Assignment
  or Encumbering 

            The
  Subordinated Harvest Party will not sell, transfer, assign, negotiate, mortgage,
  charge, grant a Security Interest in or otherwise encumber or dispose of in
  any manner whatsoever its interest in the Subordinated Documents or the Subordinated
  Obligations, or any part thereof to any Person, unless such Person shall have
  first become bound by the obligations of the Subordinated Harvest Party set
  out in this Agreement. 




- 12 - 

4.6       No
  Waiver 

            No
  delay on the part of any Harvest Lender in the exercise of any right, power
  or remedy hereunder or otherwise shall operate as a waiver thereof, and no single
  or partial exercise by any Harvest Lender of any right, power or remedy shall
  preclude other or further exercise thereof or the exercise of any other right,
  power or remedy. No action of any Harvest Lender permitted hereunder shall in
  any way impair or affect its rights, powers or remedies under this Agreement.


4.7       Additional
  Security 

            This
  Agreement shall be in addition to, and shall not be in any way prejudiced by
  nor shall this Agreement prejudice any Security Interest or Guarantee now or
  hereafter held by any Harvest Lender and the rights of the Harvest Lenders under
  this Agreement shall not be merged in any such Security Interest or Guarantee.


4.8       Assignment
  

            The
  Subordinated Harvest Party shall not assign any of its obligations with respect
  to this Agreement without the prior written consent of the Harvest Lenders except
  to the extent permitted under the Harvest Lender Documents. 

4.9       Notices
  

            Any
  demand, notice or other communication required or permitted to be given hereunder
  shall be given in accordance with the notice provisions of the Credit Agreement
  shall be in writing and shall be given by hand-delivery and shall be deemed
  to have been received at the time it is delivered to the individual designated
  below as the person to whose attention demands, notices and other communications
  are to be given or to the addressee at the applicable address noted below to
  the attention of the individual designated below. Notice of change of address
  shall also be governed by this Section. Demands, notices and other communications
  shall be addressed as follows: 

	 	(a) 	 to the Agent:

	 	 	 
	 		 Bank of America, N.A., CANADA BRANCH, as Agent 

        c/o Bank of America, N.A.

	 		 Agency Management 

        Mail Code: TX1-492-14-11 

        901 Main Street, 14th Floor 

        Dallas, Texas 75202

	 	 	 
	 		 Phone: (214) 209-3712 

        Facsimile: (877) 206-8415 

        Attention: Angelo Martorana

	 		 Email: angelo.m.martorana@baml.com








- 13 - 

	 		 With a copy to:

	 	 	 
			Bank of America, N.A., CANADA BRANCH 
			181 Bay Street 
	 		Toronto, Ontario Canada M5J 2V8
	 	 	 
	 		Phone: (416) 369-2574 

      Facsimile: (416) 369-7647 

      Attention: Medina Sales de Andrade 

      Email: medina.sales_de_andrade@baml.com
	 	 	 
	 	(b) 	to the Subordinated Harvest Party:
	 	 	 
			2100 Calgary Place 
			330 – 5th Avenue S.W. 
	 		Calgary, Alberta 

      T2P 0L4
	 	 	 
			Telecopier:             
      (403) 266-1438 
	 		Attention:               
      Vice President, Finance and Chief Financial Officer


4.10    Successors and Assigns
  

            This
  Agreement shall be binding upon the Subordinated Harvest Party and its successors
  and permitted assigns and enure to the benefit of the Harvest Lenders and their
  respective successors and permitted assigns. 

4.11    Copy Received
  

            The
  Subordinated Harvest Party acknowledges receipt of a copy of this Agreement.


4.12    Time of the Essence
  

           
  Time is and shall remain of the essence. 

4.13    Further Assurances
  

            Each
  Harvest Party shall, at the reasonable request of the Agent, and at the expense
  of the Borrower, execute such additional documents and instruments, and do such
  further acts or things as may be reasonably necessary to give full force and
  effect to the intent of this Agreement. 




- 14 - 

4.14   Limitation on Liability 

            [In
  the case of the Subordination Agreement for each of the Subsidiary Trusts only]
  [The Parties acknowledge that the Trustee is entering into this Agreement solely
  in its capacity as Trustee on behalf of the Trust and the obligations of the
  Trust hereunder shall be binding upon the Trustee only in such capacity, and
  any recourse against the Trust or any holder of units of the Trust in any manner
  in respect of any indebtedness, obligation or liability of the Trust arising hereunder or arising in connection
  herewith or from the matters to which this Agreement relates, if any, including
  without limitation claims based on negligence or otherwise tortious behaviour,
  shall be limited to, and satisfied only out of, the Trust Fund (as defined in
  the Trust Indenture, as amended from time to time).] 




- 15 - 

          IN
  WITNESS WHEREOF the Subordinated Harvest Party has executed this Agreement
  as of the day and year first above written. 

[SUBORDINATED HARVEST PARTY] 

	 	By: 	 
	 	 	Name: 
	 	 	Title: 
	 	 	  
	 	By: 	 
	 	 	Name: 
	 	 	Title: 


BANK OF AMERICA, N.A., CANADA
  BRANCH, as Agent on behalf of the Harvest Lenders 

	 	By: 	 
	 	 	Name: 
	 	 	Title: 
	 	 	  
	 	By: 	 
	 	 	Name: 
	 	 	Title: 


Acknowledged and Agreed to this • day of •, 2013

[List Harvest Parties] 

	Per: 	 	 
	 	Name: 	 
	 	Title: 	 
	 	  	 
	Per: 	 	 
	 	Name: 	 
	 	Title: 	 







SCHEDULE I 

  TO THE HARVEST OPERATIONS CORP.

  CREDIT AGREEMENT 

  DATED MARCH 14, 2013 

 

[INTENTIONALLY DELETED] 






SCHEDULE J 

  TO THE HARVEST OPERATIONS CORP.

  CREDIT AGREEMENT 

  DATED MARCH 14, 2013 

DISCLOSURE REGARDING BORROWER AND ITS SUBSIDIARIES 


  	

        

        Legal Name 	 	

        Governing 

        Jurisdiction 	

        Nature of 

        Entity 	Shareholder/ 

        Unitholder/ 

        Beneficiaries 	 	

        

        Trustee 
	  	 	  	  	 	 	  
	Borrower: 	 	  	  	 	 	  
	  	 	  	  	 	 	  
	Harvest Operations Corp. 	 	Alberta 	Corporation 	100% owned by KNOC Korea 	 	N/A 
	  	 	  	  	 	 	  
	Restricted Subsidiaries: 	 	  	  	 	 	  
	  	 	  	  	 	 	  
	Harvest Breeze Trust No. 1 	 	Alberta 	Trust 	100% owned by the Borrower 	 	1496965 Alberta Ltd. 
	  	 	  	  	 	 	  
	Harvest Breeze Trust No. 2 	 	Alberta 	Trust 	100% owned by the Borrower 	 	1496965 Alberta Ltd. 
	  	 	  	  	 	 	  
	Breeze Resources Partnership 	 	Alberta 	Partnership 	100% owned by Harvest Breeze
        Trust No. 1 and Harvest Breeze Trust No. 2 	 	N/A 
	  	 	  	  	 	 	  
	Hay River Partnership 	 	Alberta 	Partnership 	100% owned by Harvest Breeze
        Trust No. 1 and Harvest Breeze Trust No. 2 	 	N/A 
	  	 	  	  	 	 	  
	North Atlantic Refining Limited 	 	Newfoundland 	Corporation 	100% owned by the Borrower 	 	N/A 
	  	 	  	  	 	 	  
	1496965 Alberta Ltd. 	 	Alberta 	Corporation 	100% owned by the Borrower* 	 	N/A 
	  	 	  	  	 	 	  
	Non-Restricted Subsidiaries: 	 	  	  	 	 	  
	  	 	  	  	 	 	  
	1057533 Alberta Ltd. 	 	Alberta 	Corporation 	100% owned by the Borrower 	 	N/A 
	  	 	  	  	 	 	  
	Pathfinder Partnership 	 	Alberta 	Partnership 	57.5% owned by the Borrower 	 	N/A 
	  	 	  	  	 	 	  
	Canadian Maritime Agency Limited 	 	Newfoundland 	Corporation 	100% owned by NARL 	 	N/A 









- 2 - 


  	

        

        Legal Name 	 	

        Governing 

        Jurisdiction 	

        Nature of 

        Entity 	Shareholder/ 

        Unitholder/ 

        Beneficiaries 	 	

        

        Trustee 
	  	 	  	  	 	 	  
	Harvest Operations (USA), Inc. 	 	Delaware 	Corporation 	100% owned by the Borrower 	 	N/A 
	  	 	  	  	 	 	  
	Viking Management Ltd. 	 	Alberta 	Corporation 	100% owned by the Borrower 	 	N/A 
	  	 	  	  	 	 	  
	62372 Newfoundland & Labrador Inc. 	 	Newfoundland 	Corporation 	100% owned by NARL 	 	N/A 
	  	 	  	  	 	 	  
	Orange Limited Partnership 	 	Newfoundland 	Partnership 	100% owned by NARL and 62372
        Newfoundland & Labrador Inc. 	 	N/A 
	  	 	  	  	 	 	  
	Thorburn Road Orangestore Limited 	 	Newfoundland 	Corporation 	100% owned by Orange Limited
        Partnership 	 	N/A 
	  	 	  	  	 	 	  
	Water Street Orangestore Limited 	 	Newfoundland 	Corporation 	100% owned by Orange Limited
        Partnership 	 	N/A 
	  	 	  	  	 	 	  
	Common Wealth Orange Limited 	 	Newfoundland 	Corporation 	100% owned by Orange Limited
        Partnership 	 	N/A 
	  	 	  	  	 	 	  
	Penneywell Orangestore Ltd. 	 	Newfoundland 	Corporation 	100% owned by Orange Limited
        Partnership 	 	N/A 
	  	 	  	  	 	 	  
	Manuels Orangestore Limited 	 	Newfoundland 	Corporation 	100% owned by Orange Limited
        Partnership 	 	N/A 
	  	 	  	  	 	 	  
	KNOC Trading Corp. 	 	Delaware 	Corporation 	100% owned by NARL 	 	N/A 
	  	 	  	  	 	 	  
	Torbay Road Orangestores Ltd Limited. 	 	Newfoundland 	Corporation 	100% owned by Orange Limited
        Partnership 	 	N/A 
	  	 	  	  	 	 	  
	Topsail Road Orangestore Limited 	 	Newfoundland 	Corporation 	100% owned by Orange Limited
        Partnership 	 	N/A 
	  	 	  	  	 	 	  
	Crossroads Orangestore Limited 	 	Newfoundland 	Corporation 	100% owned by Orange Limited
        Partnership 	 	N/A 
	  	 	  	  	 	 	  
	Cornerbrook Orangestore Limited 	 	Newfoundland 	Corporation 	100% owned by Orange Limited
        Partnership 	 	N/A 
	  	 	  	  	 	 	  
	Deer Lake Orangestore Limited 	 	Newfoundland 	Corporation 	100% owned by Orange Limited
        Partnership 	 	N/A 




Effective Date: March 14, 2013 




SCHEDULE K 

  TO THE HARVEST OPERATIONS CORP. 

  CREDIT AGREEMENT 

DATED MARCH 14, 2013

FORM OF DESIGNATION OF RESTRICTED SUBSIDIARIES 

	TO: 	Bank of America, N.A., CANADA BRANCH, as Agent
      for the Lenders under the Credit Facility 
	  	  
	AND TO: 	Harvest Operations Corp. 
	  	  
	RE: 	Credit
      Agreement dated as of March 14, 2013 between Harvest Operations Corp., as
      borrower (the "Borrower"), Bank of America, N.A., CANADA BRANCH,
      as agent (the "Agent") and those financial institutions which are
      or hereafter become lenders thereunder (collectively, the "Lenders")
      (as amended, restated, supplemented or otherwise modified from time to time,
      the "Credit Agreement") 




	1. 	 Capitalized terms in this Certificate shall have the
        meanings set out in the Credit Agreement.

	 	 
	2. 	
      [Pursuant to Section 15.1(a) of the Credit Agreement, the
        Borrower hereby designates [Name of Subsidiary] as a Restricted Subsidiary
        under and for the purposes of the Credit Agreement and the other Documents.

      


-or- 

		 Pursuant to Section 15.1(a) of the Credit Agreement,
        the Borrower hereby designates [Name of Subsidiary] (currently a Restricted
        Subsidiary) as a Non- Restricted Subsidiary under and for the purposes
        of the Credit Agreement and the other Documents.]

	 	 
	3. 	 No Default or an Event of Default has occurred and is
        continuing unless the exercise of the Borrower's discretion under paragraph
        2 above would cause such Default or Event of Default to be cured and no
        Default or an Event of Default would result from or exist immediately
        after such a designation.

	 	 
	4. 	 The Borrower is entitled pursuant to the terms of the
        Credit Agreement to make the designation referenced in this Certificate.

	 	 
	5. 	 The Restricted Subsidiaries under and for the purposes
        of the Credit Agreement and the Documents as of the date hereof are as
        set forth in Exhibit A to this Certificate.








- 2 - 

DATED this _____ day of ___________________,
  2013, at Calgary, Alberta. 

HARVEST OPERATIONS CORP. 

 

	 	By:	 
	 	 	Name: 
	 	 	Title: 
	 	 	  
	 	By:	 
	 	 	Name: 
	 	 	Title: 







EXHIBIT A 

TO DESIGNATION OF RESTRICTED SUBSIDIARIES 

Restricted Subsidiary(ies) 

[•] 

Non-Restricted Subsidiary(ies) 

[•] 




SCHEDULE L 

[INTENTIONALLY DELETED] 




SCHEDULE M 

  TO THE HARVEST OPERATIONS CORP.

  CREDIT AGREEMENT 

  DATED MARCH 14, 2013 

FORM OF ASSIGNMENT AGREEMENT 

          
     THIS ASSIGNMENT AGREEMENT dated as of • between
  [Name of Assignor] as assignor (the "Assignor"), [Name of Assignee]
  as assignee (the "Assignee"), Harvest Operations Corp. as borrower (the
  "Borrower") and Bank of America, N.A., CANADA BRANCH in its capacity as
  administrative agent (the "Agent"). 

PREAMBLE: 

	A. 	 The Borrower, the Lenders and the Agent are parties
        to a credit agreement dated as of March 14, 2013 (such credit agreement
        as amended to the date of this Assignment Agreement and as such credit
        agreement may be further amended, restated, supplemented or otherwise
        modified from time to time being referred to herein as the "Credit
        Agreement").

	 	 
	B. 	 On the Effective Date, the Assignor may have made its
        Rateable Portion of Advances under the Credit Facility to the Borrower
        (the Assignor's Rateable Portion of the aggregate amount of such Borrowings
        outstanding under the Credit Facility on the Effective Date being referred
        to in this Assignment Agreement as the "Outstanding Borrowings").

	 	 
	C.	 The Assignor desires to assign and transfer [all
        / a certain portion] of its Individual Commitment Amount under the
        Credit Facility and Outstanding Borrowings referred to above to the Assignee
        and the Assignee wishes to acquire such portion of the Assignor's Individual
        Commitment Amount under the Credit Facility and Outstanding Borrowings
        from the Assignor.

	 	 
	D. 	 Capitalized terms used in this Assignment Agreement
        shall, unless otherwise defined in this Assignment Agreement, have the
        meanings specified thereto in the Credit Agreement.



AGREEMENT: 

              THIS
  ASSIGNMENT AGREEMENT WITNESSES THAT, in consideration of the foregoing and
  other good and valuable consideration, the receipt and sufficiency of which
  are acknowledged by the parties hereto, the parties hereto agree as follows:


	1. 	 Transfer and Assignment. Pursuant to Section
        20.2 of the Credit Agreement and subject to the terms and conditions set
        forth in this Assignment Agreement, the Assignee assumes the obligations
        of the Assignor in respect of the Assignor's Individual Commitment Amount
        under the Credit Facility to the extent of undivided U.S. [$•••]
        portion of such Individual Commitment Amount (the "Assigned Commitment"), effective on the Effective Date, and the Assignor
        transfers and assigns without recourse and without representation and
        warranty except as expressly provided herein, to the Assignee, effective
        on the Effective Date, an undivided share of the rights of the Assignor
        as a Credit Lender under the Credit Agreement to the extent of the Assigned
        Commitment, including, without limitation, a share (the "Pro Rata Share")
        of the rights of the Assignor with respect to all Outstanding Borrowings
        equal to the proportion that the amount of the Assigned Commitment bears
        to U.S. $[•] (being the amount of the Individual Commitment Amount
        of the Assignor under the Credit Facility on the Effective Date prior
        to the assignment and transfer under this Assignment Agreement). Each
    of the Borrower and the Agent hereby consent to such transfer and assignment.








- 2 - 

	2. 	 Effective Date and Funding Amount.
        When used in this Assignment Agreement, the term "Effective Date"
        means the date on which all of the following conditions have been met,
        namely:

	 	 	 
		(a) 	 this Assignment Agreement has been duly executed and
        delivered by the Assignee, the Assignor, the Borrower and the Agent;

	 	 	 
		(b) 	 at least five (5) Business Days have elapsed since the
        Assignor and the Assignee have delivered to the Agent this Assignment
        Agreement and all other confirmations, assurances and documents reasonably
        requested by the Agent;

	 	 	 
		(c) 	 the Assignee or the Assignor has paid any fee required
        to be paid to the Agent in accordance with Section 20.2 of the Credit
        Agreement or otherwise with respect to the assignment and transfer effected
        by this Assignment Agreement; and

	 	 	 
		(d) 	 the Agent has recorded the assignment and transfer
        effected by this Administration Agreement in its records.

	 	 	 
		 The Assignor and the Assignee have agreed
        to a purchase price to be paid by the Assignee to the Assignor for the
        Assigned Commitment (which agreed to purchase price is referred to in
        this Assignment Agreement as the "Funding Amount"), which Funding
        Amount shall be paid by the Assignee to the Assignor on the Effective
        Date, as a condition of the transfer and assignment of the Assigned Commitment
        contemplated in this Assignment Agreement.

	 	 	 
	3. 	 Undertakings of Assignee: With
        effect as of and from the Effective Date, the Assignee:

	 	 	 
		(a) 	 undertakes to assume and be fully liable for the Assigned
        Commitment;

	 	 	 
		(b) 	 undertakes, to the extent of the Assigned Commitment,
        to observe and perform all the covenants, obligations and indemnities
        on the part of the Lenders under the Credit Agreement and the other Documents
        and to be bound by all of the covenants, stipulations, obligations, undertakings,
        indemnities and provisions contained in, or delivered in connection with,
        the Credit Agreement and the other Document as are expressed to be binding
        on such Lenders; and








- 3 - 

	 	(c) 	 appoints and authorized the Agent to take such action
        on its behalf, and to exercise such powers under the Documents, as are
        delegated to the Agent by the terms thereof,





		 all to the same extent and effect as if the
        Assignee had executed and delivered the Credit Agreement as an original
        party thereto with an Individual Commitment Amount under the Credit Facility
        that included the Assigned Commitment.

	 	 	 
	4. 	 Certain Outstanding Borrowings

	 	 	 
		(a) 	 The Assignee acknowledges that the Outstanding Borrowings
        may also include LIBOR Based Loans having LIBOR Periods (the "Existing
        LIBOR Periods") in existence on the Effective Date which end after
        the Effective Date (all of such Outstanding Borrowings from the Assignor
        being referred to in this Assignment Agreement as the "Outstanding
        LIBOR Based Loans"). The Assignee shall indemnify and hold harmless
        the Assignor, in the proportion equal to its Rateable Portion under the
        Credit Facility, in respect of the failure of the Borrower to repay any
        Outstanding LIBOR Based Loan at the end of the existing LIBOR Period applicable
        thereto or to pay any portion of interest or other amount which accrue
        after the Effective Date in respect of the Outstanding LIBOR Based Loans
        when due in accordance with the Credit Agreement.

	 	 	 
		(b) 	 From time to time, as the Outstanding Borrowings are
        repaid and reborrowed or rolled over resulting in new or renewed (or in
        the case of the Outstanding LIBOR Based Loans, as the Existing LIBOR Periods
        relative thereto expire and such LIBOR Based Loans are repaid or new LIBOR
        Periods with respect thereto are selected) Advances being made to the
        Borrower, the Assignee shall participate in such new or renewed Advances
        to the full extent of the Assigned Commitment in its capacity as a Credit
        Lender.

	 	 	 
	5. 	 Entitlement to Certain Fees, Interest
        and Other Amounts under the Credit Agreement.
        Notwithstanding any provision of the Credit Agreement or this Assignment
        Agreement:

	 	 	 
		(a) 	 the Assignee shall have no right, title or interest
        in or to any portion of the agency fees referred to in Section 3.5 of
        the Credit Agreement;

	 	 	 
		(b) 	 the Assignee shall be entitled to that proportion of
        the interest accruing after those Outstanding LIBOR Based Loans from the
        Assignor from and after the Effective Date to the end of the Existing
        LIBOR Period relative thereto equal to its Rateable Portion; and

	 	 	 
		(c) 	 [for the purpose of calculating the Standby Fee payable
        by the Borrower pursuant to Section 3.4 of the Credit Agreement and with
        respect to allocation thereof as between the Assignor and the Assignee,
        a Rateable Portion of all Outstanding LIBOR Based Loans, in each case
        under the Credit Facility, shall be deemed to have been accepted on and
        after the Effective Date by the Assignee instead of the Assignor.]








- 4 - 

	6. 	 Representations and Warranties of Assignor.
        The Assignor represents and warrants as follows:

	 	 	 
		(a) 	 the Assignor has all necessary power and authority to
        enter into this Assignment Agreement and to perform its obligations under
        this Assignment Agreement;

	 	 	 
		(b) 	 this Assignment Agreement has been duly authorized by
        all necessary action on the part of the Assignor and this Assignment Agreement
        constitutes a legal, valid and binding obligation of the Assignor enforceable
        in accordance with its terms;

	 	 	 
		(c) 	 all governmental or regulatory consents, authorizations
        and approvals, if any, required for the due execution, delivery and performance
        by the Assignor of this Assignment Agreement have been obtained and remain
        in full force and effect, all conditions thereof having been duly compiled
        with and no action by, and no notice to or filing with, any Authorized
        Authority is required for such execution, delivery or performance which
        has not been taken or completed; and

	 	 	 
		(d) 	 the Assignor is the legal and beneficial owner of the
        interests assigned and has created no adverse interest therein.

	 	 	 
	7. 	 Representations and Warranties of Assignee.
        The Assignee represents and warrants as follows:

	 	 	 
		(a) 	 the Assignee has all necessary power and authority to
        enter into this Assignment Agreement and to perform its obligations under
        this Assignment Agreement and under the Assigned Commitment;

	 	 	 
		(b) 	 this Assignment Agreement has been duly authorized by
        all necessary action on the part of the Assignee and this Assignment Agreement
        constitutes a legal, valid and binding obligation of the Assignee enforceable
        in accordance with its terms;

	 	 	 
		(c) 	 all governmental or regulatory consents, authorizations
        and approvals, if any, required for the due execution, delivery and performance
        by the Assignee of this Assignment Agreement and the Assigned Commitment
        have been obtained and remain in full force and effect, all conditions
        thereof having been duly compiled with and no action by, and no notice
        to or filing with, any Authorized Authority is required for such execution,
        delivery or performance which has not been taken or completed; and

	 	 	 
		(d) 	 the Assignee is not a non-resident of Canada for the
        purposes of the Income Tax Act (Canada).

	 	 	 
	8. 	 No Representations. Except as
        otherwise expressly provided in this Assignment Agreement, the Assignee
        confirms that this Assignment Agreement is entered into by it without
        any representations or warranties by the Assignor on any matter whatsoever
        including, without limitation, the effectiveness of the Credit Agreement
        or any other Document or any of the terms, representations, warranties,
        covenants and conditions in any such Document or the financial condition,
        creditworthiness, condition, affairs, status or nature of the Borrower or the performance of observance
        by the Borrower of its obligations under any of the Documents. The Assignee
        confirms that it has received a copy of the Documents and has relied solely
        on its own investigations and analysis in connection with all such matters
        and all other matters incidental to this Assignment Agreement and the
        transactions contemplated in the Documents and in this Assignment Agreement.
        The Assignee confirms that it has not in any way relied upon, and will
        not hereafter rely upon, the Assignor or the Agent in respect of any such
    matters.








- 5 - 

	9. 	 Loan Document. Each of the parties hereto
        acknowledges and agrees that the Assignment Agreement is a Document for
        purposes of the Credit Agreement.

	 	 
	10. 	 Costs and Expenses. Each of the Assignor
        and the Assignee shall be responsible for its own costs and expenses incurred
        in connection with the negotiation, preparation, execution and performance
        of this Assignment Agreement.

	 	 
	11. 	 Amendments and Waivers.
        Any amendment or modification or waiver of any right under any provision
        of this Assignment Agreement shall be in writing (in the case of an amendment
        or modification, signed by the parties) and any such waiver shall be effective
        only for the specific purpose for which given and for the specific time
        period, if any, contemplated in such waiver. No failure or delay by any
        party in exercising any right, power or privilege under this Assignment
        Agreement shall operate as a waiver of such right, power or privilege
        and any waiver of any breach of the provisions of this Assignment Agreement
        shall be without prejudice to any rights with respect to any other or
        further breach.

	 	 
	12. 	 Notices. All notices under
        this Assignment Agreement shall be given and received as provided in Section
        22.1 of the Credit Agreement provided that for the purpose of such section
        the address and facsimile number of the Assignee will be as follows:





	 	Name of Assignee: 	• 
	 	Address of Assignee: 	• 
	 	  	  
	 	Attention: 	• 
	 	Facsimile: 	• 




	13. 	 Further Assurances. The Assignee and the
        Assignor shall at all times hereafter execute and deliver, upon request,
        all such further documents and instruments, and shall do and perform all
        such acts, as may reasonably be necessary to give full effect to the intent
        and meaning of this Assignment Agreement.

	 	 
	14. 	 Survival of Representations, Warranties and Covenants.
        All agreements, representations, warranties, indemnities and covenants
        made by the Assignor or the Assignee in this Assignment Agreement or in
        any certificate or document delivered by or on behalf of the Assignor
        or the Assignee pursuant to the provisions of this Assignment Agreement
        shall be considered to have been relied upon by the recipient thereof
        notwithstanding any investigation made at any time by or on behalf of
        such recipient and shall survive the execution and delivery of this Assignment
    Agreement and continue in full force and effect without termination.








- 6 - 

	15. 	 Time of the Essence. Time shall be
        of the essence in the Assignment Agreement.

	 	 
	16. 	 Governing Law. This Assignment Agreement
        and all certificates and other documents delivered in connection with
        this Assignment Agreement shall be governed by and construed in accordance
        with the laws of the Province of Alberta and the laws of Canada applicable
        in such Province.

	 	 
	17. 	 Successors. This Assignment Agreement
        shall be binding upon the parties to this Assignment Agreement and their
        respective successors and permitted assigns.

	 	 
	18. 	 Counterparts and Facsimile. This Assignment
        Agreement may be executed in counterparts. Each executed counterpart shall
        be deemed to be an original and all counterparts taken together shall
        constitute one and the same Assignment Agreement. Delivery of an executed
        signature page to this Assignment Agreement by any party to this Assignment
        Agreement by facsimile transmission shall be as effective as delivery
        of a manually executed copy of this Assignment Agreement by such party.



              IN
  WITNESS OF WHICH each of the Assignor and the Assignee has duly executed
  this Assignment Agreement as of the date indicated on the first page of this
  Assignment Agreement. 

	[Name of Assignor] 	[Name of Assignee] 
	  	  
	By:          _____________________________________________	By:         
      _____________________________________________
	                Name:
    	                Name:
    
	                Title:
    	                Title:
    
	  	  
	By:          _____________________________________________	By:         
      _____________________________________________
	                Name:
    	                Name:
    
	                Title:
    	                Title:
    







- 7 - 

[Each of the Borrower and the Agent hereby acknowledge the
  above Assignment Agreement and consent to the Assignee becoming a Credit Lender
  under the Credit Agreement to the extent of the Assigned Commitment.] 

	HARVEST OPERATIONS CORP. 	BANK OF AMERICA, N.A., CANADA 
	  	BRANCH in its capacity as Agent 
	  	  
	  	  
	By:         
      _____________________________________________	By:         
      _____________________________________________
	                Name:
    	                Name:
    
	                Title:
      	                Title:
	  	  
	By:         
      _____________________________________________	By:         
      _____________________________________________
	                Name:
    	                Name:
    
	                Title:
    	                Title:
    







SCHEDULE N 

[INTENTIONALLY DELETED] 




SCHEDULE O 

[INTENTIONALLY DELETED]