exv10w31



 




Exhibit 10.31



TRIDENT RESOURCES CORP.




-and-




THE STOCKHOLDERS OF TRIDENT RESOURCES CORP. THAT ARE

SIGNATORIES HERETO




-and-




THE SHAREHOLDERS OF TRIDENT EXPLORATION CORP.

(OTHER THAN TRIDENT RESOURCES CORP. AND ITS SUBSIDIARIES)

THAT ARE SIGNATORIES HERETO




 





THIRD AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENT




 





January 5, 2006




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE I
	 	DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 
	1.1
	 	Definitions	 	 	1	 
	1.2
	 	References and Headings	 	 	6	 
	1.3
	 	Statutory References	 	 	6	 
	1.4
	 	Conflicts	 	 	6	 
	1.5
	 	Computation of Time Periods	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE II
	 	REGISTRATION RIGHTS	 	 	6	 
	 
	 	 	 	 	 	 
	2.1
	 	Stockholder Demand Registration	 	 	6	 
	2.2
	 	General Piggyback Registration	 	 	7	 
	2.3
	 	Stockholder Piggyback Registration	 	 	7	 
	2.4
	 	Priority of Registration Rights	 	 	8	 
	2.5
	 	Obligations of TRC	 	 	8	 
	2.6
	 	Furnish Information	 	 	11	 
	2.7
	 	Underwriting Requirements	 	 	11	 
	2.8
	 	Delay of Registration	 	 	11	 
	2.9
	 	Indemnification	 	 	11	 
	2.10
	 	Reports Under the Exchange Act	 	 	14	 
	2.11
	 	Assignment of Registration Rights	 	 	14	 
	2.12
	 	Lock-Up Agreement	 	 	15	 
	2.13
	 	Termination of Registration Rights	 	 	15	 
	2.14
	 	Clarification of Registration Rights	 	 	15	 
	 
	 	 	 	 	 	 
	ARTICLE III
	 	NEW STOCKHOLDERS	 	 	16	 
	 
	 	 	 	 	 	 
	3.1
	 	Party to Agreement	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE IV
	 	GENERAL PROVISIONS	 	 	16	 
	 
	 	 	 	 	 	 
	4.1
	 	Limitation of Trustee Liability	 	 	16	 
	4.2
	 	Waiver, Amendment	 	 	16	 
	4.3
	 	Notices	 	 	16	 
	4.4
	 	Time of Essence	 	 	16	 
	4.5
	 	Gender and Number	 	 	17	 
	4.6
	 	Further Assurances	 	 	17	 
	4.7
	 	Invalidity of Provisions	 	 	17	 
	4.8
	 	Entire Agreement; Termination of Prior Agreements	 	 	17	 
	4.9
	 	Governing Law	 	 	17	 
	4.10
	 	Counterparts	 	 	17	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	4.11
	 	Successors and Assigns	 	 	17	 
	4.12
	 	Independent Advice	 	 	18	 






ii




 









 








REGISTRATION RIGHTS AGREEMENT




          THIS AGREEMENT is made as of the ___day of January, 2006.


BY AND AMONG: TRIDENT RESOURCES CORP., a corporation incorporated under the laws of Delaware
(“TRC”) and EACH STOCKHOLDER OF TRC WHO FROM TIME TO TIME EXECUTES THIS AGREEMENT and THE
SHAREHOLDERS OF TEC (OTHER THAN TRC AND ITS SUBSIDIARIES) THAT ARE SIGNATORIES HERETO




BACKGROUND:




          A. TRC is incorporated under the laws of Delaware.




          B. TRC, its existing stockholders, and certain shareholders of Trident Exploration Corp., an
unlimited liability company existing under the laws of the Province of Nova Scotia, are parties to
a certain Second Amended and Restated Registration Rights Agreement dated March 29, 2005 (the
“Existing Agreement”).




          C. TRC is carrying out a private placement of TRC Common Stock, in respect of which common
stock of TRC will be issued. In connection with such private placement, TRC and the other parties
to the Existing Agreement, together with the purchasers in such private placement, are entering
into this Third Amended and Restated Registration Rights Agreement (this “Agreement”) to
add such purchasers as parties to the Existing Agreement and to extend certain other rights to such
purchasers and current holders of TRC Common Stock to enable them to sell shares of TRC Common
Stock in a public market in the United States or Canada in compliance with applicable laws, all as
hereinafter set forth.




          D. In addition, TRC plans to issue additional shares of TRC Common Stock pursuant to the
exercise of “keep up” rights as provided in Article 10 of the Stockholder Agreement.




          NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set
forth herein, the mutual benefits to be gained by the performance thereof and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted,
the parties agree as set forth below.




ARTICLE I

DEFINITIONS




          1.1 Definitions. In this Agreement:



          “Affiliate” means with respect to any Person, (a) any other Person directly or
indirectly Controlling or Controlled by, or under direct or indirect common Control



 









 




with, such Person; and (b) any other Person for which that Person or its general partner or
any Person or entity serving in a similar capacity (other than investment advisor), or any of their
respective Affiliates, serves as general partner or in a similar capacity, and all mutual funds,
hedge funds, or other pooled investment vehicles or entities under the control or management of
such other Person or the general partner or investment adviser thereof or any Person serving in a
similar capacity, or any Affiliate of any of them, or any Affiliates of any of the foregoing.




          “Business Day” means a day other than a Saturday, Sunday or a statutory holiday in the
City of Calgary, Alberta or a federally recognized holiday in the United States.



          “Control” means:



          (i) in relation to a body corporate, control of the body corporate, and for the purposes of
this Agreement, a Person or Persons acting in concert control a body corporate and a body corporate
is controlled by a Person or Persons acting in concert if securities of the body corporate to which
are attached more than 50% of the votes that may be cast to elect directors of the body corporate
are held, other than by way of security only, by or for the benefit of that Person or Persons
acting in concert and such securities are sufficient to elect a majority of the directors of the
body corporate, and



          (ii) in relation to an entity other than a body corporate, the possession, directly or
indirectly, of the power to direct the management and policies of such entity, whether through
ownership of voting securities, by contract, by being the sole or controlling general partner of a
limited partnership or otherwise,
and the terms “Controlling” and “Controlled” have meanings correlative to the
foregoing.



          “Effectively Outstanding Common Equity” means at any time the sum of the number of
shares of TRC Common Stock and Series A Preferred Stock then outstanding plus the number of Third
Party TEC Common Shares, then outstanding, provided that:



          (i) shares of TRC Common Stock, Series A Preferred Stock or TEC Common Shares issuable upon
the exercise of options, warrants, securities convertible into such capital stock and other rights
to acquire such capital stock shall not constitute outstanding shares of TRC Common Stock, Series A
Preferred Stock or outstanding TEC Common Shares for purposes of calculating the foregoing until
they are issued; and



          (ii) if, at any time, the number of outstanding TEC Common Shares effectively owned by TRC is
greater or less than the number of outstanding shares of TRC Common Stock and Series A Preferred
Stock (whether as a result of a stock split, consolidation or similar event or any other reason),
then, for purposes of computing the Effectively Outstanding Common Equity at that time:



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          (A) the number of shares of TRC Common Stock and Series A Preferred Stock then
outstanding shall be deemed to be the number of shares of TRC Common Stock and Series A
Preferred Stock actually outstanding multiplied by the Adjustment Factor;




          (B) the number of shares of TRC Common Stock and Series A Preferred Stock held by a
Person shall be deemed to be equal to the number of outstanding shares of TRC Common Stock
and Series A Preferred Stock actually held by that Person at the time multiplied by the
Adjustment Factor;




          (C) the Adjustment Factor will be the number of outstanding TEC Common Shares
effectively owned by TRC at the time divided by the actual number of shares of TRC Common
Stock and Series A Preferred Stock then outstanding. (not counting shares of TRC Common
Stock and Series A Preferred Stock of which the proceeds of issuance were used other than
to fund a subscription for TEC Common Shares by TRC or an Entity Controlled by TRC);




          (D) the number of outstanding TEC Common Shares effectively owned by TRC at any time
is the sum of:




          (1) the number of TEC Common Shares then owned by TRC; plus




          (2) for each entity which TRC Controls, the number of TEC Common Shares then
owned by such entity multiplied by the percentage of the common equity of such
entity then owned by TRC.



          “Exchange Act” means the Securities Exchange Act of 1934, as amended (and any
successor thereto) and the rules and regulations promulgated thereunder.



          “Exchange Rights Agreement” means the exchange rights agreement dated December 4, 2003
among TRC, TEC, the TRC Holders and the holders of Third Party TEC Common Shares, as amended,
supplemented, or restated from time to time.



          “Form S-3” means such form under the Securities Act as in effect on the date hereof or
any successor form under the Securities Act that permits significant incorporation by reference of
TRC’s subsequent public filings under the Exchange Act.



          “General Piggyback Registration” has the meaning attributed to it in Section 2.2.



          “Party” means a party to this Agreement.



          “Person” means any individual, partnership, limited partnership, limited liability
company, joint venture, syndicate, sole proprietorship, company or corporation with or without
share capital, unincorporated association, trust, trustee, executor, administrator or other legal
personal representative, regulatory body or agency,



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government or governmental agency, authority or entity however designated or constituted.



          “Qualified Public Offering” means a public offering of TRC’s Common Stock pursuant to
a registration statement in compliance with the Securities Act, with gross proceeds to TRC of at
least US $50 million.



          “register,” “registered,” and “registration” refer to a registration
effected by preparing and filing a registration statement or similar document in compliance with
the Securities Act, and the declaration or ordering of effectiveness of such registration statement
or document.



          “Registrable Securities” means shares of TRC Common Stock held by a Stockholder from
time to time, including those issued by TRC pursuant to the Exchange Rights Agreement, or issuable
in respect of any Unit held by such Stockholder from time to time (whether such shares are issuable
as dividends on the share of Series A Preferred Stock associated with such Unit or upon exercise of
the warrant associated with such Unit). The number of shares of “Registrable Securities then
outstanding” shall be determined by the number of shares of TRC Common Stock outstanding which
are, and the number of shares of TRC Common Stock issuable pursuant to then exercisable or
convertible securities which are, Registrable Securities.



          “SEC” means the Securities and Exchange Commission.



          “Securities Act” means the Securities Act of 1933, as amended (and any successor
thereto) and the rules and regulations promulgated thereunder.



          “Shelf Registration Rights Agreement” means the Registration Rights Agreement, dated
as of January [ ], 2006, among TRC and the Stockholders party thereto.



          “Stockholder” means a TEC Shareholder or a TRC Holder party to this Agreement.



          “Stockholder Agreement” means the Amended and Restated Stockholder Agreement dated
August 25, 2004 among TRC, TEC, all TRC Holders and Third Party TEC Common Shareholders, as
amended, restated or supplemented from time to time, until said Amended and Restated Stockholder
Agreement as so amended, restated or supplemented is superseded by the Second Amended and Restated
Stockholder Agreement dated March 11, 2005 among TRC, TEC, all TRC Holders and Third Party TEC
Common Shareholders, as amended, restated or supplemented from time to time, and thereafter said
Second Amended and Restated Stockholder Agreement as so amended, restated or supplemented.



          “Stockholder Demand Registration” has the meaning attributed to it in Section 2.1(b).



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          “Stockholder Piggyback Registration” has the meaning attributed to it in Section 2.3.



          “TEC” means Trident Exploration Corp., an unlimited liability company existing under
the laws of the Province of Nova Scotia.



          “TEC Common Shares” means Class A Common Shares in the capital of TEC.



          “TEC Shareholders” means holders of TEC Common Shares and “TEC Shareholder”
means any one of them.



          “Third Party TEC Common Shares” means the outstanding TEC Common Shares that are held
from time to time by any person other than (a) TRC; (b) Aurora Energy, LLC, NexGen Energy Canada,
Inc., Trident CBM Corp. or NRL Energy Investments Ltd.; or (c) any entity Controlled by TRC.



          “Transfer” includes any sale, exchange, assignment, gift, bequest, disposition,
mortgage, charge, hypothecate, pledge, encumbrance, grant of security interest or other arrangement
by which possession, legal title or beneficial ownership passes from one Person to another, or to
the same Person in a different capacity, whether or not voluntary and whether or not for value, and
any agreement to effect any of the foregoing.



          “TRC” means Trident Resources Corp., a corporation incorporated pursuant to the laws
of the State of Delaware.



          “TRC Common Stock” means the common stock of TRC.



          “TRC Holder” means any Person that holds any shares of TRC Common Stock or any Units.



          “TRC Loan” means an advance, as debt, by TRC to TEC or any other subsidiary of TRC of
the proceeds of any issuance of TRC Common Stock.



          “TRC Warrants” means the warrants issued by TRC as part of the Units.



          “Trust” means The McNeil Family Irrevocable GST Trust.



          “Unit” means one share of Series A Cumulative Preferred Stock of TRC and a warrant
exercisable for one share of TRC Common Stock, which share and warrant were sold as a unit pursuant
to the private placement the initial closing of which was March 11, 2005, or pursuant to the
exercise of “keep up” rights under Article 10 of the Stockholder Agreement.



          “Violation” has the meaning attributed to it in Section 2.9.



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          1.2 References and Headings. The references “hereunder,” “herein” and
“hereof” refer to the provisions of this Agreement and references to Articles, Sections and
Subsections herein refer to articles, sections or subsections of this Agreement. Any reference to
time shall refer to Calgary time. The headings of the Articles, Sections, Schedules and any other
headings, captions or indices herein are inserted for convenience of reference only and shall not
be used in any way in construing or interpreting any provision hereof.



          1.3 Statutory References. Any reference to a statute shall include and shall be deemed to
be a reference to such statute and to the regulations made pursuant thereto, and all amendments
made thereto and in force from time to time, and to any statute or regulation that may be passed
which has the effect of supplementing the statute so referred to or the regulations made pursuant
thereto.



          1.4 Conflicts. If there is any conflict or inconsistency between a provision of the body
of this Agreement and that of any document delivered pursuant to this Agreement, including the
Shelf Registration Rights Agreement, the provision of the body of this Agreement shall prevail.



          1.5 Computation of Time Periods. Except as expressly set out in this Agreement, the
computation of any period of time referred to in this Agreement shall exclude the first day and
include the last day of such period. If the time limited for the performance or completion of any
matter under this Agreement expires or falls on a day that is not a Business Day, the time so
limited shall extend to the next following Business Day.



ARTICLE II

REGISTRATION RIGHTS




          2.1 Stockholder Demand Registration.



          (a) (i) If TRC shall receive at any time on or after the 181st day after the effective date of
the first registration statement for a public offering of securities of TRC (other than a
registration statement relating either to the sale of securities to employees of TRC or TEC
pursuant to a stock option, stock purchase or similar plan or to an SEC Rule 145 transaction), a
written request from a Stockholder that TRC file a registration statement under the Securities Act,
which demand specifies the number of Registrable Securities of such Stockholder that such
Stockholder requests to be registered, then TRC shall, provided that it is reasonably anticipated
such Registrable Securities requested to be registered have an aggregate market value of at least
US $5,000,000, use its best efforts to file as soon as practicable, and in any event within 90 days
of the receipt of such request, a registration statement under the Securities Act covering all
Registrable Securities which the Stockholder requests to be registered.



          (b) The expenses of such registration shall be borne by TRC, excluding underwriters’ fees or
commissions on such Registrable Securities, which fees and commissions shall be paid by the
Stockholder. TRC shall have the right to select the



6









 







investment banker(s) and manager(s) to administer the offering of such Registrable Securities,
subject to the approval of such Stockholder, which approval shall not be unreasonably withheld. A
completed sale pursuant to a registration of Registrable Securities pursuant to this Section 2.1
shall be referred to as a “Stockholder Demand Registration” for such Stockholder.



          (c) TRC shall not be obligated to effect more than one Stockholder Demand Registration for
each Stockholder (together, with its Affiliates). If a request for a Stockholder Demand
Registration is made by a Stockholder pursuant to this Section 2.1 and such Stockholder
subsequently withdraws such demand after TRC has incurred expenses of more than US $20,000 in
complying with such request, such aborted registration attempt shall count as such Stockholder’s
Demand Registration.



          (d) TRC may postpone, for up to 90 days, the filing or effectiveness of a Stockholder Demand
Registration if TRC reasonably believes that such Stockholder Demand Registration would have an
adverse effect on any proposal or plan by TRC to engage in any acquisition of assets or any merger,
consolidation, take-over bid or similar transaction. If the filing of a registration statement
respecting a Stockholder Demand Registration would require the disclosure of material information
which TRC has a bona fide business purpose for preserving as confidential, TRC shall not be
required to effect the Stockholder Demand Registration until the earlier of: (i) the date upon
which such material information is disclosed to the public or ceases to be material; or (ii) 90
days after TRC makes such good faith determination. If TRC has been advised by an independent
investment dealer that a Stockholder Demand Registration, at the time and on the terms requested,
would adversely affect any proposed financing by TRC, TRC shall not be required to effect a
Stockholder Demand Registration until the later of: (i) 45 days after completion or abandonment of
such financing; and (ii) termination of any “blackout” required by the underwriters or agents in
connection with such financing. Notwithstanding the foregoing, TRC may postpone the filing or
effectiveness of a registration statement pursuant to this Section 2.1(d) for no more than an
aggregate of 90 days in any 365-day period.



          2.2 General Piggyback Registration. Whenever a Stockholder makes a request for a
Stockholder Demand Registration, TRC will give prompt written notice to all other Stockholders of
its intention to effect a registration in accordance with such request, and will use commercially
reasonable efforts, subject to the limitations herein, to include in such registration all
Registrable Securities held by any other Stockholders in respect of which TRC has received a
written request for inclusion therein from any such other Stockholders within 15 days after such
other Stockholders are in receipt of TRC’s notice (a “General Piggyback Registration”).
The expenses pursuant to the General Piggyback Registration shall be borne by TRC, excluding
underwriters’ fees or commissions on Registrable Securities held by the Stockholder and those held
by the other Stockholders, which shall be paid pro rata by the Stockholder and such other
Stockholders.



          2.3 Stockholder Piggyback Registration. In the event TRC proposes to register any TRC
Common Stock (other than pursuant to a Stockholder Demand



7









 







Registration or a General Piggyback Registration or pursuant to Section 2.5(b)), it shall give
as much prior written notice thereof as is reasonably possible to each Stockholder containing
details of the proposed registration and subject to the limitations herein shall use all
commercially reasonable efforts to include Registrable Securities owned by such Stockholder in the
registration to the extent requested by such Stockholder (each a “Stockholder Piggyback
Registration”). The expenses of such registration shall be borne by TRC, excluding
underwriters’ fees or commissions payable on Registrable Securities owned by such Stockholder which
shall be paid by such Stockholder and excluding underwriters’ fees or commissions payable on
Registrable Securities issued by TRC which will be paid by TRC.



          2.4 Priority of Registration Rights.



          (a) If in the process of effecting a General Piggyback Registration the managing underwriters
or agents advise TRC in writing that in their opinion the number of securities requested to be
included in such distribution exceeds the number which can be sold in an orderly manner in such
offering within a price range acceptable to holders of the Registrable Securities TRC will include
in such distribution the Registrable Securities requested by all Stockholders to be included in
such distribution on a pro rata basis (based upon each Stockholder’s relative holdings of
Registrable Securities to each other).



          (b) If in the process, of effecting a Stockholder Piggyback Registration and the managing
underwriters or agents advise TRC in writing that in their opinion the number of Registrable
Securities requested to be included in such distribution exceeds the number which can be sold in an
orderly manner in such offering within a price range reasonably acceptable to TRC, TRC will include
in such distribution: (i) first, the Registrable Securities TRC proposes to sell; and (ii) second,
the Registrable Securities held by all other Stockholders that have requested participation
pursuant to registration rights granted to them, and requested to be included in such distribution
on a pro rata basis (based upon each Stockholder’s relative holdings of Registrable Securities to
each other).



          (c) If a Stockholder making the initial request for registration pursuant to a Stockholder
Demand Registration is unable, as the result of cutbacks by the managing underwriters or agents of
TRC for the relevant offering and the effect of the allocations under 2.4(a) above, to include in
such registration more than 25% of the shares initially requested to be registered, then, for
purposes of Section 2.1(c) above (but not Section 2.1(d) above), such Stockholder shall not be
deemed to have made such initial request.



          2.5 Obligations of TRC.



          (a) Whenever required under this Agreement to effect the registration of any Registrable
Securities, TRC shall, as expeditiously as reasonably possible:



8









 





               (i) Prepare and file with the SEC a registration statement with respect to such Registrable
Securities and use its best efforts to cause such registration statement to become effective, and
keep such registration statement effective (a) for up to 120 days, or until the distribution
described in such registration statement is completed, if earlier, or (b) in the case of a
registration statement filed pursuant to Section 2.5(b)(ii), for a period extending until one year
after the date of issuance of the shares of TRC Common Stock received in respect of the Units in
connection with a Qualified Public Offering or, if earlier, until TRC complies with clause (i) of
Section 2.5(b). Except as provided in Section 2.5(b), TRC shall not be required to file, cause to
become effective or maintain the effectiveness of any registration statement that contemplates a
distribution of securities on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act.



               (ii) Prepare and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection with such registration statement as may be
necessary to comply with the provisions of the Securities Act with respect to the disposition of
all securities covered by such registration statement (a) for up to 120 days, or until the
distribution described in such registration statement is completed, if earlier, or (b) in the case
of a registration statement filed pursuant to Section 2.5(b)(ii), for a period extending until one
year after the date of issuance of the shares TRC Common Stock received in respect of the Units in
connection with a Qualified Public Offering or, if earlier, until TRC complies with clause (i) of
Section 2.5(b).



               (iii) Furnish to the participating Stockholders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the Securities Act, and
such other documents as they may reasonably request in order to facilitate the disposition of
Registrable Securities owned by them.



               (iv) Use its best efforts to register and qualify the securities covered by such registration
statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably
requested by the Stockholders, provided that TRC shall not be required in connection therewith or
as a condition thereto to qualify to do business or to file a general consent to service of process
in any such states or jurisdictions.



               (v) In the event of any underwritten public offering, enter into and perform its obligations
under an underwriting agreement, in usual and customary form, with the managing underwriter of such
offering. Each Stockholder participating in such underwriting shall also enter into and perform its
obligations under such an agreement.



               (vi) Notify each participating Stockholder at any time when a prospectus relating to the
applicable registration statement is required to be delivered under the Securities Act of the
happening of any event as a result of which the prospectus included in such registration statement,
as then in effect, includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to



9









 







make the statements therein not misleading in the light of the circumstances then existing,
such obligation to continue (a) for up to 120 days, or until the distribution described in such
registration statement is completed, if earlier, or (b) in the case of a registration statement
filed pursuant to Section 2.5(b)(ii), for a period extending until one year after the date of
issuance of the shares TRC Common Stock received in respect of the Units in connection with a
Qualified Public Offering or, if earlier, until TRC complies with clause (i) of Section 2.5(b).



               (vii) Cause all such Registrable Securities registered pursuant hereunder to be listed on each
securities exchange on which similar securities issued by TRC are then listed.



               (viii) Provide a transfer agent and registrar for all Registrable Securities registered
pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later
than the effective date of such registration.



               (ix) Use its best efforts to furnish, at the request of any Stockholder requesting
registration of Registrable Securities pursuant to Section 2.1 of this Agreement, on the date that
such Registrable Securities are delivered to the underwriters for sale in connection with a
registration pursuant to this Agreement, if such securities are being sold through underwriters,
(i) an opinion, dated such date, of the counsel representing TRC for the purposes of such
registration, in form and substance as is customarily given to underwriters in an underwritten
public offering, addressed to the underwriters and (ii) a letter dated such date, from the
independent certified public accountants of TRC, in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten public offering,
addressed to the underwriters.



          (b) On or prior to the 181st day following the effective date of the registration statement of
TRC filed under the Securities Act in connection with a Qualified Public Offering, TRC shall at its
own expense use reasonable best efforts to do one or more of the following:



               (i) Furnish each holder of shares of TRC Common Stock issued as a result of the exercise of a
warrant associated with any Unit either (A) a no-action letter from the staff of the Securities and
Exchange Commission or (B) an opinion of outside U.S. legal counsel to TRC, in either case
providing that each such Person may, pursuant to Rule 144 promulgated under the Securities Act,
“tack” its holding period for shares of TRC Common Stock received in respect of such holder’s
Unit(s) to its holding period for such Unit(s) for purposes of calculating the holding period
required by Rule 144; or



               (ii) Pursuant to the Securities Act, file and have declared effective a shelf registration
statement pursuant to Rule 415 under the Securities Act covering the shares of TRC Common Stock
received in respect of the Units and, subject to the provisions of Section 2.5(c), maintain the
effectiveness of such registration



10









 







statement until the one-year anniversary of the issuance of such shares of Common Stock; or



               (iii) otherwise take such steps, within the control of TRC, as may be required to allow such
shares of TRC Common Stock to be sold into a public market without legends restricting free
transfer and in compliance with applicable law.



          (c) TRC may terminate, for up to 90 days, the effectiveness of a registration statement filed
pursuant to Section 2.5(b)(ii) if TRC reasonably believes that such registration would have an
adverse effect on any proposal or plan by TRC to engage in any acquisition of assets or any merger,
consolidation, take-over bid or other material action or transaction. If the continued
effectiveness of such registration statement would require the disclosure of material information
which TRC has a bona fide business purpose for preserving as confidential, TRC may suspend the
effectiveness of such registration statement until the earlier of: (i) the date upon which such
material information is disclosed to the public or ceases to be material; or (ii) 90 days after
such suspension. Notwithstanding the foregoing, TRC may terminate the effectiveness of a
registration statement pursuant to this Section 2.5(c) for no more than an aggregate of 90 days in
any 365 day period.



          (d) The expenses of registration under Section 2.5(b)(ii) shall be borne by TRC, excluding
underwriters’ fees or commissions on such Registrable Securities, which fees and commissions shall
be paid by the Stockholder.



          2.6 Furnish Information. It shall be a condition precedent to the obligations of TRC to
take any action pursuant to this Agreement with respect to the registration of any Registrable
Securities of any Stockholder that such Stockholder shall furnish to TRC such information regarding
itself, the Registrable Securities held by it, and the intended method of disposition of such
securities as shall be required to effect the registration of such Stockholder’s Registrable
Securities.



          2.7 Underwriting Requirements. In connection with any offering involving an underwriting
of shares of Registrable Securities, TRC shall not be required under this Agreement to include any
Stockholder’s Registrable Securities in such underwriting unless such Stockholder accepts the terms
of the underwriting as agreed upon between TRC and the underwriters selected by it, and then only
in such quantity as the underwriters determine in their sole discretion will not jeopardize the
success of the offering by TRC.



          2.8 Delay of Registration. No Stockholder shall have any right by virtue of this
Agreement to obtain or seek an injunction restraining or otherwise delaying any such registration
as the result of any controversy that might arise with respect to the interpretation or
implementation of this Agreement.



          2.9 Indemnification. In the event any Registrable Securities are included in a
registration statement under this Agreement:



11









 





          (a) To the extent permitted by law, TRC will indemnify and hold harmless each Stockholder, and
each such Stockholder’s officers, directors, managers, members, employees, partners, consultants
and agents, any underwriter (as defined in the Securities Act) for such Stockholder and each
person, if any, who controls such Stockholder or underwriter within the meaning of the Securities
Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to
which they may become subject under the Securities Act, the Exchange Act or other federal or state
law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise
out of or are based upon any of the following statements, omissions or violations (collectively a
“Violation”): (i) any untrue statement or alleged untrue statement of a material fact
contained in such registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission
to state therein a material fact required to be stated therein, or necessary to make the statements
therein not misleading, or (iii) any violation or alleged violation by TRC of the Securities Act,
the Exchange Act, any state securities law or any rule or regulation promulgated under the
Securities Act, the Exchange Act or any state securities law; and TRC will pay to each such
Stockholder, underwriter or controlling person, as incurred, any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity agreement contained in this Section
2.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or
action if such settlement is effected without the consent of TRC (which consent shall not be
unreasonably withheld), nor shall TRC be liable to any Stockholder, underwriter or controlling
person for any such loss, claim, damage, liability, or action to the extent that it arises out of
or is based upon a Violation which occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration by any such
Stockholder, underwriter or controlling person.



          (b) To the extent permitted by law, each selling Stockholder will indemnify and hold harmless
TRC, each of its directors, each of its officers who has signed the registration’ statement, each
person, if any, who controls TRC within the meaning of the Securities Act, any underwriter, any
other Stockholder selling securities in such registration statement and any controlling person of
any such underwriter or other Stockholder, against any losses, claims, damages, or liabilities
(joint or several) to which any of the foregoing persons may become subject, under the Securities
Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each
case to the extent (and only to the extent) that such Violation occurs in reliance upon and in
conformity with written information furnished by such Stockholder expressly for use in connection
with such registration; and each such Stockholder will pay, as incurred, any legal or other
expenses reasonably incurred by any person intended to be indemnified pursuant to this subsection
2.9(b), in connection with investigating or defending any such loss, claim, damage, liability, or
action; provided, however, that the indemnity agreement contained in this subsection 2.9(b) shall
not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if
such settlement is effected without the consent of the Stockholder, which consent shall not be
unreasonably withheld; provided,



12









 







that in no event shall any indemnity under this subsection 2.9(b) exceed the net proceeds from
the offering (or from a sale under a registration statement filed by TRC pursuant to Section
2.5(b)(ii)) received by such Stockholder, except in the case of willful fraud by such Stockholder.



          (c) Promptly after receipt by an indemnified party under this Section 2.9 of notice of the
commencement of any action (including any governmental action), such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party under this Section 2.9,
deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying
party shall have the right to participate in, and, to the extent the indemnifying party so desires,
jointly with any other indemnifying party similarly noticed, to assume the defense thereof with
counsel mutually satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without conflict by one
counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses
to be paid by the indemnifying party, if representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the indemnifying party within a reasonable
time of the commencement of any such action, if prejudicial to its ability to defend such action,
shall relieve such indemnifying party of any liability to the indemnified party under this Section
2.9, but the omission so to deliver written notice to the indemnifying party will not relieve it of
any liability that it may have to any indemnified party otherwise than under this Section 2.9.



          (d) If the indemnification provided for in this Section 2.9 is held by a court of competent
jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim,
damage or expense referred to therein, then the indemnifying party, in lieu of indemnifying such
indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such loss, liability, claim, damage, or expense in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one hand and of the
indemnified party on the other in connection with the statements or omissions that resulted in such
loss, liability, claim, damage or expense as well as any other relevant equitable considerations;
provided, that in no event shall any contribution by a Stockholder under this Subsection 2.9(d)
exceed the net proceeds from the offering (or from a sale under a registration statement filed by
TRC pursuant to Section 2.5(b)(ii)) received by such Stockholder, except in the case of willful
fraud by such Stockholder. The relative fault of the indemnifying party and of the indemnified
party shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the parties’ relative intent,
knowledge, access to information, and opportunity to correct or prevent such statement or omission.



          (e) Notwithstanding the foregoing, to the extent that the provisions on
indemnification and contribution contained in the underwriting agreement



13









 







entered into in connection with the underwritten public offering are in conflict with the
foregoing provisions, the provisions in the underwriting agreement shall control.



          (f) The obligations of TRC and Stockholders under this Section 2.9 shall survive the
completion of any offering (or from a sale under a registration statement filed by TRC pursuant to
Section 2.5(b)(ii)) of Registrable Securities in a registration statement under this Agreement, and
otherwise.



          2.10 Reports Under the Exchange Act. With a view to making available to the Stockholders
the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of
the SEC that may at any time permit a Stockholder to sell securities of TRC to the public without
registration or pursuant to a registration on Form S-3, TRC agrees to:



          (a) make and keep public information available, as those terms are understood and defined in
SEC Rule 144, at all times after 90 days after the effective date of the first registration
statement filed by TRC for the offering of its securities to the general public so long as TRC
remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange
Act;



          (b) take such action, including the voluntary registration of its TRC Common Stock under
Section 12 of the Exchange Act, as is necessary to enable the TRC Holder to utilize Form S-3 for
the sale of their Registrable Securities, such action to be taken as soon as practicable after the
end of the fiscal year in which the first registration statement filed by TRC for the offering of
its securities to the general public is declared effective;



          (c) file with the SEC in a timely manner all reports and other documents required of TRC under
the Securities Act and the Exchange Act; and



          (d) furnish to any Stockholder, so long as the Stockholder owns any Registrable Securities,
forthwith upon request (i) a written statement by TRC that it has complied with the reporting
requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first
registration statement filed by TRC), the Securities Act and the Exchange Act (at any time after it
has become subject to such reporting requirements), or that it qualifies as a registrant whose
securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of
the most recent annual or quarterly report of TRC and such other reports and documents so filed by
TRC, and (iii) such other information as may be reasonably requested in availing any Stockholder of
any rule or regulation of the SEC which permits the selling of any such securities without
registration or pursuant to such form.



          2.11 Assignment of Registration Rights. The rights to cause TRC to register Registrable
Securities pursuant to this Agreement may be assigned by a Stockholder to a transferee or assignee
of TRC Common Stock or Third Party TEC Common Shares or Units held by such Stockholder so long as
such transfer or assignment of capital stock complies with the provisions regarding the transfer of
TRC Common



14









 







Stock and TEC
Common Shares and Units contained in the Stockholder Agreement; provided, however, (i) the
transferor shall furnish to TRC written notice of the name and address of such transferee or
assignee and the securities with respect to which such registration rights are being assigned and
(ii) such transferee shall agree to be subject to all restrictions and obligations set forth in
this Agreement.



          2.12 Lock-Up Agreement. Each Stockholder agrees, solely in connection with TRC’s initial
public offering, that such Stockholder shall not sell, transfer, make any short sale of, grant any
option for the purchase of, or enter into any hedging or similar transaction with the same economic
effect as a sale, any shares of TRC Common Stock or other security of TRC (or any TEC Common Shares
or other security of TEC) held by such Stockholder (other than those included in the registration
or purchased on the open market) for a period specified by the representative of the underwriters
of TRC Common Stock (or other securities of TRC) not to exceed one hundred eighty (180) days
following the effective date of the registration statement of TRC filed under the Securities Act;
provided that all officers and directors of TRC and TEC and each holder that beneficially owns at
least one percent (1%) of the Effectively Outstanding Common Equity enter into similar agreements.



          Each Stockholder agrees to execute and deliver such other agreements as may be reasonably
requested by TRC or the underwriter which are consistent with the foregoing or which are necessary
to give further effect thereto. In addition, if requested by TRC or the representative of the
underwriters of TRC Common Stock (or other securities of TRC), each Stockholder shall provide,
within ten (10) days of such request, such information as may be required by TRC or such
representative in connection with the completion of any public offering of TRC’s securities
pursuant to a registration statement filed under the Securities Act. TRC may impose stop-transfer
instructions with respect to the shares of TRC Common Stock (or other securities of TRC) subject to
the foregoing restriction until the end of said one hundred eighty (180) day period.



          2.13 Termination of Registration Rights. No Stockholder shall be entitled to exercise any
registration right provided for in Section 2.1 of this Agreement after such time as Rule 144(k)
under the Securities Act is available for the sale of all of such Stockholder’s shares without
registration; provided, that Section 2.5(b)(ii) shall be applicable in accordance with its terms
unless TRC complies with Section 2.5(b)(i) prior to the termination of the one year period referred
to in Section 2.5(b)(ii) and provided further that such Stockholder’s registration rights shall be
reactivated during any period of time that the Rule 144(k) exemption ceases to be available to such
Stockholder due to a failure by TRC to comply with the reporting requirements of the Exchange Act
or otherwise.



          2.14 Clarification of Registration Rights. The parties hereto agree that none of the
rights contained in this Article 2 shall be construed as an obligation of TRC to register any of
the TEC Common Shares.



15









 





ARTICLE III

NEW STOCKHOLDERS




          3.1 Party to Agreement. Any transferee of TRC Common Stock or Units and any Person who is
issued TRC Common Stock by TRC may become a party to this Agreement by executing and delivering to
TRC a written agreement in the form attached hereto as Schedule “B”.



ARTICLE IV

GENERAL PROVISIONS




          4.1 Limitation of Trustee Liability. Notwithstanding anything in this Agreement to the
contrary, Wyoming Bank & Trust and Lynn P. Hendrix are executing this Agreement solely as trustees
of the Trust, and shall have no liability or obligation in their individual capacities or in the
capacities other than as trustees of the Trust. Only those assets and property held by Wyoming Bank
& Trust and Lynn P. Hendrix as trustees of the Trust under and pursuant to the agreement creating
the Trust shall be bound by the terms of this Agreement, and this Agreement shall have no effect on
any assets or property owned by the Wyoming Bank & Trust or by Lynn P. Hendrix in their individual
capacities or in any capacities other than as trustees of the Trust. By executing this Agreement,
Wyoming Bank & Trust and Lynn P. Hendrix represent that they are the sole trustees of the Trust and
that they are authorized under the Trust’s governing documents to execute this Agreement on behalf
of and in their capacity as trustees of the Trust.



          4.2 Waiver, Amendment.



          (a) Subject to Section 4.2(b), any waiver or amendment to any provision of this Agreement
shall bind all of the parties, if such waiver or amendment is agreed to in writing by TRC and by
Stockholders holding at least 95% of the Effectively Outstanding Common Equity held by all
Stockholders at such time.



          (b) Notwithstanding Section 4.2(a), this Agreement may be amended at any time, with the
consent of TRC, to add additional stockholders of TRC.



          4.3 Notices. All notices, offers, requests and other communications to a Party provided
for hereunder shall be in writing, shall be personally delivered, express couriered or sent via
facsimile transmission and shall, unless otherwise expressly provided herein, be effective (a) if
received during normal business hours, when received, or (b) if received after normal business
hours or on a day that is not a Business Day, on the next Business Day, in each case at the address
or facsimile number specified for the Party in Schedule “A” hereto. A Party may change its address
or facsimile number for delivery by notice to the other Parties in the manner set forth herein, and
such changed address or facsimile number for notices, offers, requests and other communications
provided for hereunder, shall be effective for all purposes of this Agreement.



          4.4 Time of Essence. Time is of the essence of this Agreement.



16









 





          4.5 Gender and Number. In this Agreement, unless the context otherwise required, words
indicating the singular include the plural and vice versa and words indicating gender include all
genders.



          4.6 Further Assurances. Each Stockholder will use reasonable efforts to take all steps,
execute all documents and do all acts and things as may be reasonably within that Stockholder’s
power to implement to their full extent the provisions of this Agreement and to cause TRC to act in
the manner contemplated by this Agreement.



          4.7 Invalidity of Provisions. Each of the provisions contained in this Agreement is
distinct and severable and a declaration of invalidity or unenforceability of any provision by a
court of competent jurisdiction will not affect the validity or enforceability of any other
provision.



          4.8 Entire Agreement; Termination of Prior Agreements. This Agreement, the Exchange
Rights Agreement and the Stockholders Agreement constitute the entire agreement between the Parties
pertaining to agreements among the stockholders of TRC and the shareholders of TEC. In addition,
certain of the Parties are party to the Shelf Registration Rights Agreement and certain of the
Parties have executed subscription agreements in connection with their purchase of TRC Common Stock
in the private placement referred to in clause C of the recitals hereto. There are no warranties,
representations or agreements between the Parties in connection with that subject matter except as
specifically set forth or referred to in this Agreement, the Exchange Rights Agreement, the
Stockholder Agreement, the Shelf Registration Rights Agreement and any applicable subscription
agreement between TRC and any Party. No reliance is placed on any representation, opinion, advice
or assertion of fact made by any Party to this Agreement, or its directors, officers and agents, to
any other Party to this Agreement or its directors, officers and agents, except to the extent that
it has been reduced to writing and included as a term referred to in this Agreement. When executed
and delivered by all parties hereto, this Agreement completely supersedes the Existing Agreement,
which shall be of no further force or effect.



          4.9 Governing Law. This Agreement is to be governed by and construed in accordance with
the laws of New York.



          4.10 Counterparts. This Agreement may be signed in counterparts and each counterpart will
constitute an original document and all counterparts, taken together, will constitute one and the
same instrument. A counterpart will include any written document (including facsimile) in which a
Person agrees to be bound by the terms of this Agreement.



          4.11 Successors and Assigns. Except as otherwise provided herein, this Agreement shall
bind and inure to the benefit of and be enforceable by TRC and their successors and assigns, and
each Stockholder and their respective successors and permitted assigns (and heirs, executors and
administrators in the case of individual Stockholders), so long as they beneficially own TRC Common
Stock or TEC Common Shares.



17









 





          4.12 Independent Advice. Each Stockholder acknowledges having been provided with an
opportunity to consider this Agreement and to seek independent legal advice with respect to it.



[intentionally left blank]




18









 




          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as
of the date and year first above written.




	 	 	 
	TRIDENT RESOURCES
CORP.
 
	 
	 	 
	Per:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 
	 
	 	 
	TRIDENT EXPLORATION LIMITED
PARTNERSHIP, by its General Partner,
981443 ALBERTA LTD.
	 
	 	 
	Per:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 
	 
	 	 
	TRIDENT EXPLORATION (2005)
LIMITED PARTNERSHIP I, by its
General Partner, 981443 ALBERTA LTD.
	 
	 	 
	Per:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 
	 
	 	 






	 	 	 
	AURORA ENERGY PARTNERS, L.P.,
by its General Partner, White Hat Ventures,
LLC
	 
	 	 
	Per:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 
	 
	 	 
	TRIDENT EXPLORATION (2003)
LIMITED PARTNERSHIP I, by its
General Partner, 981443 ALBERTA LTD.
	 
	 	 
	Per:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 
	 
	 	 
	TRIDENT EXPLORATION (2005) LIMITED PARTNERSHIP II, by its
General Partner, 981443 ALBERTA LTD.
	 
	 	 
	Per:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 









[This is a counterparty page to the Third Amended and Restated Registration Rights Agreement.]




 









 





	 	 	 
	THE CHARLES S. MCNEIL FAMILY
TRUST, an Alaska resident trust
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Charles S. McNeil
	Title:

	 	Investment Trustee






	 	 	 
	THE MCNEIL FAMILY IRREVOCABLE GST TRUST
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Lynn P. Hendrix
	Title:

	 	Trustee
	 
	 	 
	By:

	 	Wyoming Bank & Trust, Trustee
	 
	 	 
	 
	 	 
	 
	Name:
	 	 









[This is a counterparty page to the Third Amended and Restated Registration Rights Agreement.]





 









 








	 	 	 
	CLERY SARL
	 
	 	 
	Per:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 






[This is a counterparty page to the Third Amended and Restated Registration Rights Agreement.]





 









 





	 	 	 
	NATURAL RESOURCES PORTFOLIO
OF THE PRUDENTIAL SERIES FUND,
INC.
	 
	 	 
	By:

	 	Jennison Associates LLC, as
sub-advisor to Natural Resources
Portfolio of The Prudential Series
Fund, Inc.
	 
	 	 
	Per:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 
	 
	 	 
	JENNISON VALUE FUND
	 
	 	 
	By:

	 	Jennison Associates LLC, as
sub-advisor to Jennison Value Fund
	 
	 	 
	 
	 	 
	Per:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 
	 
	 	 
	JENNISON NATURAL RESOURCES
FUND, INC.
	 
	 	 
	By:

	 	Jennison Associates LLC, as
sub-advisor to Jennison Natural
Resources Fund, Inc.
	 
	 	 
	Per:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 






	 	 	 
	JENNISON UTILITY FUND OF THE
PRUDENTIAL SECTOR FUNDS INC.
	 
	 	 
	By:

	 	Jennison Associates LLC, as
sub-advisor to Jennison Utility Fund
of the Prudential Sector Funds Inc.
	 
	 	 
	Per:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 
	 
	 	 
	VALUE PORTFOLIO OF THE PRUDENTIAL
SERIES FUND, INC.
	 
	 	 
	By:

	 	Jennison Associates LLC, as
sub-advisor to Value Portfolio of
the Prudential Series Fund, Inc.
	 
	 	 
	Per:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 
	 
	 	 
	SAMSUNG LIFE INVESTMENT (AMERICA),
LTD.
	 
	 	 
	By:

	 	Jennison Associates LLC, as
sub-advisor to Samsung Life
Investment (America), Ltd.
	 
	 	 
	Per:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 






 









[This is a counterparty page to the Third Amended and Restated Registration Rights Agreement.]





 









 





	 	 	 
	RFG PRIVATE EQUITY LIMITED
PARTNERSHIP NO. 1B, by its agent and
attorney, RFG G.P. No. 1 Limited
	 
	 	 
	Per:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 
	 
	 	 
	Per:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 






	 	 	 
	RFG PRIVATE EQUITY LIMITED
PARTNERSHIP NO. 1C, by its agent and
attorney, RFG G.P. No. 1 Limited
	 
	 	 
	Per:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 
	 
	 	 
	Per:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 









[This is a counterparty page to the Third Amended and Restated Registration Rights Agreement.]





 









 





	 	 	 
	TD CAPITAL MEZZANINE PARTNERS
(QLP) L.P., by its General
Partner, TD CAPITAL MEZZANINE
PARTNERS (QLP) GP LTD.
	 
	 	 
	Per:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 
	 
	 	 
	TORONTO DOMINION
INVESTMENTS, INC.
 
 
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 






	 	 	 
	THE TORONTO-DOMINION
BANK
 
 
	 
	Per:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 
	 
	 	 
	TD CAPITAL MEZZANINE PARTNERS
(NON-QLP) L.P., by its General
Partner, TD CAPITAL MEZZANINE PARTNERS
GP LTD.
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 









[This is a counterparty page to the Third Amended and Restated Registration Rights Agreement.]





 









 





	 	 	 
	BLACKSTONE MEZZANINE
HOLDINGS L.P.
	 
	 	 
	By:

	 	Blackstone Mezzanine Associates,
L.P., its General Partner
	 
	 	 
	By:

	 	Blackstone Mezzanine Management
Associates L.L.C., its General
Partner
	 
	 	 
	Per:
	 	 
	 

	 	 
	Name:
	 	 
	Title:

	 	Authorized Signer






	 	 	 
	BLACKSTONE MEZZANINE
PARTNERS L.P.
	 
	 	 
	By:

	 	Blackstone Mezzanine Associates,
L.P., its General Partner
	 
	 	 
	By:

	 	Blackstone Mezzanine Management
Associates L.L.C., its General
Partner
	 
	 	 
	Per:
	 	 
	 

	 	 
	Name:
	 	 
	Title:

	 	Authorized Signer









[This is a counterparty page to the Third Amended and Restated Registration Rights Agreement.]




 









 





	 	 	 
	PRUDENTIAL CAPITAL
PARTNERS, L.P.
	 
	 	 
	By:

	 	Prudential Capital Group, L.P.
(as its General Partner)
	 
	 	 
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 






	 	 	 
	PRUDENTIAL CAPITAL PARTNERS
MANAGEMENT FUND, L.P.
	 
	 	 
	By:

	 	Prudential Investment
Management, Inc. (as its General Partner)
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 









[This is a counterparty page to the Third Amended and Restated Registration Rights Agreement.]




 









 





	 	 	 
	PERRY PARTNERS L.P.
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 
	 
	 	 
	AUDA CLASSIC P.L.C.
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 






	 	 	 
	PERRY PARTNERS INTERNATIONAL,
INC.
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 









[This is a counterparty page to the Third Amended and Restated Registration Rights Agreement.]




 









 





	 	 	 
	BTR GLOBAL ARBITRAGE TRADING

LIMITED
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 






	 	 	 
	BTR GLOBAL OPPORTUNITY

TRADING LIMITED
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 









[This is a counterparty page to the Third Amended and Restated Registration Rights Agreement.]




 









 








	 	 	 
	CHEYNE SPECIAL SITUATIONS
INVESTMENTS S.a.r.l
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 






[This is a counterparty page to the Third Amended and Restated Registration Rights Agreement.]




 









 





	 	 	 
	TCW ENERGY FUND X-NL,
L.P., a

California limited partnership
	 
	 	 
	By:

	 	TCW (ENERGY X) LLC, its 
General
Partner
	 
	 	 
	By:

	 	TCW Asset Management Company,

its Managing Member
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Kurt A. Talbot
	Title:

	 	Managing Director
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Patrick Hickey
	Title:

	 	Senior Vice President
	 
	 	 
	TCW ENERGY FUND XB-NL, L.P., a
California limited partnership
	 
	 	 
	By:

	 	TCW (ENERGY X) LLC, its 
General
Partner
	 
	 	 
	By:

	 	TCW Asset Management Company,

its Managing Member
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Kurt A. Talbot
	Title:

	 	Managing Director
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Patrick Hickey
	Title:

	 	Senior Vice President






	 	 	 
	TCW ENERGY FUND XC-NL, L.P., a
California limited partnership
	 
	 	 
	By:

	 	TCW (ENERGY X) LLC, its 
General
Partner
	 
	 	 
	By:

	 	TCW Asset Management Company,

its Managing Member
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Kurt A. Talbot
	Title:

	 	Managing Director
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Patrick Hickey
	Title:

	 	Senior Vice President
	 
	 	 
	TCW ENERGY FUND XD-NL, L.P., a
California limited partnership
	 
	 	 
	By:

	 	TCW (ENERGY X) LLC, its 
General
Partner
	 
	 	 
	By:

	 	TCW Asset Management Company,

its Managing Member
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Kurt A. Talbot
	Title:

	 	Managing Director
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Patrick Hickey
	Title:

	 	Senior Vice President









[This is a counterparty page to the Third Amended and Restated Registration Rights Agreement.]




 









 





	 	 	 
	TCW ASSET MANAGEMENT COMPANY, a
California corporation, as
Investment Manager under the Amended
and Restated Investment Management
and Custody Agreement dated as of
December 3, 2003 among Ensign Peak
Advisors, Inc., TCW Asset Management
Company and Trust Company of the
West, a California trust company, as
Sub-Custodian




	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Kurt A. Talbot
	Title:

	 	Managing Director
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Patrick Hickey
	Title:

	 	Senior Vice President






	 	 	 
	TCW ASSET MANAGEMENT COMPANY, a
California corporation, as
Investment Manager under the Amended
and Restated Investment Management
and Custody Agreement dated as of
December 11, 2003 among Harry L.
Bradley, Jr. Partition Trust, Harry
L. Bradley, Jr. Trust, Jane Bradley
Uihlien Pettit Partition Trust, Jane
Bradley Uihlien Trust, TCW Asset
Management Company and Trust Company
of the West, a California trust
company, as Sub-Custodian
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Kurt A. Talbot
	Title:

	 	Managing Director
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:

	 	Patrick Hickey
	Title:

	 	Senior Vice President









[This is a counterparty page to the Third Amended and Restated Registration Rights Agreement.]





 









 








[This is a counterparty page to the Third Amended and Restated Registration Rights Agreement.]





 









 








	 	 	 
	D.E. SHAW LAMINAR PORTFOLIOS, LLC
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 






[This is a counterparty page to the Third Amended and Restated Registration Rights Agreement.]





 










 







	 	 	 	 	 
	2079517 ONTARIO LIMITED	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 






[This is a counterparty page to the Third Amended and Restated Registration Rights Agreement.]




 









 





	 	 	 	 	 
	TRIDENT ENERGY OPPORTUNITY,	 	 
	L.P., by its general partner, TRIDENT	 	 
	ENERGY OPPORTUNITY GP, INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 






[This is a counterparty page to the Third Amended and Restated Registration Rights Agreement.]





 









 








	 	 	 	 	 
	GOLDMAN SACHS & CO.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 






[This is a counterparty page to the Third Amended and Restated Registration Rights Agreement.]





 









 




EDGESTONE CAPITAL MEZZANINE FUND II, L.P.




	 	 	 
	 
	 	 
	By:

	 	Edgestone Capital Mezzanine II
	Partners, Inc., as general partner for and
on behalf of Edgestone Capital Mezzanine Fund II, L.P.
 
	 
	 	 
	By:
	 	 
	Name:

	 	 


	Title:
	 	 






	 	 	 
	 
	 	 
	By:

	 	Edgestone Capital Mezzanine
	Fund II Nominee, Inc., as nominee for and on
behalf of Edgestone Capital Mezzanine Fund II, L.P.
and its parallel investors
	 
	 	 
	By:
	 	 
	Name:

	 	 


	Title:
	 	 









[This is a counterparty page to the Third Amended and Restated Registration Rights Agreement.]





 









 








	 	 	 	 	 
	ALEXANDRA GLOBAL MASTER FUND, LTD.	 	 
	 
	 	 	 	 
	By:

	 	Alexandra Investment	 	 
	Management, LLC (as investment advisor)	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 






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	AMBER MASTER FUND (CAYMAN)	 	 
	SPC, on behalf of SEGREGATED	 	 
	PORTFOLIO X and SEGREGATED	 	 
	PORTFOLIO Y	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

Michel Brogard
	 	 
	Title:

	 	Director	 	 






[This is a counterparty page to the Third Amended and Restated Registration Rights Agreement.]





 









 








	 	 	 	 	 	 	 	 	 	 	 
	VIKING GLOBAL EQUITIES LP	 	 	 	VGE III PORTFOLIO LTD.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 






[This is a counterparty page to the Third Amended and Restated Registration Rights Agreement.]




 









 








	 	 	 	 	 
	ARBITER PARTNERS LP, by its general

partner, BROKEN CLOCK MANAGEMENT LLC	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

Paul J. Isaac
	 	 
	Title:

	 	Managing Director	 	 






[This is a counterparty page to the Third Amended and Restated Registration Rights Agreement.]





 









 








	 	 	 	 	 
	FIDUCIARY TRUST INTERNATIONAL COMPANY,
custodian for PAUL J. ISAAC	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 






[This is a counterparty page to the Third Amended and Restated Registration Rights Agreement.]




 









 








	 	 	 	 	 
	FRONTPOINT ENERGY HORIZONS FUND, L.P.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 






[This is a counterparty page to the Third Amended and Restated Registration Rights Agreement.]





 









 








	 	 	 	 	 
	DEEPHAVEN RELATIVE VALUE EQUITY TRADING, LTD.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 






[This is a counterparty page to the Third Amended and Restated Registration Rights Agreement.]





 









 








	 	 	 	 	 	 	 	 	 	 	 
	HOPLITE PARTNERS, L.P.	 	 	 	HOPLITE OFFSHORE FUND, LTD.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 






[This is a counterparty page to the Third Amended and Restated Registration Rights Agreement.]





 









 








	 	 	 	 	 
	STRATEGIC ENERGY FUND	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 






[This is a counterparty page to the Third Amended and Restated Registration Rights Agreement.]




 









 








	 	 	 	 	 	 	 	 	 	 	 
	TREATY OAK MASTER FUND, LP	 	 	 	TREATY OAK IRONWOOD, LTD.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	TREATY OAK ACORN FUND, LP	 	 	 	 	 	 
	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 	 	 






[This is a counterparty page to the Third Amended and Restated Registration Rights Agreement.]





 










 





	 	 	 	 	 
	CHILTON NEW ERA INTERNATIONAL, L.P.
	 
	 	 
	By: Chilton Investment Company LLC,
	General Partner
	 
	 	 
	By:
	 	 
	Name:

	 	 

	 
	Title:
	 	 
	 
	 	 
	CHILTON SMALL CAP INTERNATIONAL, L.P.
	 
	 	 
	By: Chilton Investment Company LLC,
	General Partner
	 
	 	 
	By:
	 	 
	Name:

	 	 


	Title:
	 	 
	 
	 	 
	CHILTON GLOBAL
NATURAL RESOURCES

PARTNERS, L.P.
	 
	 	 
	By: Chilton Investment Company LLC,
	General Partner
	 
	 	 
	By:
	 	 
	Name:

	 	 


	Title:
	 	 
	 
	 	 
	CHILTON INTERNATIONAL, L.P.
	 
	 	 
	By: Chilton Investment Company LLC,
	General Partner
	 
	 	 
	By:
	 	 
	Name:

	 	 


	Title:
	 	 






	 	 	 
	CHILTON NEW ERA PARTNERS, L.P.
	 
	 	 
	By: Chilton Investment Company LLC,
	General Partner
	 
	 	 
	By:
	 	 
	Name:

	 	 


	Title:
	 	 
	 
	 	 
	CHILTON SMALL CAP PARTNERS, L.P.
	 
	 	 
	By: Chilton Investment Company LLC,
	General Partner
	 
	 	 
	By:
	 	 
	Name:

	 	 


	Title:
	 	 
	 
	 	 
	CHILTON QP INVESTMENT
PARTNERS, L.P.
	 
	 	 
	By: Chilton Investment Company LLC,
	General Partner
	 
	 	 
	By:
	 	 
	Name:

	 	 


	Title:
	 	 
	 
	 	 
	CHILTON INVESTMENT PARTNERS,
L.P.
	 
	 	 
	By: Chilton Investment Company LLC,
	General Partner
	 
	 	 
	By:
	 	 
	Name:

	 	 


	Title:
	 	 






 








[This
is a counterparty page to the Third Amended and Restated Registration
Rights Agreement.]


 









 





	 	 	 	 	 
	CHILTON OPPORTUNITY TRUST, L.P.	 	 
	 
	 	 	 	 
	By: Chilton Investment Company LLC,	 	 
	General Partner	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	CHILTON OPPORTUNITY INTERNATIONAL, L.P.	 	 
	 
	 	 	 	 
	By: Chilton Investment Company LLC,	 	 
	General Partner	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 






	 	 	 	 	 
	CHILTON GLOBAL PARTNERS, L.P.	 	 
	 
	 	 	 	 
	By: Chilton Investment Company LLC,	 	 
	General Partner	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 








[This
is a counterparty page to the Third Amended and Restated Registration
Rights Agreement.]




 









 





	 	 	 	 	 
	BLACKROCK, INC. on behalf of	 	 
	ALL-CAP ENERGY HEDGE FUND LLC	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	BLACKROCK, INC. on behalf of	 	 
	RAYTHEON MASTER PENSION TRUST #2 ALL CAP ENERGY ACCOUNT	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	BLACKROCK, INC. on behalf of	 	 
	RAYTHEON MASTER PENSION TRUST ALL CAP ENERGY ACCOUNT	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	BLACKROCK, INC. on behalf of	 	 
	RAYTHEON COMBINED DB/DC MASTER TRUST ENERGY HEDGE ACCOUNT	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	BLACKROCK, INC. on behalf of	 	 
	UNIVERSITY OF TEXAS GENERAL ENDOWMENT FUND ALL CAP ENERGY PORTFOLIO	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 






	 	 	 	 	 
	BLACKROCK, INC. on behalf of	 	 
	EDISON SOURCES LTD.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	BLACKROCK, INC. on behalf of	 	 
	RAYTHEON COMBINED DB-DC MASTER TRUST ALL CAP ENERGY	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	BLACKROCK, INC. on behalf of	 	 
	RAYTHEON MASTER PENSION TRUST ENERGY HEDGE ACCOUNT	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	BLACKROCK, INC. on behalf of	 	 
	SSR ENERGY AND NATURAL RESOURCES HEDGE FUND LLC	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	BLACKROCK, INC. on behalf of	 	 
	UNIVERSITY OF TEXAS PERMANENT UNIVERSITY FUND ALL CAP ENERGY PORTFOLIO	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 








[This
is a counterparty page to the Third Amended and Restated Registration
Rights Agreement.]




 









 





	 	 	 	 	 
	MAGNETAR CAPITAL MASTER FUND, LTD.	 	 
	 
	 	 	 	 
	By:

	 	Magnetar Financial LLC, its
	 	 
	 

	 	Investment Manager	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:

	 	Paul Smith	 	 
	Title:

	 	General Counsel	 	 





[This
is a counterparty page to the Third Amended and Restated Registration
Rights Agreement.]




 









 





	 	 	 
	 

	 	 
	Witness as to the signature of Jon Baker

	 	JON BAKER
	 
	 	 
	 

	 	 
	Witness as to the signature of Rich Meli

	 	RICH MELI
	 
	 	 
	 

	 	 
	Witness as to the signature of Steven J. Buchanan

	 	STEVEN J. BUCHANAN





[This
is a counterparty page to the Third Amended and Restated Registration
Rights Agreement.]





 









 








SCHEDULE “A”




ADDRESSES FOR NOTICE



The addresses and facsimile number for delivery of notices hereunder of each of the parties to
this Agreement shall be as follows:




if to TRC:



Trident Resources Corp.

1000, 444-7 Avenue SW

Calgary, Alberta T2P 0X8

Attention: President

Facsimile: (403) 668-5805



With copies to:



Blake, Cassels & Graydon LLP

855 — 2nd Street S.W., Suite 3500

Calgary, Alberta T2P 4J8

Attention: John Eamon

Facsimile: (403) 262-9700



Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Attention: Andrew Foley

Facsimile: (212) 737-3990




if to Jon Baker:



1000, 444-7 Avenue SW

Calgary, Alberta T2P 0X8

Attention: Jon Baker

Facsimile: (403) 668-5805




 









 








if to Rich Meli:



1000, 444-7 Avenue SW

Calgary, Alberta T2P 0X8

Attention: Rich Meli

Facsimile: (403) 668-5805




if to Steven Buchanan:



400 Snowmass Circle

Superior, CO 80027

Attention: Steven Buchanan

Facsimile: (203) 304.2122




if to Aurora Energy Partners, L.P.:



Aurora Energy Partners, L.P.

c/o Argue Pearson Harbison & Myers, LLP

10 W. Broadway, Suite 500

Salt Lake City, UT 84101

Attention: Eric W. Pearson

Facsimile: (801) 519-0400




if to The Charles S. McNeil Family Trust:



The Charles S. McNeil Family Trust

Attention: Charles S. McNeil, Investment Trustee

c/o Alaska Trust Company

1029 West Third Avenue, Suite 510

Anchorage, AK 99501

Fax No: (907) 258-1649




54









 








if to The McNeil Family Irrevocable GST Trust:



Wyoming Bank & Trust

5827 Yellowstone Road

Cheyenne, WY 82009

Attention: Michael E. Bohl, Trustee

Facsimile: (307) 632-7850




if to Clery SARL, at



Clery SARL

c/o Ospraie Management, L.P.

Tudor Investment Corp.

780 — 3rd Avenue, 42nd Floor

New York, NY 10017

Attention: Eric Vincent

Facsimile: (203) 552-6235



with copies to:



Clery Sari

9, rue Schiller, L-2519 Luxembourg

Tel: +352.47.23.23 (general)

Tel: +352.47.23.23.224 (direct)

Fax: +352.47.24.73




if to 981443 Alberta Ltd, General Partner of Trident Exploration Limited Partnership:



981443
Alberta Ltd., General Partner of Trident 
Exploration Limited Partnership

c/o Trident Exploration Corp.

1000, 444-7 Avenue SW

Calgary, Alberta T2P 0X8

Attention: President

Facsimile: (403) 668-5805




55









 








if to 981443 Alberta Ltd, General Partner of Trident Exploration (2003) Limited Partnership I:



981443 Alberta Ltd, General Partner of Trident 
Exploration (2003) Limited
Partnership I

Trident Exploration Corp.

1000, 444-7 Avenue SW

Calgary, Alberta T2P 0X8

Attention: President

Facsimile: (403) 668-5805




if to 981443 Alberta Ltd, General Partner of Trident Exploration (2005) Limited Partnership I:



981443 Alberta Ltd., General Partner of Trident 
Exploration (2005) Limited
Partnership I

c/o Trident Exploration Corp.

1000, 444-7 Avenue SW

Calgary, Alberta T2P 0X8

Attention: President

Facsimile: (403) 668-5805




if to 981443 Alberta Ltd, General Partner of Trident Exploration (2005) Limited Partnership II:



981443 Alberta Ltd, General Partner of Trident 
Exploration (2005) Limited
Partnership II

Trident Exploration Corp.

1000, 444-7 Avenue SW

Calgary, Alberta T2P 0X8

Attention: President

Facsimile: (403) 668-5805




56









 








	 	 	 	 	 
	if to Natural Resources Portfolio of The Prudential Sector Funds, Inc.:
	 
	 	 	 	 
	 	 	Natural Resources Portfolio of The Prudential Sector Funds, Inc.
	 	 	c/o Jennison Associates LLC
	 	 	466 Lexington Avenue, 18th Floor
	 	 	New York, NY 10017
	 	 	Attention: David Kiefer
	 	 	Facsimile: (212) 682-3190
	 
	 	 	 	 
	 	 	with copies to:
	 
	 	 	 	 
	 	 	Natural Resources Portfolio of The Prudential Sector Funds, Inc.
	 	 	c/o Jennison Associates LLC
	 	 	466 Lexington Avenue, 18th Floor
	 	 	New York, NY 10017
	 

	 	Attention:
	 	Monica Sherer,
	 

	 	 	 	Vice President and Corporate Counsel
	 

	 	Facsimile:
	 	(212)682-9831
	 
	 	 	 	 
	if to Jennison Utility Fund:
	 
	 	 	 	 
	 	 	Jennison Utility Fund
	 	 	c/o Jennison Associates LLC
	 	 	466 Lexington Avenue, 18th Floor
	 	 	New York, NY 10017
	 	 	Attention: Shaun Hong
	 	 	Facsimile: (212) 682-0149
	 
	 	 	 	 
	 	 	with copies to:
	 
	 	 	 	 
	 	 	Jennison Utility Fund
	 	 	Jennison Associates LLC
	 	 	466 Lexington Avenue, 18th Floor
	 	 	New York, NY 10017
	 

	 	Attention:
	 	Monica Sherer
	 

	 	 	 	Vice President and Corporate Counsel
	 

	 	Facsimile:
	 	(212)682-9831






57









 






	 	 	 	 	 
	if to Jennison Natural Resources Fund, Inc.:
	 
	 	 	 	 
	 	 	Jennison Natural Resources Fund, Inc.
	 	 	c/o Jennison Associates LLC
	 	 	466 Lexington Avenue, 18th Floor
	 	 	New York, NY 10017
	 	 	Attention: David Kiefer
	 	 	Facsimile: (212) 682-3190
	 
	 	 	 	 
	 	 	with copies to:
	 
	 	 	 	 
	 	 	Jennison Natural Resources Fund, Inc.
	 	 	c/o Jennison Associates LLC
	 	 	466 Lexington Avenue, 18th Floor
	 	 	New York, NY 10017
	 

	 	Attention:
	 	Monica Sherer,
	 

	 	 	 	Vice President and Corporate Counsel
	 

	 	Facsimile:
	 	(212)682-9831
	 
	 	 	 	 
	if to Jennison Value Fund:
	 
	 	 	 	 
	 	 	Jennison Value Fund
	 	 	c/o Jennison Associates LLC
	 	 	466 Lexington Avenue, 18th Floor
	 	 	New York, NY 10017
	 	 	Attention: David Kiefer
	 	 	Facsimile: (212) 682-3190
	 
	 	 	 	 
	 	 	with copies to:
	 
	 	 	 	 
	 	 	Jennison Value Fund
	 	 	c/o Jennison Associates LLC
	 	 	466 Lexington Avenue, 18th Floor
	 	 	New York, NY 10017
	 

	 	Attention:
	 	Monica Sherer
	 

	 	 	 	Vice President and Corporate Counsel
	 

	 	Facsimile:
	 	(212)682-9831






58









 






	 	 	 	 	 
	if to Value Portfolio of The Prudential Series Fund, Inc.:
	 
	 	 	 	 
	 	 	Value Portfolio of The Prudential Series Fund, Inc.
	 	 	c/o Jennison Associates LLC
	 	 	466 Lexington Avenue, 18th Floor
	 	 	New York, NY 10017
	 	 	Attention: David Kiefer
	 	 	Facsimile: (212) 682-3190
	 
	 	 	 	 
	 	 	with copies to:
	 
	 	 	 	 
	 	 	Value Portfolio of The Prudential Series Fund, Inc.
	 	 	c/o Jennison Associates LLC
	 	 	466 Lexington Avenue, 18th Floor
	 	 	New York, NY 10017
	 

	 	Attention:
	 	Monica Sherer
	 

	 	 	 	Vice President and Corporate Counsel
	 

	 	Facsimile:
	 	(212)682-9831
	 
	 	 	 	 
	if to Samsung Life Investment (America), Ltd.:
	 
	 	 	 	 
	 	 	Samsung Life Investment (America), Ltd.
	 	 	c/o Jennison Associates LLC
	 	 	466 Lexington Avenue, 18th Floor
	 	 	New York, NY 10017
	 	 	Attention: David Kiefer
	 	 	Facsimile: (212) 682-3190
	 
	 	 	 	 
	 	 	with copies to:
	 
	 	 	 	 
	 	 	Samsung Life Investment (America), Ltd.
	 	 	c/o Jennison Associates LLC
	 	 	466 Lexington Avenue, 18th Floor
	 	 	New York, NY 10017
	 

	 	Attention:
	 	Monica Sherer,
	 

	 	 	 	Vice President and Corporate Counsel
	 

	 	Facsimile:
	 	(212)682-9831






59









 






	 	 	 	 	 
	if to RFG Private Equity Limited Partnership No. 1B:
	 
	 	 	 	 
	 	 	RFG Private Equity Limited Partnership No. 1B
	 	 	30th Floor, One Lombard Place
	 	 	Winnipeg, Manitoba R3B 0Y1
	 	 	Attention: Secretary
	 	 	Facsimile: (204) 942-6339
	 
	 	 	 	 
	if to RFG Private Equity Limited Partnership No. 1C:
	 
	 	 	 	 
	 	 	RFG Private Equity Limited Partnership No. 1C
	 	 	30th Floor, One Lombard Place
	 	 	Winnipeg, Manitoba R3B 0Y1
	 	 	Attention: Secretary
	 	 	Facsimile: (204) 942-6339
	 
	 	 	 	 
	if to Blackstone Mezzanine Partners L.P.:
	 
	 	 	 	 
	 	 	Blackstone Mezzanine Partners L.P.
	 	 	345 Park Avenue
	 	 	New York, New York 10154
	 

	 	Attention:
	 	Salvatore Gentile or his authorized representative
	 

	 	Facsimile:
	 	(212) 583-5482
	 
	 	 	 	 
	if to Blackstone Mezzanine Holdings L.P.:
	 
	 	 	 	 
	 	 	Blackstone Mezzanine Holdings L.P.
	 	 	345 Park Avenue
	 	 	New York, New York 10154
	 

	 	Attention:
	 	Salvatore Gentile or his authorized representative
	 

	 	Facsimile:
	 	(212) 583-5482







60










 







if to TD Capital Mezzanine Partners (QLP) L.P.:



TD Capital Mezzanine Partners (QLP) L.P.

c/o TD Capital Mezzanine Partners

TD Tower

66 Wellington Street West, 10th Floor

Toronto, ON M5K 1A2

Attention: Ian Kidson

Facsimile: (416) 983-6817




if to The Toronto-Dominion Bank:



The Toronto-Dominion Bank

c/o TD Capital Mezzanine Partners

TD Tower

66 Wellington Street West, 10th Floor

Toronto, ON M5K 1A2

Attention: Ian Kidson

Facsimile: (416) 983-6817




if to Toronto Dominion Investments, Inc.:



Toronto Dominion Investments, Inc.

c/o TD Capital Mezzanine Partners

TD Tower

66 Wellington Street West, 10th Floor

Toronto, ON M5K 1A2

Attention: Ian Kidson

Facsimile: (416) 983-6817




if to TD Capital Mezzanine Partners (Non-QLP) L.P.:



TD Capital Mezzanine Partners (Non-QLP) L.P.

c/o TD Capital Mezzanine Partners

TD Tower

66 Wellington Street West, 10th Floor

Toronto, ON M5K 1A2

Attention: Ian Kidson

Facsimile: (416) 983-6817




61









 








if to Perry Partners International, Inc.:



Perry Capital

599 Lexington Avenue

New York, NY 10022

Attention: Jon Kratz / Joe Leitao

Facsimile: (212) 583-4099




if to Auda Classic P.L.C.:



Perry Capital

599 Lexington Avenue

New York, NY 10022

Attention: Jon Kratz / Joe Leitao

Facsimile: (212) 583-4099




if to Perry Partners L.P.:



Perry Capital

599 Lexington Avenue

New York, NY 10022

Attention: Jon Kratz / Joe Leitao

Facsimile: (212) 583-4099




62









 





if to Prudential Capital Partners, L.P.:



Prudential Capital Partners, L.P.

c/o Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201

Attention: Managing Director

Facsimile: (214) 720-6299



with copies to:



Prudential Capital Partners, L.P.

c/o Prudential Capital Group

Two Prudential Plaza, Suite 5600

180 North Stetson Street

Chicago, IL 60601

Attention: Robert Scavone

Facsimile: (312) 540-4219




if to Prudential Capital Partners Management Fund, L.P.:



Prudential Capital Partners Management Fund, L.P.

c/o Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201

Attention: Managing Director

Facsimile: (214) 720-6299



with copies to:



Prudential Capital Partners Management Fund, L.P.

c/o Prudential Capital Group

Two Prudential Plaza, Suite 5600

180 North Stetson Street

Chicago, IL 60601

Attention: Robert Scavone

Facsimile: (312) 540-4219




63









 








if to BTR Global Arbitrage Trading Limited:



Salida Capital Corp.

2 Bloor Street West

Suite 2700

Toronto, Ontario M4W 3E2

Attention: Dan Hodgkiss

Facsimile: (416) 849-2547




if to BTR Global Opportunity Trading Limited:



Salida Capital Corp.

2 Bloor Street West

Suite 2700

Toronto, Ontario M4W 3E2

Attention: Dan Hodgkiss

Facsimile: (416) 849-2547




if to Samsung Life Investment (America), Ltd.:



Samsung Life Investment (America), Ltd.

c/o Jennison Associates LLC

466 Lexington Avenue, 18th Floor

New York, NY 10017

Attention: Leigh Goehring

Facsimile: (212) 682-9831



with copies to:



Samsung Life Investment (America), Ltd.

c/o Jennison Associates LLC

466 Lexington Avenue, 18th Floor

New York, NY 10017

Attention: Monica Sherer,



 Vice President and Corporate Counsel



Facsimile: (212) 682-9831




64









 








if to D.E. Shaw Laminar Portfolios, LLC:



D.E. Shaw Laminar Portfolios, LLC

120 West 45th Street, 39th Floor

New York, NY 10036

Attention: Maureen Knoblauch

Facsimile: (212) 845-1628




if to 2079517 Ontario Ltd.:



2079517 Ontario Ltd.

One University Avenue, Suite 700

Toronto, Ontario M5J 2P1

Attention: Mary Chang

Facsimile: (416) 361-5042




if to Trident Energy Opportunity, L.P.:



Trident Energy Opportunity, L.P.

400 Snowmass Circle

Superior, CO 80027

Attention: Steven Buchanan

Facsimile: (720) 304-2122



With copies to:



Orrick, Herrigton & Sutcliffe, LLP

405 Howard Street

San Francisco, CA 84105-2669

Attention: Gustav Eriksson

Facsimile: (415) 773-5759




if to Goldman Sachs & Co.:



Goldman Sachs & Co.

GS E&P Capital

1000 Louisiana, Suite 500

Houston, TX 77002

Attention: Kurt Talbot

Facsimile: (713) 658-2603





65









 






With copies to:



Goldman Sachs & Co.

Multistraties Group Operations

85 Broad Street

New York, NY 10004

Attention: Sabrina Ovadya

Facsimile: (212) 902-7470



if to Edgestone Capital Mezzanine Fund, L.P.:



Edgestone Capital Mezzanine Fund, L.P.

c/o Edgestone Capital Partners

The Exchange Tower

130 King Street West, Suite 600

Toronto, ON M5X 1A6

Attention: Romeo Leemrijse

Facsimile: (416) 860-9838



if to Alexandra Global Master Fund, Ltd.:



Alexandra Global Master Fund, Ltd.

767 Third Avenue, 39th Floor

New York, New York 10017

Attention: Allan Hong and Steve Turner

Facsimile: (212) 301-1810




66









 







if to Cheyne Special Situations Investments S.á.r.l.:



12, rue Leon Thyes

L-2636 Luxembourg

Attention: John Heywood

Facsimile: (011) 362.42.64.43



With copies to:



BisysHedge Fund Services (Ireland) Limited

4th Floor, Block A

George’s Quay, Dublin 2 Ireland

Attention: Bart Zech

Facsimile: (011) 353.1672.5361



if to TCW Energy Fund X-NL, L.P.:



c/o TCW Asset Management Company

Three Allen Center

333 Clay Street, Suite 4150

Houston, TX 77002

Attention: Patrick Hickey

Facsimile: (713) 615-7460



With copies to:



Trust Company of the West

865 S. Figueroa Street, Suite 2100

Los Angeles, CA 90017

Attention: Arthur Carlson

Facsimile: (13) 244-0604



if to TCW Energy Fund XB-NL, L.P.:



c/o TCW Asset Management Company

Three Allen Center

333 Clay Street, Suite 4150

Houston, TX 77002

Attention: Patrick Hickey

Facsimile: (713) 615-7460




67









 







With copies to:



Trust Company of the West

865 S. Figueroa Street, Suite 2100

Los Angeles, CA 90017

Attention: Arthur Carlson

Facsimile: (13) 244-0604



if to TCW Energy Fund XC-NL, L.P.:



c/o TCW Asset Management Company

Three Allen Center

333 Clay Street, Suite 4150

Houston, TX 77002

Attention: Patrick Hickey

Facsimile: (713) 615-7460



With copies to:



Trust Company of the West

865 S. Figueroa Street, Suite 2100

Los Angeles, CA 90017

Attention: Arthur Carlson

Facsimile: (13) 244-0604



if to TCW Energy Fund XD-NL, L.P.:



c/o TCW Asset Management Company

Three Allen Center

333 Clay Street, Suite 4150

Houston, TX 77002

Attention: Patrick Hickey

Facsimile: (713) 615-7460



With copies to:



Trust Company of the West

865 S. Figueroa Street, Suite 2100

Los Angeles, CA 90017

Attention: Arthur Carlson

Facsimile: (13) 244-0604




68









 







if to Trust Company of the West as Sub-Custodian under the
Amended and Restated Investment Management and Custody
Agreement Dated as of December 3, 2003, among Ensign Peak
Advisors, Inc., TWC Asset Management Company and Trust
Company of the West:



c/o TCW Asset Management Company

Three Allen Center

333 Clay Street, Suite 4150

Houston, TX 77002

Attention: Patrick Hickey

Facsimile: (713) 615-7460



With copies to:



Trust Company of the West

865 S. Figueroa Street, Suite 2100

Los Angeles, CA 90017

Attention: Arthur Carlson

Facsimile: (13) 244-0604



if to Trust Company of the West as Sub-Custodian under the
Amended and Restated Investment Management and Custody
Agreement Dated as of December 11, 2003, among Harry L.
Bradley, Jr. Partition Trust, Harry L. Bradley, Jr. Trust, Jane
Bradley Uihlien Pettit Partition Trust, Jane Bradley Uihlien
Trust, TWC Asset Management Company and Trust Company
of the West:



c/o TCW Asset Management Company

Three Allen Center

333 Clay Street, Suite 4150

Houston, TX 77002

Attention: Patrick Hickey

Facsimile: (713) 615-7460



With copies to:



Trust Company of the West

865 S. Figueroa Street, Suite 2100

Los Angeles, CA 90017

Attention: Arthur Carlson

Facsimile: (13) 244-0604




69









 







if to Amber Master Fund (Cayman) SPC:



Amber Master Fund (Cayman) SPC, on behalf of

Segregated Portfolio X and Segregated Portfolio Y

c/o Amber Capital Investment Management

600 Lexington Avenue, 34th Floor

New York, New York 10022

Attention: Ted Kim

Facsimile: (212) 340-7350



if to Viking Global Equities LP:



Viking Global Equities LP

c/o Viking Global Investors LP

55 Railroad Avenue

Greenwich, CT 06830

Attention: Lee Mysel

Facsimile: (203) 625-8705



if to VGE III Portfolio Ltd.:



VGE III Portfolio Ltd.

c/o Viking Global Investors LP

55 Railroad Avenue

Greenwich, CT 06830

Attention: Lee Mysel

Facsimile: (203) 625-8705



if to Arbiter Partners LP:



Arbiter Partners LP

c/o Cadogen Management, L.L.C.

149 Fifth Avenue, 15th Floor

New York, NY 10010

Attention: Matt Jenel

Facsimile: (212) 585-1620




70









 







if to Fiduciary Trust International Company, custodian for Paul J. Isaac:



Fiduciary Trust International Company, custodian for Paul J. Isaac

75 Prospect Avenue

Larchmont, NY 10538

Attention: Paul J. Isaac

Facsimile: (212) 327-4798



if to Hoplite Partners, L.P.:



Hoplite Partners, L.P.

810 Seventh Avenue

New York, NY 10019

Attention: Jonathan Herr

Facsimile: (646) 428-0901



if to Hoplite Offshore Fund, Ltd.:



Hoplite Offshore Fund, Ltd.

810 Seventh Avenue

New York, NY 10019

Attention: Jonathan Herr

Facsimile: (646) 428-0901



if to Treaty Oak Ironwood, Ltd.:



Treaty Oak Ironwood, Ltd.

c/o Treaty Oak Capital Management, LP

301 Congress Avenue, Suite 520

Austin, TX 78701

Attention: Jennifer Ward

Facsimile: (512) 236-1444




71









 







if to Treaty Oak Master Fund, LP:



Treaty Oak Master Fund, LP

c/o Treaty Oak Capital Management, LP

301 Congress Avenue, Suite 520

Austin, TX 78701

Attention: Jennifer Ward

Facsimile: (512) 236-1444



if to Treaty Oak Acorn Fund, LP:



Treaty Oak Acorn Fund, LP

c/o Treaty Oak Capital Management, LP

301 Congress Avenue, Suite 520

Austin, TX 78701

Attention: Jennifer Ward

Facsimile: (512) 236-1444



if to FrontPoint Energy Horizons Fund, L.P.:



FrontPoint Energy Horizons Fund, L.P.

Two Greenwich Plaza

Greenwich, CT 06830

Attention: Arthur Lev

Facsimile: (203) 622-5450



if to Deephaven Relative Value Equity Trading, Ltd.



Deephaven Relative Value Equity Trading, Ltd.

130 Cheshire Lane, Suite 102

Minnetokna, MN 55305

Attention: Deb Roesler

Facsimile: (952) 249-5399




72









 







if to Chilton New Era International, L.P.:



Chilton New Era International, L.P.

c/o Chilton Investment Company

1266 East Main Street, 7th Floor

Stamford, CT 06902

Attention: General Counsel

Facsimile: (203) 352-4006



if to Chilton New Era Partners, L.P.:



Chilton New Era Partners, L.P.

c/o Chilton Investment Company

1266 East Main Street, 7th Floor

Stamford, CT 06902

Attention: General Counsel

Facsimile: (203) 352-4006



if to Chilton Small Cap International, L.P.:



Chilton Small Cap International, L.P.

c/o Chilton Investment Company

1266 East Main Street, 7th Floor

Stamford, CT 06902

Attention: General Counsel

Facsimile: (203) 352-4006



if to Chilton Small Cap Partners, L.P.:



Chilton Small Cap Partners, L.P.

c/o Chilton Investment Company

1266 East Main Street, 7th Floor

Stamford, CT 06902

Attention: General Counsel

Facsimile: (203) 352-4006




73









 







if to Chilton Opportunity International, L.P.:



Chilton Opportunity International, L.P.

c/o Chilton Investment Company

1266 East Main Street, 7th Floor

Stamford, CT 06902

Attention: General Counsel

Facsimile: (203) 352-4006



if to Chilton Global Partners, L.P.:



Chilton Global Partners, L.P.

c/o Chilton Investment Company

1266 East Main Street, 7th Floor

Stamford, CT 06902

Attention: General Counsel

Facsimile: (203) 352-4006



if to Chilton Global Natural Resources Partners, L.P.:



Chilton Global Natural Resources Partners, L.P.

c/o Chilton Investment Company

1266 East Main Street, 7th Floor

Stamford, CT 06902

Attention: General Counsel

Facsimile: (203) 352-4006



if to Chilton QP Investment Partners, L.P.:



Chilton QP Investment Partners, L.P.

c/o Chilton Investment Company

1266 East Main Street, 7th Floor

Stamford, CT 06902

Attention: General Counsel

Facsimile: (203) 352-4006




74









 







if to Chilton International, L.P.:



Chilton International, L.P.

c/o Chilton Investment Company

1266 East Main Street, 7th Floor

Stamford, CT 06902

Attention: General Counsel

Facsimile: (203) 352-4006



if to Chilton Investment Partners, L.P.:



Chilton Investment Partners, L.P.

c/o Chilton Investment Company

1266 East Main Street, 7th Floor

Stamford, CT 06902

Attention: General Counsel

Facsimile: (203) 352-4006



if to Chilton Opportunity Trust, L.P.:



Chilton Opportunity Trust, L.P.

c/o Chilton Investment Company

1266 East Main Street, 7th Floor

Stamford, CT 06902

Attention: General Counsel

Facsimile: (203) 352-4006



if to Strategic Energy Fund:



Strategic Energy Fund

130 King Street West, Suite 2850

Toronto, ON M5X 1A4

Attention: William Seto

Facsimile: (416) 364-2398




75









 







if to All-Cap Energy Hedge Fund LLC:



c/o Blackrock, Inc.

One Financial Center

Boston, MA 02111

Attention: James F. Desmarais

Facsimile: (671) 988-7243



if to Edison Sources Ltd:



c/o Blackrock, Inc.

One Financial Center

Boston, MA 02111

Attention: James F. Desmarais

Facsimile: (671) 988-7243



if to Raytheon Master Pension Trust #2 All Cap Energy Account:



c/o Blackrock, Inc.

One Financial Center

Boston, MA 02111

Attention: James F. Desmarais

Facsimile: (671) 988-7243



if to Raytheon Combined DB-DC Master Trust All Cap Energy:



c/o Blackrock, Inc.

One Financial Center

Boston, MA 02111

Attention: James F. Desmarais

Facsimile: (671) 988-7243



if to Raytheon Master Pension Trust All Cap Energy Account:



c/o Blackrock, Inc.

One Financial Center

Boston, MA 02111

Attention: James F. Desmarais

Facsimile: (671) 988-7243




76









 








if to Raytheon Master Pension Trust Energy Hedge Account:



c/o Blackrock, Inc.

One Financial Center

Boston, MA 02111

Attention: James F. Desmarais

Facsimile: (671) 988-7243



if to Raytheon Combined DB/DC Master Trust Energy Hedge Account:



c/o Blackrock, Inc.

One Financial Center

Boston, MA 02111

Attention: James F. Desmarais

Facsimile: (671) 988-7243



if to SSR Energy and Natural Resources Hedge Fund LLC:



c/o Blackrock, Inc.

One Financial Center

Boston, MA 02111

Attention: James F. Desmarais

Facsimile: (671) 988-7243



if to University of Texas General Endowment Fund All Cap Energy Portfolio:



c/o Blackrock, Inc.

One Financial Center

Boston, MA 02111

Attention: James F. Desmarais

Facsimile: (671) 988-7243




77









 







if to University of Texas Permanent University Fund All Cap Energy Portfolio:



c/o Blackrock, Inc.

One Financial Center

Boston, MA 02111

Attention: James F. Desmarais

Facsimile: (671) 988-7243



if to Magnetar Capital Master Fund, Ltd.:



Magnetar Financial LLC

1603 Orrington Avenue, 13th Floor

Evenston, IL 60201

Attention: Doug Litowitz

Facsimile: (847) 905-5685




78









 








SCHEDULE “B”




STOCKHOLDER UNDERTAKING





			
	TO:	 	Trident Resources Corp. (“TRC”), the TRC Holders and the TEC Shareholders, as
defined in the registration rights agreement made as of January [ ], 2006 (the “Third
Amended & Restated Registration Rights Agreement”).





               WHEREAS the undersigned has been issued or is the transferee of TRC Common Stock;



               AND WHEREAS capitalized words and phrases used herein that are not otherwise defined shall
have the meanings attributed to them in the Registration Rights Agreement.



               NOW THEREFORE, for good and valuable consideration, the undersigned hereby:



               (a) acknowledges receipt of a copy of the Registration Rights Agreement;



               (b) acknowledges and agrees that, by executing this undertaking and delivering it to TRC, the
undersigned is deemed to be a party to the Registration Rights Agreement; and



               (c) agrees to perform all obligations and to be subject to all restrictions which may be
applicable to the undersigned as a TRC Holder under the terms of the Registration Rights Agreement.



               THIS UNDERTAKING executed effective the                      day of                                         , 200___.



	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Address for Notices:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Facsimile No: