(a)

a material change in GAAP;

(b)

the adoption by the Borrower of a material change in an accounting policy required or permitted by GAAP in order to more appropriately present events or transactions in its financial statements; and

(c)

the conversion by the Borrower from Canadian generally accepted accounting principles to U.S. generally accepted accounting principles or the conversion by the Borrower from U.S. generally accepted accounting principles to Canadian generally accepted accounting principles,

(a)

except for Bankers' Acceptances, the disbursement or credit of funds to, or to the credit of, the Borrower; or

(b)

in respect of Bankers' Acceptances, the acceptance by the Lenders of drafts issued under the Agreement by the Borrower or a BA Equivalent Advance, as applicable,

(a)

issued by the Government of Canada or the United States of America or an instrumentality or agency thereof and guaranteed fully as to principal, premium, if any, and interest by the Government of Canada or the United States of America;

(b)

issued by a province of Canada or a state of the United States of America, or an instrumentality or agency thereof, which has a long term debt rating of at least A by S&P, A2 by Moody's, or A by DBRS; or

(c)

term deposits, guaranteed investment certificates, certificates of deposit, bankers' acceptances or bearer deposit notes, in each case, of any Canadian chartered bank or other Canadian financial institution or any bank or other financial institution incorporated under the laws of the United States of America or any state thereof which has a long term debt rating of at least A+ by S&P, A1 by Moody's, or A (high) by DBRS.

(a)

cash in Canadian Dollars or U.S. Dollars (and excluding, for certainty, any such cash which is held in or under any escrow arrangements pursuant to this Agreement or otherwise) maintained by the Loan Parties on deposit in accounts located in Canada or the United States; plus

(b)

Approved Securities (and excluding, for certainty, any Approved Securities which are held in or under any escrow arrangements pursuant to this Agreement or otherwise) maintained by the Loan Parties on deposit in accounts located in Canada or the United States

(a)

Adjusted Daily Simple SOFR; or

(b)

the sum of: (i) the alternate benchmark rate that has been selected by the Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for U.S. Dollar-denominated syndicated credit facilities at such time and (ii) the related Benchmark Replacement Adjustment,

(a)

in the case of clause (a) or (b) of the definition of "Benchmark Transition Event," the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b)

in the case of clause (c) of the definition of "Benchmark Transition Event," the first date on which all Available Tenors of such Benchmark (or the published component used in the calculation thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

(a)

a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b)

a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c)

a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation

(a)

plus, to the extent deducted in the determination of such net income, the sum of:

(i)

depletion, amortization, accretion and depreciation (excluding any depreciation, depletion or amortization expense attributable to leases which are excluded from the determination of Consolidated Senior Debt and Consolidated Senior Net Debt);

(ii)

interest expense (excluding any interest expense attributable to leases which are excluded from the determination of Consolidated Senior Debt and Consolidated Senior Net Debt);

(iii)

the all-in costs of funds of any accounts receivable securitization program;

(iv)

all provisions for any taxes;

(v)

all non-cash amounts;

(vi)

any losses resulting from extraordinary or nonrecurring items; and

(vii)

net losses attributable to minority interests; and

(b)

minus, to the extent added in the determination of such net income, the sum of:

(i)

all non-cash amounts;

(ii)

gains resulting from any extraordinary or nonrecurring items;

(iii)

all amounts attributable to any Non-Recourse Assets except to the extent distributed to any Enerplus Party free and clear of any claim from the lender of the associated Non-Recourse Debt; and

(iv)

net income attributable to minority interests.

(a)

the undrawn face value of letters of credit and letters of guarantee supporting obligations which would otherwise constitute Consolidated Senior Debt within the meaning of this definition or indemnities issued in connection therewith;

(b)

proceeds from any accounts receivable securitization program;

(c)

Purchase Money Obligations;

(d)

Capital Lease Obligations;

(e)

obligations in respect of Sale-Leasebacks;

(f)

obligations which would otherwise constitute Consolidated Senior Debt within the meaning of this definition secured by any Security Interest (whether or not a Permitted Encumbrance) existing on property owned, to the extent such obligations secured thereby have not been assumed; and

(g)

guarantees in respect of obligations of another Person included in the types of obligations described in (a) through (f) above,

(a)

the obligations under, pursuant or relating to such debentures or notes and the indenture or agreement governing such debentures or notes shall be unsecured obligations of the Borrower, and no Subsidiary thereof shall have provided a guarantee or any financial assistance in respect of any such obligations;

(b)

an initial final maturity or due date in respect of repayment of principal extending beyond the latest Maturity Date of any Lender under this Agreement in effect at the time such debentures or notes are created, incurred, assumed or guaranteed;

(c)

no scheduled or mandatory payment or repurchase of principal thereunder (other than acceleration following an event of default in regard thereto or payments which can be satisfied by the delivery of securities of the Borrower as contemplated in (f) below and other than on a change of control of the Borrower where a Change of Control also occurs by reason of the definition thereof in this Agreement) prior to the latest Maturity Date in effect at the time such debentures or notes are created, incurred, assumed or guaranteed;

(d)

upon and during the continuance of an Event of Default or acceleration of the time for repayment of any of the Indebtedness under this Agreement which has not been rescinded,

(i)

all amounts payable in respect of principal, premium (if any) or interest under such debentures or notes are subordinate and junior in right of payment to all such Indebtedness, and

(ii)

no enforcement steps or enforcement proceedings may be commenced in respect of such debentures or notes;

(e)

upon distribution of the assets of the Borrower on any dissolution, winding up, total liquidation or reorganization of the Borrower (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Borrower, or otherwise), all Indebtedness under this Agreement shall first be paid in full, or provisions made for such payment, before any payment is made on account of principal, premium (if any) or interest payable in regard to such debentures or notes;

(f)

the occurrence of a Default or Event of Default hereunder or the acceleration of the time for repayment of any of the Indebtedness under this Agreement or enforcement of the rights and remedies of the Agent and the Lenders hereunder or under any other Document shall not in and of themselves:

(i)

cause a default or event of default (with the passage of time or otherwise) under such debentures or notes or the indenture governing the same; or

(ii)

cause or permit the obligations under such debentures or notes to be due and payable prior to the stated maturity thereof;

(A)

indebtedness for borrowed money thereunder in excess of U.S. $15,000,000 (or the Equivalent Amount in any other currency) being accelerated; and

(B)

the holders of such indebtedness being entitled to commence, and such holders having commenced, the enforcement of the security they hold for such indebtedness (if any) or the exercise of any other creditors' remedies to collect such indebtedness,

(g)

except during an "event of default" under and as defined in such debentures or notes and the indenture or agreement governing same, payments of interest or principal due and payable under such debentures or notes can be satisfied, at the option of the Borrower, by delivering Voting Securities of the Borrower in accordance with the indenture or agreement governing such debentures or notes (whether such Voting Securities of the Borrower are received by the holders of such debentures or notes as payment or are sold by a trustee or representative under such indenture or agreement to provide cash for payment to holders of such debentures or notes).

(a)

that has failed to fund any payment or its portion of any Advances required to be made by it hereunder or to purchase any participation required to be purchased by it hereunder and under the other Documents where such failure is not remedied within one (1) Banking Day of the date such payment or purchase was required;

(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

(c)

that has failed, within three (3) Banking Days after written request by the Agent or the Borrower, to confirm in writing to the Agent and the Borrower that it will comply with the terms of this Agreement relating to its obligations to fund prospective Advances;

(d)

that has otherwise failed to pay over to the Borrower, 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;

(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;

(f)

that is generally in default of its obligations under other existing credit or loan documentation under which it has commitments to extend credit; or

(g)

that becomes the subject of a Bail-In Action.

(a)

for purposes of Section 10.2(e) where the Borrower has elected to make its own arrangements for the sale of Bankers' Acceptances in the market place, but, as part of the same issue, there are Bankers' Acceptances being purchased by a Lender for its own account or a BA Equivalent Advance is being made by a Non-BA Lender in conjunction therewith, the arithmetic average of the rates established for Lenders listed in Schedule I to the Bank Act (Canada) for the Bankers' Acceptances of such Lenders sold in the market as part of such issue of Bankers' Acceptances, plus 10 Basis Points; and

(b)

for purposes of Section 10.2(d), with respect to Bankers' Acceptances being accepted by a Lender on any date or a BA Equivalent Advance made by a Non-BA Lender pursuant to Section 10.4 made in conjunction therewith, (i) for a Lender that is listed in Schedule I to

(a)

the declaration or payment of any dividend or other distribution on or in respect of any shares in the capital of the Borrower or any Restricted Subsidiary which is not a wholly owned Restricted Subsidiary (including any return of capital);

(b)

the redemption, retraction, purchase, retirement or other acquisition, in whole or in part, of any shares in the capital of the Borrower or any Restricted Subsidiary which is not a wholly owned Restricted Subsidiary or any securities, instruments or contractual rights capable of being converted into, exchanged or exercised for shares in the capital thereof, including options, warrants, conversion or exchange privileges and similar rights, but excluding equity compensation plans for directors, officers and employees and related equity hedges;

(c)

the making of any loan or advance or any other provision of credit to any shareholder of the Borrower or any Restricted Subsidiary which is not a wholly owned Restricted Subsidiary;

(d)

the payment of any principal, interest, fees or other amounts on or in respect of any loans, advances or other debt for borrowed money owing at any time by the Borrower to any shareholder of the Borrower, Affiliates of the Borrower or shareholders of Affiliates of the Borrower, other than to a wholly owned Restricted Subsidiary; or

(ii)

the sale, transfer, lease or other disposition of any property or assets; or

(iii)

any granting or creation of any rights or interests, at any time,

(A)

payments made by the Borrower in the ordinary course of business to a shareholder of the Borrower in such shareholder's capacity as a director, officer or employee of the Borrower or a Restricted Subsidiary; and

(B)

transactions entered into with an Affiliate of the Borrower or any other shareholder of the Borrower which are in compliance with Section 13.3(f).

(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 (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 (which for certainty includes physically and financially settled hedges);

(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 any total return swap or other equity based derivative.

(a)

in relation to a SOFR Loan, the interest period selected by the Borrower hereunder and having a term of approximately one, three or six months and shall be subject to the availability of a market for SOFR Loans of such term, commencing on the relevant Drawdown Date, or date of any Rollover or Conversion, for such SOFR Loan; and

(b)

in relation to a Bankers' Acceptance, the interest period selected by the Borrower hereunder and having a term of not less than one month and not more than three months, unless otherwise agreed to by all of the accepting Lenders, and shall be subject to the availability of a market for Bankers' Acceptances of such term, commencing on the relevant Drawdown Date, or date of any Rollover or Conversion, for such Bankers' Acceptance;

(a)

if such successor entity is rated by both S&P and Moody's, then BBB- by S&P and Baa3 by Moody's; or

(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.

(a)

such Lender or its Lender Parent is subject to a liquidation, merger, sale or other change of control, in each case, forced or supported in whole or in part by guarantees or other

(b)

such Lender or its Lender Parent is otherwise adjudicated as, or determined to be, insolvent or bankrupt, in each case, by any governmental authority having regulatory authority over such Lender or Lender Parent or their respective assets;

(a)

such Lender or its Lender Parent is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b)

such Lender or its Lender Parent 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)

such Lender or its Lender Parent makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(A)

a proceeding pursuant to which such governmental authority takes control of such Lender's or Lender Parent's assets;

(B)

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

(C)

a petition is presented for its winding up or liquidation by it or such regulator, supervisor or similar governmental authority; or

(ii)

such Lender or its Lender Parent 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 (i) above and either:

(A)

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

(B)

is not dismissed, discharged, stayed or restrained in each case within fifteen (15) days of the institution or presentation thereof;

(e)

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

(f)

such Lender or its Lender Parent 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 its assets;

(g)

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

(h)

such Lender or its Lender Parent 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 paragraphs (a) to (g) above, inclusive; or

(i)

such Lender or its Lender Parent takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing.

(a)

which is completed in the immediately preceding twelve (12) months; and

(b)

which is in respect of equity interests or properties that the applicable Enerplus Party continues to own at such time,

(a)

Restricted Subsidiary which, on a consolidated basis, owns at least 5% of Consolidated Tangible Assets;

(b)

Restricted Subsidiary which, on a consolidated basis, has gross sales (other than any attributable to Non-Recourse Assets) equal to or greater than 5% of the consolidated gross sales of the Borrower (other than any gross sales attributable to Non-Recourse Assets);

(c)

Subsidiary which is a partner of a Partnership Party which is a Material Restricted Subsidiary; and

(d)

Subsidiary that provides a guarantee of any Senior Other Indebtedness.

(a)

undetermined or inchoate Security Interests 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 Enerplus Parties in respect of which no steps or proceedings to enforce such Security Interests have been initiated or which relate to obligations which are not due or delinquent or if due or delinquent, any Security Interest which such Enerplus Party is in good faith contesting if such contest involves no risk of loss of any material part of the property of the Enerplus Parties taken as a whole;

(b)

Security Interests 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 Security Interests relate, for any of the Enerplus 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 Security Interest which such Enerplus Party is in good faith contesting if such contest involves no risk of loss of any material part of the property of the Enerplus 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 Enerplus 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 Enerplus 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 Enerplus 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 Enerplus Parties' 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;

(e)

Security Interests for penalties arising under non-participation provisions of operating agreements in respect of any of the Enerplus Parties' oil and gas properties, if such Security Interests do not materially detract from the value of any material part of the property of the Enerplus Parties taken as a whole;

(f)

easements, rights-of-way, servitudes, zoning or other similar rights or restrictions in respect of land held by any of the Enerplus 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 Enerplus Parties taken as a whole;

(g)

any Security Interest 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 Enerplus 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;

(i)

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;

(j)

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 Enerplus Parties;

(k)

any claim or Security Interest from time to time disclosed by the Enerplus Parties to the Agent and which is consented to by the Lenders;

(l)

public and statutory Security Interests not yet due and similar Security Interests arising by operation of Law;

(m)

any Security Interest in favour of a landlord of leased real property in respect of the leasehold improvements made to, and other personal property of the tenant located on, such leased real property; and

(n)

any other Security Interest not referred to in paragraphs (a) through (m), inclusive, provided that such Security Interests (i) which secure Purchase Money Obligations, comply with the definition thereof and (ii) do not attach generally to all or substantially all of the property of the Borrower or any Restricted Subsidiary, as the case may be, (except for any special purpose Restricted Subsidiary which incurs Non-Recourse Debt where all of the assets of such Restricted Subsidiary are Non-Recourse Assets) and provided further that the aggregate of the principal amounts secured by all of the Security Interests permitted under this paragraph (n) and the aggregate principal amount of all outstanding Consolidated Total Debt of Restricted Subsidiaries permitted by Section 13.3(i) does not at any time exceed, in the aggregate, 5% of the Consolidated Tangible Assets as at the end of the Borrower's previous fiscal quarter.

(a)

in relation to a SOFR Loan, the continuation of all or any portion of such SOFR Loan for an additional Interest Period subsequent to the initial or any subsequent Interest Period applicable thereto; and

(b)

in relation to maturing Bankers' Acceptances, the issuance of new Bankers' Acceptances in respect of all or any portion of such Bankers' Acceptances at their Interest Period Maturity Date,

(a)

a Person that is designated under, listed on, or owned or controlled by a Person designated under or listed on, or acting on behalf of a Person designated under or listed on, any Sanctions List;

(b)

a Person that is located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a Person located in or organized under the laws of a country or territory that is the target of countrywide or territory-wide Sanctions;

(c)

a Person that is otherwise a target of Sanctions ("target of Sanctions" signifying a Person with whom a Person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities); or

(d)

any other Person to which one or more Lenders would not be permitted to make a loan, or provide funding, in accordance with Sanctions, or otherwise deal with pursuant to Sanctions.

(b)

3.79% Senior Notes, due September 3, 2026; and

(c)

any additional senior notes of the Borrower or any Restricted Subsidiary or any other Consolidated Senior Debt of the Borrower or any Restricted Subsidiary, which individually or in the aggregate exceeds the Threshold Amount.

(a)

an initial final maturity in respect of repayment of principal extending beyond the latest Maturity Date of any Lender under this Agreement at the time such Subordinated Debt is created, incurred, assumed or guaranteed, except to the extent that the Subordinated Debt is incurred to fund all or a portion of the cost of a Material Acquisition;

(b)

no scheduled cash principal payments thereunder prior to the latest Maturity Date of any Lender under this Agreement at the time such Subordinated Debt is created, incurred, assumed or guaranteed, except to the extent that the Subordinated Debt is incurred to fund all or a portion of the cost of a Material Acquisition;

(c)

such indebtedness shall be unsecured;

(d)

upon the occurrence and during the continuance 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 applicable Enerplus Party, such indebtedness shall be postponed, subordinate and junior in right of payment to all payment obligations under this Agreement and in respect of any guarantee of any thereof;

(e)

upon the occurrence of any Default or Event of Default, such indebtedness shall have a standstill period of not less than six (6) months; and

(f)

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

(a)

U.S. $60,000,000; and

(b)

1.5% of Consolidated Tangible Assets.

(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

(b)

the Federal Funds Rate plus 100 Basis Points per annum;

(a)

Subject to Sections 1.11(c) and 20.16(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.

(a)

In the event that any Accounting Change occurs, the Borrower will provide notice thereof to the Agent (an "Accounting Change Notice") together with a description of the nature of such Accounting Change. Any Accounting Change Notice shall be delivered within sixty (60) days after 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 one hundred twenty (120) days after the end of such period. Such Accounting Change Notice shall describe the effect and quantification (except where impracticable) of such Accounting Change on the Borrower's current and immediately prior year's financial statements. Such Accounting Change Notice shall state whether the Borrower wishes to revise the method of calculating one or more of the Financial Calculations (including the revision of any of the defined terms used in the determination of such Financial Calculation).

(b)

Upon receipt of an Accounting Change Notice the Agent or Majority Lenders, as applicable, will notify the Borrower within thirty (30) days after receipt of the Accounting Change Notice whether or not they agree or disagree with the Borrower's request.

(c)

Should the Agent or Majority Lenders disagree with the Borrower's request per the Accounting Change Notice, the Borrower and the Lenders shall in good faith attempt to agree on a revised method of calculating such Financial Calculations, provided that until

(d)

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 Calculations, and subsequently, as provided above, the method of calculating one or more of the Financial Calculations is revised in response to such Accounting Change, or the amounts to be determined pursuant to any of the Financial Calculations are to be determined without giving effect to such Accounting Change, the Borrower shall, as soon as reasonably possible, deliver a revised Compliance Certificate. Any Event of Default which arises as a result of the Accounting Change and which is cured by this Section 1.15 shall be deemed to have never occurred.

(a)

The Borrower, the Agent and the Continuing Lenders agree that this Agreement is an amendment and restatement of the Existing Credit Agreement and not a novation of the Existing Credit Agreement. As a consequence, the obligations, indebtedness and liabilities outstanding under the Existing Credit Agreement shall constitute obligations, indebtedness and liabilities hereunder governed by the terms hereof. Such obligations, indebtedness and liabilities shall be continuing in all respects, and this Agreement shall not be deemed to evidence or result in a novation of such obligations, indebtedness and liabilities or a repayment and reborrowing of such obligations, indebtedness and liabilities. The Existing Credit Agreement has been amended and restated solely for the purposes of reflecting amendments to the Existing Credit Agreement which the Continuing Lenders, the Agent and the Borrower have agreed upon. All references to the "Credit Agreement" contained in any Documents delivered prior to the effectiveness of this Agreement shall be references to this Agreement without further amendment to those Documents. All deliverables made under the Existing Credit Agreement shall be deemed to have been delivered under this Agreement. Each Continuing Lender authorizes the Agent to take all actions and make such adjustments as are reasonably necessary to give effect to the foregoing.

(b)

Nothing in this Agreement shall restrict or impact the ability or right of the Agent to make any future modifications, supplements, amendments, technical, administrative or operational changes or other conforming changes that the Agent decides may be appropriate to reflect the adoption and implementation of Adjusted Term SOFR and to permit the use and administration thereof by the Agent to the extent permitted pursuant to this Agreement.

(c)

All LIBOR Based Loans outstanding on the Restatement Date under the Existing Credit Agreement ("Continuing LIBOR Based Loans") will remain outstanding under this Agreement until the end of their respective LIBOR Periods, at which time, to the extent that any Continuing LIBOR Based Loan is not repaid at the end of its applicable LIBOR Period, it will be Converted on the last day of such LIBOR Period into a SOFR Loan or U.S. Base Rate Loan as elected by the Borrower pursuant to a valid Notice of Rollover or Notice of Conversion given pursuant to the provisions of this Agreement. If the Borrower fails to deliver a valid Notice of Rollover or Notice of Conversion to the Agent for any Continuing LIBOR Based Loan, such Continuing LIBOR Based Loan shall be converted (as of the last day of the applicable LIBOR Period) to and be outstanding as a U.S. Base Rate Loan as if a valid Notice of Rollover or Notice of Conversion had been given pursuant to the provisions of this Agreement. Solely for the purposes of Continuing LIBOR Based Loans (including interest thereon and the repayment or cash collateralization thereof), all of the provisions in the Existing Credit Agreement relating to LIBOR Based Loans and LIBOR shall be deemed to continue to apply thereto. For purposes of this Section 1.18(c), the terms "LIBOR Period", "LIBOR" and "LIBOR Based Loan" shall have the meanings set forth in the Existing Credit Agreement.

(a)

a duly executed copy of this Agreement;

(b)

a certificate of status, good standing certificate or other similar type evidence from its jurisdiction of formation for the Borrower;

(c)

a duly executed copy of a Closing Certificate from the Borrower;

(d)

a duly executed confirmation of their respective Guarantee Agreement from each Loan Party (other than the Borrower) in form and substance satisfactory to the Agent, acting reasonably;

(e)

a duly executed copy of the Closing Opinion;

(f)

a duly executed copy of the Withdrawal Letter;

(g)

a duly executed Sustainability Certificate in respect of the fiscal year ended December 31, 2021;

(h)

any information, including supporting documentation and other evidence, requested by any Lender or the Agent pursuant to Section 21.11; and

(i)

the payment of all fees and expenses which are payable by the Borrower to the Agent or Lenders on or prior to the Restatement Date.

(a)

Notice by Borrower. The Borrower may, at its option, request (an "Extension Request") that the Maturity Date be extended from the then applicable Maturity Date (an "Extension") at any time after the date that annual audited consolidated financial statements of the Borrower are delivered under Section 13.1(h) until six (6) months thereafter (the "Request Period"), provided that following the granting of such Extension, the term to maturity of the Credit Facility shall not exceed four (4) years from the Extension Acceptance Date in respect of the applicable Extension Request. The Agent will promptly after receipt thereof, provide a copy of the Extension Request to each of the Lenders. If the Borrower fails to make an Extension Request during the Request Period, the Credit Facility will no longer be capable of being extended as herein provided until the next Request Period.

(b)

Electing and Non-Electing Lenders. Each Lender may, in its sole discretion, pursuant to an Extension Request, elect to extend the current Maturity Date with respect to its

(c)

No Extension. No Extension shall occur unless those Lenders who wish to grant an Extension pursuant to an Extension Request represent at least 66⅔% of the aggregate Individual Commitment Amount of all Lenders who are not Non-Electing Lenders at the time of such Extension Request. If no Extension occurs, the then current Maturity Date of the Lenders who are not already Non-Electing Lenders will, subject to Section 3.2(e), continue for each such Lender and each such Lender's Individual Commitment Amount will remain available for Drawdown in accordance with Section 6.6 until the Maturity Date; provided that the Borrower may again make an Extension Request during the Request Period in the next calendar year in accordance with Section 3.2(a).

(d)

Extension Notice. Promptly after the expiry of the Election Period, the Agent will notify the Borrower of the decision of the Lenders with respect to its Extension Request (the "Extension Notice"). The Extension Notice will identify the Electing Lenders and Non-Electing Lenders, the term of the Extension, if granted, and a list the conditions or amendments, if any, respecting the Credit Facility as the Electing Lenders have unanimously agreed upon as a condition to the granting of the Extension. The Borrower will, within twenty (20) days of receipt of the Extension Notice from the Agent, notify the Agent as to its acceptance or rejection of the conditions or amendments, if any, stipulated by the Electing Lenders respecting the Credit Facility (the "Extension Acceptance Date"). If the Borrower accepts all such conditions or amendments requested by the Electing Lenders, the Maturity Date with respect to the Electing Lenders will be deemed to have been extended for that period of time set out in the Extension Notice and, subject to Section 3.2(e), the Maturity Date with respect to the Non-Electing Lenders shall not be extended. If the Borrower notifies the Agent that it does not accept such conditions or amendments or fails to notify the Agent within the time provided above for acceptance, the Maturity Date will not be extended as herein provided and will continue until the Maturity Date with each Lenders' Individual Commitment Amount remaining available for Drawdown until the Maturity Date; provided that the Borrower may again make an Extension Request during the next Request Period.

(e)

Replacement of Non-Electing Lender. Notwithstanding Section 3.5(b), and provided that Lenders representing more than 66⅔% of the aggregate Individual Commitment Amounts of all Electing Lenders have elected to grant an Extension, the Borrower will be entitled to exercise one of the following options, with respect to any Lender who has become a Non-Electing Lender, prior to the Maturity Date applicable to such Non-Electing Lender:

(i)

so long as no Default or Event of Default has occurred and is continuing, the Borrower may repay in full the Principal Amount under the Credit Facility owing to such Non-Electing Lender, together with all accrued but unpaid interest and fees thereon and any expenses and breakage and other costs determined in accordance with Section 9.2, provided that a Bankers' Acceptance will not be paid prior to its Interest Period Maturity Date (but provided that the Borrower may provide Escrow Funds in respect thereof to the Agent on behalf of such Lender in accordance with Section 10.6), and upon such payment such Lender's Individual Commitment Amount will be permanently cancelled; or

(ii)

the Borrower may replace the Non-Electing Lender with one or more financial institutions with the consent of the Agent, such consent not to be unreasonably

(f)

Cessation as Non-Electing Lender. Any Non-Electing Lender may elect to become a Lender with the consent of the Borrower and notice to the Agent.

(a)

Revolving Nature. The Borrower may borrow, repay and re-borrow any amount of the Individual Commitment Amount of each Lender based on the Rateable Portion of such Lender's Individual Commitment Amount until the Maturity Date applicable to such Lender.

(b)

General Right to Prepay. Subject to Sections 3.2(e), 3.5(c) 8.2(e) and 9.2 and with the same notice required when the Advance to be prepaid was made, the Borrower may at any time prepay, without premium, bonus or penalty, any or all of the Aggregate Principal Amount, except that a Bankers' Acceptance will not be paid prior to its Interest Period Maturity Date and provided that:

(i)

the Borrower shall deliver a Notice of Repayment to the Agent;

(ii)

each such prepayment shall be a minimum of U.S. $5,000,000 and prepayments in excess thereof shall be in multiples of U.S. $100,000; and

(iii)

each Notice of Repayment shall be irrevocable.

(c)

General Right to Cancel. Subject to Section 3.2(e), the Borrower may also at any time, upon the Borrower giving the Agent not less than three (3) Banking Days' prior notice, cancel in whole or in part any undrawn portion of the Commitment Amount, provided that any such cancellation of the Commitment Amount will be made pro rata to all Lenders on the basis of each such Lender's Rateable Portion thereof and will result in a permanent reduction of the Commitment Amount.

(a)

The Applicable Margin will be increased or decreased (if applicable) by the Applicable Sustainability Adjustment as in effect from time to time. For the purposes of the foregoing, commencing with the Sustainability Certificate to be delivered for the fiscal year ending December 31, 2021:

(i)

the Applicable Sustainability Adjustment shall be effective on the earlier of the third Banking Day following receipt by the Agent of a Sustainability Certificate delivered in accordance with Section 13.1(i) or, if the Borrower does not deliver a Sustainability Certificate as contemplated by Section 13.1(i), the third Banking Day following the last day on which the Sustainability Certificate was required to be delivered (such day, the "Sustainability Pricing Adjustment Date");

(ii)

the Applicable Sustainability Adjustment shall be based upon the SPT Metrics set forth in the Sustainability Certificate and the Applicable Sustainability Adjustment calculations therein; and

(iii)

each change in the Applicable Margin resulting from a Sustainability Certificate shall be effective during the period commencing on, and including, the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment Date.

(b)

If, for any reason (subject to the proviso below), the Borrower fails to deliver a Sustainability Certificate as contemplated by Section 13.1(i), the Applicable Sustainability Adjustment shall be calculated based on:

(i)

SPT Metric Level L3 of the applicable year for the GHG Intensity SPT Metric;

(ii)

SPT Metric Level L5 for the Average Reduction of Freshwater Use SPT Metric; and

(iii)

SPT Metric Level L3 for the Average 3-year LTIF SPT Metric,

(x)

the Borrower and the Sustainability Structuring Agents (with the consent of the Majority Lenders) agree on the selection of an Alternative SPT Metric, then the Applicable Sustainability Adjustment shall be calculated based on such Alternative SPT Metric and the other SPT Metrics, excluding the Specified SPT Metric; or

(y)

the Borrower and the Sustainability Structuring Agents do not agree on the selection of an Alternative SPT Metric or the Majority Lenders do not consent to the Alternative SPT Metric, then the Applicable Sustainability Adjustment shall be calculated based on the SPT Metrics, excluding the Specified SPT Metric,

(c)

If the Borrower or any of its Subsidiaries (x) acquires shares, units or other equity interests in any other Person (other than the Borrower or any Subsidiary) such that such Person becomes a Subsidiary or (y) acquires the property or assets of another Person (other than the Borrower or any Subsidiary), in each case with a gross purchase price of at least US$37,500,000 (in one or a series of related transactions), the Borrower may elect to exclude the newly-acquired Subsidiary and assets from the calculation of the GHG Intensity SPT Metric and the Average Reduction of Freshwater Use SPT Metric for a period not exceeding twenty-four (24) months following the closing of such Material Acquisition (the "Acquisition Period"). The Borrower shall provide prompt written notice to the Sustainability Structuring Agents of such acquisition, and thereafter, during the Acquisition Period, the Borrower may notify the Sustainability Structuring Agents or the Sustainability Structuring Agents may notify the Borrower that it or they wish to negotiate an alternative GHG Intensity SPT Metric or an alternative Average Reduction of Freshwater Use SPT Metric. If the Borrower or the Sustainability Structuring Agents provide such notification, then, during the Acquisition Period, the Borrower and the Sustainability Structuring Agents shall negotiate to agree on the selection of an alternative GHG Intensity SPT Metric or Average Reduction of Freshwater Use SPT Metric (as applicable) which shall reflect such acquisition and the resulting new business circumstances of the Enerplus Parties. If within the Acquisition Period:

(i)

the Borrower and the Sustainability Structuring Agents (with the consent of the Majority Lenders) agree on the selection of each such alternative SPT Metric, then the Applicable Sustainability Adjustment shall be calculated based on such alternative SPT Metric(s) and the unaffected SPT Metric(s); or

(ii)

the Borrower and the Sustainability Structuring Agents do not agree on the selection of any such alternative SPT Metric or the Majority Lenders do not consent to any such alternative SPT Metric, then the Applicable Sustainability Adjustment shall be calculated based on the SPT Metrics (including any alternative SPT Metric agreed in paragraph (i) above), excluding the SPT Metric upon which no agreement for an alternative SPT Metric was reached.

(d)

If the Borrower or any of its Subsidiaries (x) disposes of shares, units or other equity interests in any Subsidiary such that such Person is no longer a Subsidiary or (y) disposes of property or assets (other than to the Borrower or any Subsidiary and other than in respect of the Journey Disposition), in each case with a gross sale price of at least US$37,500,000 (in one or a series of related transactions), then the Borrower shall provide prompt written notice to the Sustainability Structuring Agents of such disposition. Thereafter, within the twelve (12) month period following the closing of such disposition (the "Disposition Period"), the Borrower may notify the Sustainability Structuring Agents or the Sustainability Structuring Agent may notify the Borrower that it or they wish to negotiate an alternative GHG Intensity SPT Metric or an alternative Average Reduction of Freshwater Use SPT Metric. If the Borrower or the Sustainability Structuring Agents provide such notification,

(i)

the Borrower and the Sustainability Structuring Agents (with the consent of the Majority Lenders) agree on the selection of each such alternative SPT Metric, then the Applicable Sustainability Adjustment shall be calculated based on such alternative SPT Metric(s) and the unaffected SPT Metric(s); or

(ii)

the Borrower and the Sustainability Structuring Agents do not agree on the selection of any such alternative SPT Metric, then the Applicable Sustainability Adjustment shall be calculated based on the SPT Metrics (including any alternative SPT Metric agreed in paragraph (i) above), excluding the SPT Metric upon which no agreement for an alternative SPT Metric was reached.

(e)

If (i) the Borrower or the Agent become aware of any material inaccuracy in the Applicable Sustainability Adjustment or the SPT Metrics as reported on the applicable Sustainability Certificate, or (ii) the Borrower and the Agent agree that the Applicable Sustainability Adjustment or SPT Metrics as calculated by the Borrower at the time of delivery of the relevant Sustainability Certificate was inaccurate and, in each case, (x) a proper calculation of the Applicable Sustainability Adjustment or the SPT Metrics would have resulted in an increase in the Applicable Margin for such period, the Borrower shall immediately and retroactively be obligated to pay to the Agent, for the account of the Lenders, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period, or (y) a proper calculation of the Applicable Sustainability Adjustment or the SPT Metrics would have resulted in a decrease in the Applicable Margin for such period, the Borrower shall receive a credit against subsequent interest payable on Advances or fees payable pursuant to Section 8.4, or Section 4.2, as the case may be, in an amount equal to the excess of the amount of interest and fees actually paid for such period over the amount of interest and fees that should have been paid for such period.

(f)

If any SPT Metric for the fiscal year ending December 31, 2022 or thereafter is not verified on a limited assurance basis by the applicable SPT Metric Auditor, then the Applicable Sustainability Adjustment shall be calculated based on:

(i)

SPT Metric Level L3 of the applicable year, in the case of a failure to have the GHG Intensity SPT Metric verified;

(ii)

SPT Metric Level L5, in the case of a failure to have the Average Reduction of Freshwater Use SPT Metric verified; and

(iii)

SPT Metric Level L3, in the case of a failure to have the Average 3-year LTIF SPT Metric,

(g)

In connection with any Extension Request delivered pursuant to Section 3.2, the Borrower may provide notice to the Sustainability Structuring Agents of the proposed "SPT Metric Level", "Adjustments to Applicable Margin" and any amendments to any definitions or provisions directly or indirectly related thereto or to any SPT Metric for purposes of the Applicable Sustainability Adjustment (the "Additional Sustainability Adjustment") to be in effect for any of the SPT Metrics for any additional fiscal year not otherwise provided for

(i)

the Borrower and the Sustainability Structuring Agents (with the consent of all of the Electing Lenders in connection with such Extension Request) agree on the selection of the Additional Sustainability Adjustment, then the Applicable Sustainability Adjustment shall be calculated accordingly, and this Agreement shall be deemed amended without any further action by any Person to give effect to such Additional Sustainability Adjustment; or

(ii)

the Borrower and the Sustainability Structuring Agents do not agree on the selection of the Additional Sustainability Adjustment, or the Electing Lenders in connection with such Extension Request do not consent to the Additional Sustainability Adjustment, then no change shall be made to this Agreement in respect of such Additional Sustainability Adjustment and Section 3.8 shall not apply to any SPT Metric in respect of any fiscal year that is not then included in the definition of Applicable Sustainability Adjustment.

(a)

Canadian Dollar Advances. For Advances in Canadian Dollars:

(i)

Canadian Prime Rate Loans in minimum principal amounts of not less than Cdn. $5,000,000 and in multiples of Cdn. $100,000 for any amounts in excess thereof; and

(ii)

Bankers' Acceptances in minimum principal amounts of not less than Cdn. $5,000,000 and in multiples of Cdn. $100,000 for any amounts in excess thereof.

(b)

U.S. Dollar Advances. For Advances in U.S. Dollars,

(i)

U.S. Base Rate Loans in minimum principal amounts of not less than U.S. $5,000,000 and in multiples of U.S. $100,000 for any amounts in excess thereof; and

(ii)

SOFR Loans in minimum principal amounts of not less than U.S. $5,000,000 and in multiples of U.S. $100,000 for any amounts in excess thereof.

(a)

Canadian Prime Rate Loans. Each Canadian Prime Rate Loan will bear interest at a variable rate of interest per annum equal to the Canadian Prime Rate plus the Applicable Margin.

(b)

U.S. Base Rate Loans. Each U.S. Base Rate Loan will bear interest at a variable rate per annum equal to the U.S. Base Rate plus the Applicable Margin.

(c)

SOFR Loans. Each SOFR Loan will bear interest at a rate per annum equal to Adjusted Term SOFR plus the Applicable Margin.

(d)

Stamping Fees on Bankers' Acceptances. For each Advance by way of a Bankers' Acceptance, the stamping fee payable by the Borrower will be calculated on the face amount of the Bankers' Acceptance and adjusted for the term to maturity thereof, and will be the Applicable Margin (expressed as a rate per annum).

(e)

Standby Fee. The Borrower will pay to the Agent for the benefit of each Lender a standby fee equal to the Basis Points indicated in the table set forth in Section 4.2(g), calculated on the basis of a 365 day year, multiplied by an amount equal to the Individual Commitment Amount of such Lender under the Credit Facility less the Equivalent Amount in U.S. Dollars of the Principal Amount owing to such Lender under the Credit Facility.

(f)

Agency Fee. The Borrower will pay to the Agent on an annual basis commencing on the effective date of the Existing Credit Agreement and on each anniversary thereof (or as otherwise agreed between the Borrower and the Agent), the agency fee agreed upon between the Borrower and the Agent.

(g)

Applicable Margins. (in Basis Points per annum)

(h)

Change in Rates Due to Change in Ratio. The effective date on which any change in interest rates on Canadian Prime Rate Loans and U.S. Base Rate Loans and SOFR Loans, standby fees or stamping fees occurs will be the earlier of: (i) the third (3^rd) Banking Day following the receipt by the Agent of the Compliance Certificate which evidences a change in the Consolidated Senior Net Debt to EBITDA Ratio: and (ii) the date such Compliance Certificate is due in accordance with Section 13.1(g). If the Borrower fails to deliver a Compliance Certificate in accordance with Section 13.1(g), then the Applicable Margin shall be deemed to be at level 6 in such table until such time as the applicable Compliance Certificate is delivered (and notwithstanding the Event of Default which arises from such failure to so deliver such Compliance Certificate). Any increase or decrease in the interest rates on SOFR Loans outstanding on the effective date of a change in such ratio will apply proportionately to each such SOFR Loan outstanding on the basis of the number of days remaining in the term to maturity thereof. The stamping fees already paid by the Borrower in respect of any Bankers' Acceptance will not be adjusted.

(i)

Event of Default. Effective immediately following receipt by the Borrower of a notice of an Event of Default (the "Effective Date"), the interest rates then applicable to Canadian Prime Rate Loans, SOFR Loans and U.S. Base Rate Loans and stamping fees on Bankers' Acceptances hereunder will each increase by 1.0% per annum and such increase will remain in effect for as long as such Event of Default subsists. An increase in stamping fees

(j)

Restatement of Ratio. If the Borrower has delivered a Compliance Certificate certifying financial results that are subsequently found to be inaccurate in any way as a result of the Borrower's financial results having to be restated or if the Borrower's financial results were inaccurately reflected in the original financial results on which such Compliance Certificate was based or for any other reason and the result thereof is that the reported Consolidated Senior Net Debt to EBITDA Ratio was lower than it otherwise would have been in the absence of such inaccuracy or prior to such restatement, then the Borrower will, immediately upon the correction of such inaccuracy or upon such restatement, pay to the Agent for the benefit of the applicable Lenders an amount equal to the interest, stamping fees and standby fees that the Lenders should have received, but did not receive, over the applicable period had the originally reported Consolidated Senior Net Debt to EBITDA Ratio, and the underlying components thereof, been reported correctly in the first instance.

(a)

with respect to a Canadian Prime Rate Loan or a U.S. Base Rate Loan, at least one (1) Banking Day prior to such Advance, provided notice is received by the Agent no later than 10:00 a.m. Calgary, Alberta time on the Banking Day immediately preceding the requested Drawdown Date or the date of Rollover or Conversion, as applicable;

(b)

with respect to a Bankers' Acceptance, at least two (2) Banking Days prior to such Advance, provided notice is received by the Agent no later than 10:00 a.m. Calgary, Alberta time on the second (2nd) Banking Day preceding the Drawdown Date or the date of Rollover or Conversion, as applicable; and

(c)

with respect to a SOFR Loan, at least three (3) Banking Days prior to such Advance, provided notice is received by the Agent no later than 10:00 a.m. Calgary, Alberta time on the third (3^rd) Banking Day immediately preceding the Drawdown Date or the date of Rollover or Conversion, as applicable.

(a)

Subject to Section 6.2, Article 9 and Article 10, the Borrower will be entitled to Rollover one type of Advance into the same type of Advance or Convert one type of Advance into another type of Advance 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 6.2, or if in giving such notice the Borrower fails to provide for the Rollover or Conversion of all of the Advances then maturing, the Borrower will be deemed to have irrevocably elected to Convert such maturing Advances, or that part of such maturing Advances which the Borrower has failed to provide for in such notice, as the case may be, into a Canadian Prime Rate Loan with respect to a Canadian Dollar Advance or a U.S. Base Rate Loan with respect to a U.S. Dollar Advance.

(c)

No Conversion of a Bankers' Acceptance will be made prior to the Interest Period Maturity Date thereof and no Rollover of a Bankers Acceptance or a SOFR Loan may be made if a Default or Event of Default exists on the Interest Period Maturity Date thereof.

(d)

Subject to Section 9.2, the Borrower may elect to Convert a SOFR Loan prior to the Interest Period Maturity Date thereof into another type of Advance.

(a)

the appropriate Notice of Borrowing, Notice of Rollover or Notice of Conversion will have been delivered in accordance with the notice provisions provided in Section 6.2;

(b)

no Default or Event of Default will have occurred and be continuing and no Default or Event of Default shall occur as a result of the making of the applicable Advance;

(c)

subject to Section 12.2, each of the representations and warranties set out in Article 12 will be true and correct with the same effect as if such representations and warranties had been made on the date of such Advance; and

(d)

the notice with respect to a Hostile Acquisition if required to be given pursuant to Section 7.2 will have been provided by the Borrower and the other provisions of Section 7.2, if applicable, will have been complied with.

(a)

at least five (5) Banking Days prior to the delivery to the Agent of a Notice of Borrowing made in connection with a Hostile Acquisition, the chairman, chief executive officer, president or a senior financial officer of the Borrower will notify the Agent (who will then notify the Lenders) of the particulars of the Hostile Acquisition in sufficient detail to enable each Lender to determine, in each Lender's sole discretion, whether it will participate in a Drawdown to be utilized for such Hostile Acquisition;

(b)

if a Lender decides not to fund an Advance to be utilized for such Hostile Acquisition, then upon such Lender so notifying the Agent and the Borrower, such Lender will have no obligation to fund such Advance notwithstanding any other provision of this Agreement to the contrary; and

(c)

each Lender will use reasonable commercial efforts to notify the Agent as soon as practicable (and in any event within three (3) Banking Days of receipt of the particulars thereof from the Agent) of its decision whether or not to fund a proposed Hostile Acquisition.

(a)

Interest. Except as expressly stated otherwise herein, all Canadian Prime Rate Loans, U.S. Base Rate Loans and SOFR Loans from time to time outstanding under the Credit Facility 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 4.2 and 21.9, 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.

(b)

Calculation of Interest. Interest under the Credit Facility on Canadian Prime Rate Loans and 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 under the Credit Facility on Canadian Prime Rate Loans and U.S. Base Rate Loans and stamping fees under the Credit Facility on Bankers' Acceptances will be calculated on the basis of a 365 day year.

(c)

Interest Act (Canada). For the purposes of the Interest Act (Canada) and all other applicable Laws which may hereafter regulate the calculation or computation of interest on borrowed funds, the annual rates of interest and fees applicable under the Credit Facility to Canadian Prime Rate Loans, U.S. Base Rate Loans and Bankers' Acceptances, respectively, are the rates as determined hereunder multiplied by the actual number of days in a period of one (1) year commencing on the first day of the period for which such interest or such fee is payable and divided by 365.

(d)

SOFR Loans. Interest on SOFR Loans under the Credit Facility will accrue and be calculated daily and be payable at the end of each applicable Interest Period, provided that, where the Interest Period exceeds three (3) months, interest will be calculated and payable every three (3) months during the term of the Interest Period and on the last day of the applicable Interest Period. Interest on SOFR Loans will be calculated on the basis of the actual number of days in each Interest Period divided by 360. For the purposes of the Interest Act (Canada) and other applicable Laws which may hereafter regulate the calculation or computation of interest on borrowed funds, the annual rates of interest applicable to SOFR Loans under the Credit Facility are the rates as determined hereunder multiplied by the actual number of days in a period of one (1) year commencing on the first day of the period for which such interest is payable and divided by 360.

(e)

Prepayments of SOFR Loans. A repayment or prepayment of a SOFR Loan may occur only on the last day of the relevant Interest Period for such SOFR Loan (unless the Borrower pays SOFR breakage costs to the Lenders in accordance with Section 9.2).

(a)

acknowledges and confirms that: (A) this Agreement, including Section 4.2 and Article 8 hereof and the constituent definitions herein and under the other Documents relating to interest and other amounts payable hereunder and thereunder, satisfies the requirements of section 4 of the Interest Act (Canada) to the extent that section 4 of the Interest Act (Canada) applies to the expression, statement or calculation of any rate of interest or other rate per annum hereunder or under any other Document; and (B) the Borrower and each other Loan Party are each able to calculate the yearly rate or percentage of interest payable under any Document based on the methodology set out herein and under the other Documents, including Section 4.2 and Article 8 and the constituent definitions herein and under the other Documents relating to interest and other amounts payable hereunder and thereunder; and

(b)

irrevocably agrees not to, and agrees to cause each other Loan Party not to, plead or assert, whether by way of defence or otherwise, in any proceeding relating to the Documents, that the interest payable under the Documents and the calculation thereof has not been adequately disclosed to the Borrower or any other Loan Party, whether pursuant to section 4 of the Interest Act (Canada) or any other applicable law or legal principle.

(a)

If the Borrower requests a Drawdown by way of a SOFR Loan, to Rollover a SOFR Loan or to Convert an Advance into a SOFR Loan, the Borrower will specify in its Notice of Borrowing, Notice of Rollover or Notice of Conversion, as applicable, the Interest Period (which will begin and end on a Banking Day) applicable to such SOFR Loan. Subject to Section 6.4(b), if the Borrower fails, as required hereunder, to select an Interest Period for any proposed SOFR Loan, then the SOFR Loan will be deemed to have converted into a U.S. Base Rate Loan.

(b)

Any amounts owing by the Borrower in respect of any SOFR Loan which is not paid at its Interest Period Maturity Date in accordance with this Agreement will, as and from its Interest Period Maturity Date, be deemed to be outstanding as a U.S. Base Rate Loan.

(a)

the Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR cannot be determined pursuant to the definition thereof; or

(b)

the Agent is advised by Lenders holding at least 35% of the Commitment Amount of all Lenders hereunder by written notice that for any reason in connection with any request for a SOFR Loan or a Conversion thereto or a Rollover thereof that Adjusted Term SOFR for

(a)

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.

(b)

Benchmark Replacement Conforming Changes.  In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Document.

(c)

Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 9.4(d) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 9.4, including any

(d)

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Agent may modify the definition of "Interest Period" (or any analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Agent may modify the definition of "Interest Period" (or any analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e)

Benchmark Unavailability Period. Upon the Borrower's receipt of the notice of the commencement of a Benchmark Unavailability Period, (i) the Borrower may revoke any Notice of Borrowing, Notice of Rollover or Notice of Conversion requesting a Drawdown or Rollover of or Conversion to SOFR Loans to be made, Rolled Over or Converted into during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such notice into a Notice of Borrowing or Notice of Conversion requesting a Drawdown of or Conversion into a U.S. Base Rate Loan and (ii) any outstanding affected SOFR Loans will be deemed to have Converted to U.S. Base Rate Loans at the end of the applicable Interest Period. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of U.S. Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of U.S. Base Rate.

(a)

Power of Attorney. To facilitate the procedures contemplated in this Agreement, the Borrower appoints each Lender from time to time as the attorney-in-fact of the Borrower to execute, endorse and deliver on behalf of the Borrower drafts or depository bills in the form or forms prescribed by such Lender for Bankers' Acceptances denominated in Canadian Dollars (each such executed draft or depository bill which has not yet been accepted by a Lender being referred to as a "Draft"). Each Bankers' Acceptance executed and delivered by a Lender on behalf of the Borrower will be as binding upon the Borrower as if it had been executed and delivered by a duly authorized officer of the Borrower. The foregoing

(b)

Payment. The Borrower will provide for payment to the Agent for the benefit of the Lenders of each Bankers' Acceptance issued on its behalf at its maturity, either by payment of the face amount thereof or, subject to Section 8.4, through the utilization of an Advance in accordance with this Agreement, or through a combination thereof. The Borrower waives presentment for payment of Bankers' Acceptances by the Lenders and will not claim from the applicable Lenders any days of grace for the payment at maturity of Bankers' Acceptances. Any amount owing by the Borrower in respect of any Bankers' Acceptance issued which is not paid at maturity in accordance with this Agreement, will, as and from its maturity date, be deemed to be outstanding as a Canadian Prime Rate Loan.

(c)

No Liability. The Lenders will not be liable for any damage, loss or improper use of any bankers' acceptance draft endorsed in blank except for any loss arising by reason of such Lender failing to use the same standard of care in the custody of such bankers' acceptance drafts as such Lender uses in the custody of its own property of a similar nature.

(d)

Bankers' Acceptances Purchased by Lenders. Where the Borrower so elects in the Notice of Borrowing, Notice of Rollover or Notice of Conversion, all Lenders, or those Lenders distinguished as either Schedule I, Schedule II or Schedule III banks (as listed in the Bank Act (Canada)), or any combination thereof, will purchase Bankers' Acceptances accepted by it for an amount equal to the Discount Proceeds having regard to the Discount Rate applicable to such Lender.

(e)

Marketing of BAs. Subject to Section 10.2(d), the Borrower will be responsible for, and will make its own arrangements with respect to, the sale of Bankers' Acceptances in the market place. Notwithstanding the foregoing, a Lender may purchase from the Borrower for its own account any Bankers' Acceptance issued by it at the applicable Discount Rate or as otherwise agreed by the Borrower or the applicable Lender.

(f)

Depository Bills. It is the intention of the Parties that pursuant to the DBNA, all Bankers' Acceptances accepted by the Lenders under this Agreement will be issued in the form of a "depository bill" (as defined in the DBNA), deposited with a "clearing house" (as defined in the DBNA), including The Canadian Depository for Securities Ltd. or its nominee CDS & Co. In order to give effect to the foregoing, the Agent will, subject to the approval of the Borrower and the Lenders, establish and notify the Borrower and the Lenders of any additional procedures, consistent with the terms of this Agreement, as are reasonably necessary to accomplish such intention, including:

(i)

any instrument held by the Agent for purposes of Bankers' Acceptances will have marked prominently and legibly on its face and within its text, at or before the time of issue, the words "This is a depository bill subject to the Depository Bills and Notes Act (Canada)";

(ii)

any reference to the authentication of the Bankers' Acceptance will be removed; and

(iii)

any reference to the "bearer" will be removed and such Bankers' Acceptances will not be marked with any words prohibiting negotiation, transfer or assignment of it or of an interest in it.

(a)

Notice. The Borrower may in the Notice of Borrowing, Notice of Rollover or Notice of Conversion requesting an Advance by way of Bankers' Acceptances or by subsequent notice to the Agent, provide the Agent with information as to the Discount Proceeds payable by the purchasers of the Bankers' Acceptances and the party to whom delivery of the Bankers' Acceptances is to be made against delivery of such Discount Proceeds to the Agent for the credit of the Borrower subject to Section 10.3(c), but if it does not do so, the Borrower will initiate a telephone call to the Agent by 11:00 a.m. (Toronto, Ontario time) on the Drawdown Date or the date of the Rollover or Conversion, as applicable, and provide such information to the Agent. Any such telephone advice will be at the risk of the Borrower pursuant to Section 21.2 and will be confirmed by a notice of the Borrower to the Agent prior to 3:00 p.m. (Toronto, Ontario time) on the same day.

(b)

Rollovers. In the case of a Rollover of maturing Bankers' Acceptances, each Lender, in order to satisfy the continuing liability of the Borrower to the Lender for the face amount of the maturing Bankers' Acceptances, will retain for its own account the Net Proceeds of each new Bankers' Acceptance issued by it in connection with such Rollover and the Borrower will, on the Interest Period Maturity Date of the maturing Bankers' Acceptances, pay to the Agent for the benefit of the Lenders an amount equal to the difference between the face amount of the maturing Bankers' Acceptances and the aggregate Net Proceeds of the new Bankers' Acceptances.

(c)

Conversion from Canadian Dollar Advance. In the case of a Conversion from a Canadian Prime Rate Loan into an Advance by way of Bankers' Acceptances, each Lender, in order to satisfy the continuing liability of the Borrower to each such Lender for the principal amount of the Canadian Prime Rate Loan being Converted, will retain for its own account the Net Proceeds of each new Bankers' Acceptance issued by it in connection with such Conversion and the Borrower will, on the date of issuance of the Bankers' Acceptances pay to the Agent for the benefit of the Lenders an amount equal to the difference between the principal amount of the Canadian Prime Rate Loan being Converted, including any accrued interest thereon, owing to the Lenders and the aggregate Net Proceeds of such Bankers' Acceptances.

(d)

Conversion to Canadian Dollar Advance. In the case of a Conversion of an Advance by way of Bankers' Acceptances into a Canadian Prime Rate Loan, in order to satisfy the liability of the Borrower to each Lender for the face amount of the maturing Bankers' Acceptances, the Agent and each applicable Lender will record the obligation of the Borrower to it as a Canadian Prime Rate Loan unless the Borrower provides for payment to the Agent for the benefit of the Lenders of the face amount of the maturing Bankers' Acceptance in some other manner acceptable to the Lenders.

(e)

Authorization. The Borrower hereby authorizes each Lender under the Credit Facility to complete, stamp, hold, sell, rediscount or otherwise dispose of all Bankers' Acceptances accepted by it pursuant to this Section 10.3 in accordance with the instructions provided by the Borrower pursuant to Section 6.3 or Section 6.4, as applicable.

(f)

Rounding. In the case of an issue of Bankers' Acceptances, the Agent may round allocations amongst the Lenders to ensure that each Bankers' Acceptance issued has a face amount which is a whole number multiple of Cdn. $100,000 (and such rounded allocations shall constitute the Lenders' respective Rateable Portions for the purposes of this Agreement).

(a)

the Agent (acting reasonably) makes a determination, which determination shall be conclusive and binding upon the Borrower, and notifies the Borrower, that there no longer exists an active market for Bankers' Acceptances accepted by the Lenders; or

(b)

the Agent is advised by Lenders holding at least 35% of the Commitment Amount of all Lenders hereunder by written notice (each, a "Lender BA Suspension Notice") that such

(i)

the right of the Borrower to request Bankers' Acceptances or BA Equivalent Advances from any Lender shall be suspended until the Agent determines that the circumstances causing such suspension no longer exist, and so notifies the Borrower and the Lenders;

(ii)

any outstanding Notice of Borrowing requesting an Advance by way of Bankers' Acceptances or BA Equivalent Advances shall be deemed to be a Notice of Borrowing requesting an Advance by way of Canadian Prime Rate Loans in the amount specified in the original Notice of Borrowing;

(iii)

any outstanding Notice of Conversion requesting a Conversion of an Advance by way of Bankers' Acceptances or BA Equivalent Advances shall be deemed to be a Notice of Conversion requesting a Conversion of such Advances into an Advance by way of Canadian Prime Rate Loans; and

(iv)

any outstanding Notice of Rollover requesting a Rollover of an Advance by way of Bankers' Acceptances or BA Equivalent Advances, shall be deemed to be a Notice of Conversion requesting a Conversion of such Advances into an Advance by way of Canadian Prime Rate Loans.

(a)

If the Agent (acting reasonably) determines (which determination shall be conclusive absent manifest error), or the Majority Lenders notify the Agent that the Majority Lenders (as applicable) have determined that:

(i)

adequate and reasonable means do not exist for ascertaining CDOR Rate, including because the CDOR Page is not available or published on a current basis for the applicable period, and such circumstances are unlikely to be temporary;

(ii)

the administrator of the CDOR Rate or a governmental authority having jurisdiction has made a public statement identifying a specific date after which CDOR Rate will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loans;

(iii)

a governmental authority having jurisdiction over the Agent has made a public statement identifying a specific date after which CDOR Rate shall no longer be

(iv)

syndicated loans currently being executed, or that include language similar to that contained in this Section 10.8, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace CDOR Rate,

(b)

If no CDOR Successor Rate has been determined and the circumstances under Section 10.8(a)(i) above exist or a CDOR Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to accept Bankers' Acceptances and make BA Equivalent Advances, shall be suspended (to the extent of the affected Bankers' Acceptances, BA Equivalent Advances or applicable interest periods). Upon receipt of such notice, the Borrower may revoke any pending request for an Advance of, Conversion to or Rollover of Bankers' Acceptances or BA Equivalent Advances (to the extent of the affected Bankers' Acceptances, BA Equivalent Advances, or applicable interest periods) or, failing that, will be deemed to have converted such request into a request for an Advance of Canadian Prime Rate Loans in the amount specified therein. In addition, CDOR Rate shall not be included or referenced in the definition of Canadian Prime Rate.

(c)

Notwithstanding anything else herein, any definition of the CDOR Successor Rate (exclusive of any margin) shall provide that in no event shall such CDOR Successor Rate be less than the Floor for the purposes of this Agreement.

(a)

If, after the date hereof, due to either:

(i)

the introduction of, or any change in, or in the interpretation of any Law, whether having the force of law or not, resulting in the imposition or increase of reserves, deposits or similar requirements by any central bank or other Administrative Body charged with the administration thereof; or

(ii)

the compliance with any guideline or request from any central bank or other Administrative Body which a Lender, acting reasonably, determines that it is required to comply with,

(b)

If Additional Compensation is payable pursuant to Section 11.1(a), the Borrower will have the option to prepay any amount of the Credit Facility owed to the Lender entitled to receive the Additional Compensation, subject always to Sections 9.2 and 10.6, without obligation to make a corresponding prepayment to any other Lender. If the Additional Compensation relates to outstanding Bankers' Acceptances under the Credit Facility, such Lender may require the Borrower to deposit in an interest bearing cash collateral account with such Lender such amount as may be necessary to fully satisfy the contingent obligations of such Lender for all outstanding Bankers' Acceptances in accordance with the arrangements set out in Section 10.6.

(c)

Notwithstanding anything contained in this Section 11.1, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines and directives thereunder or issued in connection therewith and all requests, rules, regulations, guidelines and directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority or any United States, Canadian or foreign regulatory authority) (collectively, the "New Rules") shall, in each case, be deemed a "change in Law" under Section 11.1(a)(i) regardless of the date enacted, adopted or issued but only to the extent (i) applicable to a Lender claiming Additional Compensation, (ii) materially different from that in effect on the date hereof, and (iii) such New Rules have general application to substantially all banks and their affiliates within the jurisdiction in which the Lender operates.

(a)

any change in applicable Laws, or in the interpretation or administration thereof by authorities having jurisdiction in the matter; or

(b)

the imposition of any condition, restriction or limitation upon such Lender which is outside of its control,

(a)

Incorporation, Organization and Power. Each of the Enerplus Parties, other than the Partnership Parties, 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, as applicable, 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 it has full corporate power and capacity to enter into and perform its obligations under the Documents to which it is a party, and to carry on its business as currently conducted. Each of the Partnership Parties has been duly organized as a general partnership or a 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 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 enter into and perform its obligations under the Documents to which it is a party, and to carry on its business as currently conducted.

(b)

Authorization and Status of Agreements. Each Document has been duly authorized, executed and delivered by the Loan Party that is a party thereto 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 of, or any resolution of the directors, the trustee or partners, as the case may be, of any Loan Party;

(ii)

any material agreement or document to which any Loan Party is a party or by which any Loan Party's property is bound; or

(iii)

any applicable Law.

(c)

Enforceability. Each of the Documents to which a Loan Party is a party constitutes legal, valid and binding obligations of such party 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. Other than as previously disclosed in writing to the Agent, 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 Enerplus Parties is, or to the Borrower's knowledge is pending or 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 Enerplus 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 Enerplus Parties:

(B)

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 Enerplus Parties, as applicable, to contest the validity thereof; and

(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. Subject to Permitted Encumbrances, each of the Enerplus Parties has good and valid title to its properties, except to the extent that failure to have such title would not have or would not reasonably be expected to have a Material Adverse Effect.

(h)

Encumbrances. No Enerplus Party has created, incurred, assumed, suffered to exist, or entered into, any contract, instrument or undertaking pursuant to which, any Person may have or been entitled to any Security Interest on or in respect of its property or assets or any part thereof except for Permitted Encumbrances.

(i)

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 Enerplus 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

(j)

No Adverse Change. The audited consolidated financial statements of the Borrower for its most recent fiscal year end 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 that date 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.

(k)

Information. All factual information heretofore or contemporaneously furnished by or on behalf of the Enerplus Parties to the Agent in connection with the Credit Facility or the Enerplus Parties was, in the case of financial projections, prepared in good faith based upon reasonable assumptions at the date of preparation and, in all other cases, 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.

(l)

No Breach of Orders, Licences or Statutes. None of the Enerplus Parties is in breach of:

(i)

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

(ii)

any governmental licence or permit; or

(iii)

any applicable Law,

(m)

No Default. No Default or Event of Default has occurred and is continuing.

(n)

Approvals. All regulatory authorizations, consents, approvals, permits and licenses necessary for each of the Enerplus Parties to carry on their respective business, as currently carried on, and all authorizations, consents and approvals 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.

(o)

Subsidiaries. As of the Restatement Date, (i) the only Subsidiaries of the Borrower are set forth in Schedule E and all of the issued shares or partnership interests of such Subsidiaries have been validly issued, are outstanding as fully paid and non assessable securities and are, directly or indirectly, owned by the Borrower as set forth in Schedule E, and (ii) the legal name, the jurisdiction of formation and its designation as a Restricted Subsidiary (including whether it is a Material Restricted Subsidiary) or a Non-Restricted Subsidiary of each of the Borrower's Subsidiaries is as set out in Schedule E.

(p)

Pension Plans. Each Enerplus 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, and to the knowledge of the Borrower, no deficiency

(q)

Insurance. Each Enerplus 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 Enerplus Parties in accordance with Section 13.1(n).

(r)

Taxes. Except for circumstances which, individually or in the aggregate, do not have and would not reasonably be expected to have a Material Adverse Effect:

(i)

all tax returns required to be filed by the Enerplus Parties in any jurisdiction have been filed;

(ii)

all Taxes upon the Enerplus Parties or any of their property, which are due and payable, have been paid on a timely basis or within appropriate extension periods or are being contested in good faith by appropriate proceedings (and in respect of which adequate provision has been made on its books);

(iii)

the Enerplus Parties have collected, deducted, withheld and remitted to the proper taxing authorities when due all Taxes, worker's compensation assessments, employment insurance assessments and other similar amounts required to be collected, deducted, withheld and remitted; and

(iv)

as at the Restatement Date, the Borrower does not know of any proposed additional tax assessments against them for which adequate provision has not been made on their books which have a reasonable likelihood of being adversely determined.

(s)

Pari Passu Ranking. The Indebtedness of the Loan Parties under this Agreement and each other Document ranks at least pari passu in right of payment with all of their other senior unsecured and unsubordinated indebtedness which, for certainty, will include unsecured and unsubordinated indebtedness of the Borrower and the other Loan Parties, as applicable, under Hedging Agreements.

(t)

Anti-Corruption Laws and Sanctions.

(i)

The Borrower and its Subsidiaries have implemented and maintain in effect policies or codes of conduct intended to ensure compliance in all material respects by their respective directors, officers and employees with, in each case, Anti-Corruption Laws and Sanctions applicable to such Persons.

(ii)

None of the Borrower or any of its Subsidiaries, or, to the knowledge of the Borrower, any of their respective directors, officers and employees is a Sanctioned Person.

(iii)

No part of the proceeds of any Drawdown will be used intentionally by the Borrower or any of its Subsidiaries (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person known by the Borrower to be in violation in any material respect of any Anti-Corruption Laws, (B) for the purpose of funding (including payments made to) or financing any activities, investments, business or transaction of or with any Person known to the Borrower or its Subsidiaries to be a Sanctioned Person, or in any country known to the Borrower or its Subsidiaries to be a Sanctioned Country where such Sanctions relate to the business activities of the Borrower and its

(u)

Interest Act (Canada).

(i)

This Agreement, including Section 4.2 and Article 8 hereof and the constituent definitions herein and under the other Documents relating to interest and other amounts payable hereunder and thereunder, satisfies the requirements of section 4 of the Interest Act (Canada) to the extent that section 4 of the Interest Act (Canada) applies to the expression, statement or calculation of any rate of interest or other rate per annum hereunder or under any other Document; and

(ii)

The Borrower and each other Loan Party are each able to calculate the yearly rate or percentage of interest payable under any Document based on the methodology set out herein and under the other Documents, including Section 4.2 and Article 8 hereof and the constituent definitions herein and under the other Documents relating to interest and other amounts payable hereunder and thereunder.

(a)

Punctual Payment. The Borrower will pay or cause to be paid all Indebtedness and other amounts payable under the Documents punctually when due.

(b)

Legal Existence. Except as permitted by Section 16.1 and as otherwise permitted hereunder, the Borrower will do or will cause to be done all things necessary to preserve and keep in full force and effect the Borrower's and each other Enerplus Parties' legal existence in good standing under the Laws of its governing jurisdiction.

(c)

Notice of Default. The Borrower will promptly, and in any event within five (5) Banking Days, upon becoming aware thereof notify the Agent of the occurrence of any Default or Event of Default and specify in such notice the nature of the event and the steps taken or proposed to be taken to remedy the same.

(d)

Notice of Legal Proceedings. The Borrower will promptly, and in any event within five (5) Banking Days, upon becoming aware thereof, notify the Agent of the commencement of any legal or administrative proceedings against any Enerplus Party in respect of which there is a reasonable likelihood of an adverse determination and which, if adversely determined against the applicable Enerplus Party, would reasonably be expected to have a Material Adverse Effect.

(e)

Notice of Environmental Damage. The Borrower will promptly, and in any event within five (5) Banking Days, upon becoming aware 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 Enerplus Parties which would reasonably be expected to have a Material Adverse Effect.

(f)

Compliance with Law. The Borrower will, and will cause each other Enerplus Party 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.

(g)

Quarterly Compliance Certificate. Within forty five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower and within ninety (90) days after the end of each fiscal year of the Borrower, the Borrower will deliver to the Agent a Compliance Certificate.

(h)

Financial Statements. Within forty five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower and within ninety (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 the 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.

(i)

Sustainability Certificate. Within forty-five (45) days after the end of the fiscal quarter ending on June 30 of each fiscal year of the Borrower (commencing with the fiscal quarter ending on June 30, 2023 in respect of the fiscal year ending on December 31, 2022), a Sustainability Certificate setting forth the calculations for each of the SPT Metrics, and confirming the verification of each such SPT Metric by the applicable SPT Metric Auditor on a limited assurance basis, and each corresponding Adjustment in Applicable Margin, as applicable, and the Applicable Sustainability Adjustment.

(j)

Performance. The Borrower will, and will cause each other Enerplus Party to, observe the terms of and perform its obligations under each of the Documents to which it is a party.

(k)

Inspection of Property; Books and Records; Discussions. The Borrower will, and will cause each other Enerplus 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' risk and 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, to visit and inspect any property of any Enerplus Party, including with respect to environmental matters related thereto, and to examine and make abstracts from any books and records of any Enerplus 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 Enerplus Party with their senior officers.

(l)

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

(m)

Performance of Leases. The Borrower will, and will cause each other Enerplus Party to, perform or cause to be performed all obligations under all leases relating to its property, 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, provided that this covenant will not restrict their right to surrender leases which are uneconomic to maintain.

(n)

Insurance. The Borrower will maintain or cause to be maintained with insurers of recognized standing insurance (including deductibles which are customary and prudent for the industry) in respect of the property of the Enerplus 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.

(o)

Pension Plans. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) to the extent required, maintain the registered status of each Pension Plan, (ii) pay or cause to be paid all material obligations of each Enerplus Party (including fiduciary, funding, investment and administration obligations) required to be performed in connection with each Pension Plan in a timely fashion, (iii) properly withhold all employee contributions to each Pension Plan by way of authorized payroll deduction or otherwise and pay into those plans in a timely manner, and (iv) cause all material reports and disclosures relating to each Pension Plan required by those plans and any applicable Laws to be filed or distributed in a timely manner.

(p)

Information. The Borrower will promptly, and in any event within ten (10) Banking Days, provide (or provide access to) copies of all documents it provides generally to its shareholders and copies of all material change reports, prospectuses and annual information statements filed by the Borrower with any securities commission concurrently with or promptly following the provision of such documents to its shareholders or the making of any such filings and any other documentation and information relating to the Enerplus Parties and their respective properties as the Agent on behalf of the Lenders may reasonably request subject to any contractual restrictions regarding confidentiality, provided that the Borrower shall use reasonable commercial efforts to overcome such restrictions and the obligation to deliver any of the foregoing may be satisfied by posting any such documents and information on www.SEDAR.com or on a website, as applicable, within the time periods referred to above and promptly advising the Agent that such documents and information have been posted and the details of any website on which the same have been posted.

(q)

Payment of Taxes. The Borrower will, and will cause each other Enerplus Party 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 Enerplus Party has made all appropriate provision 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)

Remittances. The Borrower will, and will cause each other Enerplus Party to, make all of the remittances required to be made by each Enerplus Party to the applicable federal, provincial, municipal or state governments and keep such remittances up to date, except

(s)

Partnership. The Borrower will ensure that the partners in the Partnership Parties will consist only of the Borrower and/or one or more Restricted Subsidiaries.

(t)

Wholly-Owned Status. The Borrower will ensure that the Restricted Subsidiaries will be direct or indirect wholly-owned Subsidiaries of the Borrower.

(u)

Guarantee Agreement. Within ten (10) Banking Days of a Subsidiary becoming a Material Restricted Subsidiary (or concurrently with a Subsidiary becoming a Material Restricted Subsidiary in accordance with a reorganization under Section 16.1 or as otherwise permitted hereunder), the Borrower will cause such Material Restricted Subsidiary to execute and deliver in favour of the Agent a Guarantee Agreement together with a certificate of a senior officer of such Material Restricted Subsidiary confirming that all authorizations and actions have been taken by such Material Restricted Subsidiary to authorize, execute and deliver the Guarantee Agreement and that such Material Restricted Subsidiary is at the time of granting of the Guarantee Agreement a direct or indirect wholly-owned Subsidiary of the Borrower. The Borrower will also deliver or cause to be delivered such other documentation pertained thereto, including legal opinions of Borrower's Counsel, all in form and content acceptable to the Agent, acting reasonably.

(v)

Pari Passu Ranking. The Borrower will, and will cause each Enerplus Party to, ensure that all Indebtedness of the Loan Parties under the Documents ranks at least pari passu with all other senior, unsecured Indebtedness of the Loan Parties including, for certainty, unsecured and unsubordinated indebtedness of the Loan Parties under Hedge Agreements.

(w)

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.

(x)

Reserve Reports. The Borrower will deliver to the Agent an independent engineering reserve report covering the oil and gas properties of the Enerplus Parties on or before April 30 of each year and dated not earlier than December 31 of the immediately preceding year; provided, however, that if the Enerplus Parties do not have an independent engineering reserve report covering all of their respective oil and gas properties, the Enerplus Parties may deliver an internally prepared reserve report to the Agent to the extent of the shortfall.

(y)

Operating and Capital Budgets. The Borrower will deliver to the Agent an annual operating and capital budget on the later of the date the annual Compliance Certificate referred to in Section 13.1(g) is delivered to the Agent and within five (5) Banking Days of the date of internal approval thereof by the management and directors of the Borrower.

(z)

Further Notices. The Borrower will promptly, and in any event within five (5) Banking Days, notify the Agent of (i) the incurrence by any Enerplus Party of any Subordinated Debt upon incurrence thereof; and (ii) any Material Adverse Effect.

(aa)

Anti-Corruption Laws and Sanctions. The Borrower shall, and shall cause its Subsidiaries to, conduct its business operations such that, and have policies and procedures in place to ensure that, the representations and warranties in Section 12.1(t) are true and correct at all times that this Agreement is in effect (and not just at, and as of, the times such representations and warranties are made or deemed to be made).

(a)

the Consolidated Senior Debt to EBITDA Ratio of the Borrower will not exceed 3.5:1;

(b)

the Consolidated Total Debt to EBITDA Ratio of the Borrower will not exceed 4:1; and

(c)

the Consolidated Senior Debt to Capitalization of the Borrower will not exceed 55%.

(a)

Limitation on Liens. The Borrower will not, and will not permit the other Enerplus Parties to, provide or permit a Security Interest to exist over its property, except for Permitted Encumbrances.

(b)

Limitation on Distributions. The Borrower will not, and will not permit the other Enerplus Parties to:

(i)

make any Distribution which would or would reasonably be expected to have a Material Adverse Effect or would adversely affect or impair the capacity or the Borrower or any other Enerplus Party to fulfil any of its obligations hereunder or if a Default or Event of Default has occurred and is continuing, except that regularly scheduled monthly and/or quarterly cash distributions by the Borrower to the holders of Voting Securities of the Borrower may in each case be made while a Default is subsisting but prior to an Event of Default occurring, provided in any such case, that no new Default or Event of Default would reasonably be expected to occur as a result of making such Distribution or other payment; or

(ii)

make any payment in respect of Subordinated Debt or Convertible Debentures during a Default or Event of Default or if such payment would reasonably be expected to cause a Default or Event of Default to occur.

(c)

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

(d)

Mergers, Amalgamations and Consolidations. The Borrower will not, and will not permit the other Enerplus Parties to, merge, amalgamate or consolidate with another Person (other than the Borrower or wholly-owned Subsidiaries of the Borrower), except as otherwise permitted under Section 16.1.

(e)

Financial Assistance. The Borrower will not, and will not permit the other Enerplus Parties to, provide any guarantee, loan or other financial assistance to or in favour of any Person in respect of the obligations, indebtedness or liabilities of such Person which, if incurred by the Borrower, would constitute obligations, indebtedness or liabilities of the types of obligations, indebtedness or liabilities described in paragraphs (a) through (g) of the

(f)

Non Arm's Length Transactions. The Borrower will not, and will not permit the other Enerplus Party 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 Person, other than the Borrower or any other wholly-owned Enerplus Party, except for any transaction or agreement or arrangement which is in the ordinary course of business of the applicable Enerplus Party and which is upon fair and reasonable terms not less favourable to the applicable Enerplus Party that it would obtain in comparable arms-length transaction.

(g)

Change in Business. The Borrower will not, and will not permit the other Enerplus Parties to, make any material change in the nature of its business as carried on at the Restatement Date, provided that nothing herein shall restrict an Enerplus Party from carrying on any business related to the exploration, development, production, processing or transportation of Petroleum Substances in countries which are members of the Organization for Economic Co-operation and Development.

(h)

Asset Dispositions. The Borrower will not, and will not permit the other Enerplus Parties to, directly or indirectly, make any sale, exchange, lease, transfer or other disposition of 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.

(i)

Restricted Subsidiary Debt. The Borrower will not permit the Restricted Subsidiaries who are not party to a Guarantee Agreement to incur, assume or otherwise become liable for principal amounts of Consolidated Total Debt which in the aggregate, together with the aggregate of the principal amounts secured by all Security Interests permitted by paragraph (n) of the definition of Permitted Encumbrances, exceed 5% of the Consolidated Tangible Assets as at the end of the Borrower's previous fiscal quarter.

(a)

The Borrower from time to time, by notice to the Agent in the form of Schedule G, shall be entitled to designate (and re-designate) that either:

(i)

a Restricted Subsidiary will be a Non-Restricted Subsidiary; or

(ii)

a Non-Restricted Subsidiary will be a Restricted Subsidiary and/or a Material Restricted Subsidiary,

(iii)

a Default or an Event of Default has occurred and is continuing unless the exercise of the Borrower's discretion under paragraph (i) or (ii) above would cause such Default or Event of Default to be cured; or

(iv)

a Default or an Event of Default would result from or exist immediately after such a designation.

(b)

If the Borrower designates a Material Restricted Subsidiary to either no longer be a Material Restricted Subsidiary or to be a Non-Restricted Subsidiary as set out in clause (a) above, such Material Restricted Subsidiary shall be released from its obligations under its Guarantee Agreement by the Agent upon written request by the Borrower if such request is accompanied by an officer's certificate of a senior officer of the Borrower certifying that no Default or Event of Default has occurred and is continuing at the time of such designation or would result from such designation, including pursuant to Section 13.1(w).

(c)

Unless otherwise designated in accordance with Section 14.1(a), all Subsidiaries of the Borrower will be deemed to be Restricted Subsidiaries.

(a)

the Release of any Contaminant into the Environment; and

(b)

the remedial action, if any, required to be taken by the Agent or the Lenders in respect of any such Release,

(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 defence will not release the Borrower from any liability that it may have to such Indemnified Party.

(a)

such transaction takes place in accordance with the applicable Laws;

(b)

prior to or contemporaneously with the consummation of such transaction, the Borrower or such Material Restricted Subsidiary, as applicable, and the successor entity, as applicable, shall have executed such instruments and done such things as in the opinion of the Agent 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 the Borrower or such Material Restricted Subsidiary, as applicable, 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 the Borrower or such Material Restricted Subsidiary, as applicable, 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 16.1(b)(i) and (b)(ii) above are provided by Borrower's Counsel;

(c)

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

(d)

the Lenders, acting reasonably, are 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 or, where the successor entity remains a Material Restricted Subsidiary or the Borrower, if the senior unsecured long term debt of the successor entity or the Borrower, is rated equal to or above Investment Grade immediately prior to the effective date of the transaction and the Lenders have received satisfactory evidence that the applicable rating agencies have concluded that such rating will be equal to or above Investment Grade after giving effect to the transaction.

(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 three (3) Banking Days.

(b)

Incorrect Representations. Except for any inaccuracy in any Sustainability Certificate or other Document delivered pursuant to Section 3.8 or Section 13.1(i), if any representation or warranty made by any Enerplus Party in any Document proves to have been incorrect when so made or deemed to have been repeated as herein provided and the underlying facts, if capable of being remedied such that the representation or warranty if made at such time would be correct, are not so remedied within thirty (30) days after notice of such incorrectness is given to the Borrower by the Agent (but only if and for so long as the remedying thereof was and continues to be diligently and in good faith pursued and no Material Adverse Effect has occurred or is imminent as a result of such facts).

(c)

Breach of Specific Covenants. If there is a breach in the performance or observance of any of the covenants or agreements in Section 13.1(c), 13.2 or 13.3(h).

(d)

Breach of Covenants. Except for (i) non-compliance with Section 3.8 or with the reporting covenant contained in Section 13.1(i) or (ii) an Event of Default set out elsewhere in this Section 17.1, if the Borrower or another Enerplus 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

(e)

Bankruptcy. If a judgment, decree or order of a court of competent jurisdiction is entered against the Borrower or any Material Restricted Subsidiary, (i) adjudging such party bankrupt or approving a petition seeking its reorganization or winding-up under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada), Title 11 of the United States Code entitled "Bankruptcy", 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, or (iii) ordering the involuntary winding up or liquidation of the affairs of such party, or (iv) if any receiver or other Person with like powers is appointed over all, or substantially all, of the property of such party, unless such appointment is stayed and of no effect against the rights of the Lenders thereunder.

(f)

Winding Up. If, (i) except as permitted by Section 16.1, an order or a resolution is passed for the dissolution, winding-up, reorganization or liquidation of the Borrower or any Material Restricted Subsidiary, pursuant to applicable Laws, including the Business Corporations Act (Alberta), or (ii) any of the Borrower or any Material Restricted Subsidiary 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) any of the Borrower or any Material Restricted Subsidiary 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) any of the Borrower or any Material Restricted Subsidiary makes a general assignment for the benefit of creditors, or (v) any of the Borrower or any Material Restricted Subsidiary takes or consents to any action in furtherance of any of the aforesaid purposes.

(g)

Other Indebtedness. If any default shall have occurred and is continuing in respect of any Indebtedness of one or more Enerplus Parties (other than Non-Recourse Debt or Indebtedness arising under the Credit Facility) 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 Enerplus Party which is repayable on demand, and the aggregate principal amount of all such Indebtedness is at least the Threshold Amount.

(h)

Final Judgments. If a final judgment or judgments or any order is entered against one or more Enerplus Parties (other than in respect of Non-Recourse Debt permitted hereunder) in an aggregate amount equal to or greater than the Threshold Amount, which remains unsatisfied or undischarged for a period of thirty (30) days during which such judgment shall not be an appeal or execution thereof will not be effectively stayed.

(i)

Cessation of Business. Except as permitted by Section 16.1, if any of the Borrower or any Material Restricted Subsidiary ceases or proposes to cease carrying on business, or a substantial part thereof.

(j)

Seizure of Property. If the property of any one or more of the Enerplus Parties (other than any such property which secures Non-Recourse Debt permitted hereunder) having a fair market value in excess of the Threshold Amount, 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

(k)

Change of Control. If a Change of Control occurs which is not otherwise consented to by the Majority Lenders.

(l)

Enforceability of Documents. If 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, or the validity or enforceability thereof shall at any time be contested by any Enerplus Party.

(m)

Qualified Auditor Report. If the audited financial statements of the Borrower that are required to be delivered by the Borrower pursuant to Section 13.1(h) contain a qualification that is not acceptable to the Majority Lenders, acting reasonably, and within a period of thirty (30) days after the delivery of such financial statements by the Borrower hereunder either (i) such qualification is not rectified or otherwise dealt with to the satisfaction of the Majority Lenders; or (ii) the Borrower has not delivered a plan to the Agent as to how the Borrower plans to rectify or otherwise deal with such qualification (such plan to include the time frame within which the Borrower proposes to rectify or otherwise deal with such qualification) and such plan is not satisfactory to the Majority Lenders, acting reasonably, and following delivery and acceptance of such plan, the Borrower fails to diligently pursue the same and rectify or otherwise deal with the qualification in accordance with the plan and within the proposed time frame.

(a)

Notwithstanding anything set out in this Agreement to the contrary, none of the failure to deliver a Sustainability Certificate (including the Annual ESG Report scheduled thereto) pursuant to Section 13.1(i), the failure of the Borrower to comply with Section 3.8 or to meet or satisfy any SPT Metric set out in the "Applicable Sustainability Adjustment" definition nor any inaccuracy in any Sustainability Certificate or other Document delivered pursuant to Section 3.8 or 13.1(i) shall be, or deemed to be, a Default or an Event of Default.

(b)

Upon the occurrence and during the continuance of an Event of Default, the Applicable Margin shall remain unchanged; provided that, for certainty, the Applicable Margin may be increased by the Applicable Sustainability Adjustment upon the occurrence and during the continuance of an Event of Default.

(a)

in payment of any amounts due and payable by way of recoverable expenses;

(b)

in payment of any amounts by way of any fees (other than standby fees and stamping fees);

(c)

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

(d)

in payment of the Aggregate Principal Amount under the Credit Facility and all other amounts under the Documents on a pro rata basis.

(a)

of a Party where that Party consents to its disclosure;

(b)

which becomes part of the public domain without breach of Section 18.1;

(c)

received from a third party without restriction on further disclosure and without breach of Section 18.1; or

(d)

developed independently without breach of Section 18.1.

(a)

to the Agent or any other Lender, any Affiliate thereof, any Participant, any financial institution which desires to become a Lender hereunder or any actual or prospective counterparty to any securitization, swap or derivative transaction relating to the Enerplus Parties (provided that, in the case of any Participant, prospective lender or actual or prospective counterparty, such Person agrees in writing in favour of the Borrower to be under a like duty of confidentiality to that contained in this Article 18); and

(b)

to their respective employees, auditors, accountants, legal counsel, geologists, engineers and other consultants and financial advisors retained by the Agent, such Lender, such Affiliate or such other Persons on a need to know basis, provided that the Agent or Lender, as applicable, remains liable for a breach by any such Person of its duty of confidentiality hereunder with respect to any such information.

(a)

no participation contemplated in this Section 19.4 will relieve such Lender from its commitments or its 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, except for any amendments, modifications or waivers which relate to any of the matters set forth in paragraph (i), (iii) or (vii) of Section 20.16(a); 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.

(a)

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Agent to be its agent in its name and on its behalf and to exercise such rights or powers granted to the Agent or the Lenders under the Documents to the extent specifically provided therein and on the terms thereof, together with such powers and authority as are reasonably incidental thereto. As to any matters not expressly provided for by the Documents, the Agent will not be required to exercise any discretion or take any action, but will be required to act or to refrain from acting (and will be fully indemnified and protected by the Lenders to the greatest extent permitted by applicable Law in so acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions will be binding upon all Lenders, provided, however that the Agent will not be required to take any action which, in the opinion of the Agent, might expose the Agent to liability in such capacity, which could result in the Agent incurring any costs and expenses, or which is contrary to the spirit and intent of this Agreement.