Keyera Corp. — Capital/Financing Update 2025

Mar 6, 2025

FIRST AMENDING AGREEMENT

THIS AGREEMENT dated as of December 6, 2024.

AMONG:

KEYERA PARTNERSHIP, a general partnership subsisting under the laws of the Province of Alberta (hereinafter referred to as the "Borrower")

• and -

KEYERA CORP., a corporation subsisting under the laws of the Province of Alberta (hereinafter referred to as the "Parent")

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ROYAL BANK OF CANADA, a Canadian chartered bank, as administration agent of the Lenders (hereinafter referred to as the "Agent")

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THE PERSONS NAMED ON THE SIGNATURE PAGES HERETO AS "LENDERS" (hereinafter collectively referred to as the "Lenders" and sometimes individually referred to as a "Lender")

• with -

RBC CAPITAL MARKETS, NATIONAL BANK OF CANADA, THE TORONTO-DOMINION BANK, CANADIAN IMPERIAL BANK OF COMMERCE AND THE BANK OF NOVA SCOTIA (as Co-Lead Arrangers and Joint Bookrunners)

• and -

NATIONAL BANK OF CANADA AND THE TORONTO-DOMINION BANK (as Co-Syndication Agents)

WHEREAS the parties hereto entered into the Credit Agreement;

AND WHEREAS the parties hereto have agreed to amend and supplement certain provisions of the Credit Agreement as set out herein;

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

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1. INTERPRETATION

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

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

"Amended Credit Agreement" means the Credit Agreement as amended and supplemented by this Agreement, and as the same may be further amended, modified, supplemented or restated from time to time;

"Credit Agreement" means the amended and restated credit agreement dated as of December 8, 2023 among the Borrower, the Parent, the Agent and the Lenders; and

"Effective Date" means the date on which all of the conditions precedent in Section 3.1 of this Agreement have been satisfied or waived by the Lenders.

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

1.3 The division of this Agreement into Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms "this Agreement", "hereof", "hereunder" and similar expressions refer to this Agreement and not to any particular Section or other portion hereof and include any agreements supplemental hereto. Unless expressly indicated otherwise, all references to "Section" or "Sections" are intended to refer to a Section or Sections of the Credit Agreement.

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

2. AMENDMENTS TO CREDIT AGREEMENT

2.1 Effective as of the Effective Date, the definition of "Maturity Date" in Section 1.1 of the Credit Agreement is amended by deleting the reference to "December 6, 2028" and replacing it with "December 6, 2029".

3. CONDITIONS PRECEDENT TO EFFECTIVENESS

3.1 This Agreement shall be effective on the date each of the following conditions precedent are satisfied (or waived by the Lenders hereunder):

(a) the Borrower shall deliver or cause to be delivered to the Agent the following:

(i) an executed copy of this Agreement;

(ii) an executed confirmation with respect to all outstanding Guarantees and/or Indemnities in the form attached hereto; and

(iii) the Borrower has paid to the Agent, for the account of the Lenders, a fee in the amount of 4.5 basis points on each Lender's Commitment.

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3.2 The conditions precedent set out in Section 3.1 above are inserted for the sole benefit of the Lenders and may be waived only by unanimous consent of the Lenders.

4. REPRESENTATIONS AND WARRANTIES

The Parent and the Borrower represent and warrant to each of the Lenders and the Agent for and on behalf of itself (provided that any representations and warranties by the Parent shall only be made to the extent such representations and warranties relate to the Parent), and the Borrower represents and warrants to each of the Lenders and the Agent for and on behalf of each other Loan Party (all of which representations and warranties the Parent and the Borrower hereby acknowledge are being relied upon by the Lenders and the Agent in entering into this Agreement) that, as of the Effective Date:

(a) there exists no Default or Event of Default; and
(b) each of the representations and warranties contained in Article 2 of the Credit Agreement (with this Agreement being a Loan Document and references to the Credit Agreement being deemed to be references to the Amended Credit Agreement), other than those stated to be made as at a specific date, is true and correct in all material respects (or in the case of any representations and warranties already qualified by materiality, are true and correct in all respects) with the same effect as if made as of the date thereof.

5. CONFIRMATION OF CREDIT AGREEMENT AND OTHER DOCUMENTS

The Credit Agreement and all covenants, terms and provisions thereof, except as expressly amended and supplemented by this Agreement, shall be and continue to be in full force and effect. The Credit Agreement as amended hereby is hereby ratified and confirmed and shall from and after the date hereof continue in full force and effect.

6. FURTHER ASSURANCES

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

7. COUNTERPARTS

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

[Signature Pages Follow]

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SP-1

IN WITNESS WHEREOF the parties hereto have executed this Agreement.

BORROWER:

KEYERA PARTNERSHIP by its managing partner, Keyera Corp.

Per: (signed) “Eileen Marikar”

Name: Eileen Marikar

Title: Senior Vice President & Chief Financial Officer

INDEMNITOR AND COVENANTOR:

KEYERA CORP.

Per: (signed) “Eileen Marikar”

Name: Eileen Marikar

Title: Senior Vice President & Chief Financial Officer

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SP-2

AGENT:

ROYAL BANK OF CANADA, as Agent

Per: (signed) “Drake Guo”

Name: Drake Guo

Title: Deal Manager

Per:

Name:

Title:

LC FRONTING LENDER:

ROYAL BANK OF CANADA, as LC Fronting Lender

Per: (signed) “Tim VandeGriend”

Name: Tim VandeGriend

Title: Authorized Signatory

Per:

Name:

Title:

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SP-3

ROYAL BANK OF CANADA, as Lender

Per: (signed) “Tim VandeGriend”

Name: Tim VandeGriend

Title: Authorized Signatory

Per:

Name:

Title:

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SP-4

NATIONAL BANK OF CANADA, as Lender

Per: (signed) "Tara Yates"

Name: Tara Yates

Title: Authorized Signatory

Per: (signed) "Chuck Warnica"

Name: Chuck Warnica

Title: Authorized Signatory

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SP-5

THE TORONTO-DOMINION BANK, as Lender

Per: (signed) “Anil Nayak”

Name: Anil Nayak

Title: Managing Director

Per: (signed) “Catherine Mcgee”

Name: Catherine Mcgee

Title: Director

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SP-6

THE BANK OF NOVA SCOTIA, as Lender

Per: (signed) "Michael Linder"
Name: Michael Linder
Title: Director

Per: (signed) "Claire Bergh"
Name: Claire Bergh
Title: Associate Director

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SP-7

CANADIAN IMPERIAL BANK OF COMMERCE, as Lender

Per: (signed) "Ryan Shea"
Name: Ryan Shea
Title: Executive Director

Per: (signed) "Djordje Petrovic"
Name: Djordje Petrovic
Title: Director

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SP-8

ATB FINANCIAL, as Lender

Per: (signed) "Trevor Guinard"
Name: Trevor Guinard
Title: Director – Energy Infrastructure

Per: (signed) "Amber Busby"
Name: Amber Busby
Title: Associate Director

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CONFIRMATION OF GUARANTEE AND/OR INDEMNITY

For good and valuable consideration (the receipt and sufficiency of which is hereby conclusively acknowledged), each of the undersigned hereby consents and agrees to the terms of the Amended Credit Agreement and confirms and agrees that the Guarantees and/or Indemnities executed and delivered by it (as applicable) in connection with the Credit Agreement are and shall remain in full force and effect in all respects notwithstanding the amendments and supplements contained in the above First Amending Agreement and that the Guaranteed Obligations and/or Indemnified Obligations (as applicable and as defined in each such Guarantee and/or Indemnity) shall include all obligations, liabilities and indebtedness of the Borrower to the Lenders under the Amended Credit Agreement. This Confirmation is in addition to and shall not limit, derogate from or otherwise affect the provisions of the Guarantees and/or the Indemnities.

KEYERA CORP., as Indemnitor

Per: (signed) “Eileen Marikar”

Name: Eileen Marikar

Title: Senior Vice President & Chief Financial Officer

KEYERA ENERGY LTD., as Indemnitor

Per: (signed) “Eileen Marikar”

Name: Eileen Marikar

Title: Senior Vice President & Chief Financial Officer