exv10w33



 










Exhibit 10.33




TRIDENT RESOURCES CORP.




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TRIDENT EXPLORATION CORP.




-and-




THE SHAREHOLDERS AND OPTIONHOLDERS OF

TRIDENT EXPLORATION CORP.

THAT ARE SIGNATORIES HERETO




 




 


AMENDED AND RESTATED EXCHANGE RIGHTS AGREEMENT

 





 




 




 




This Agreement is dated June 1, 2006 and amends and restates in its entirety the Exchange

Rights Agreement dated December 4, 2003











 



 




TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 
	 	 	 	 
	ARTICLE 1	 	 	 	 
	DEFINITIONS AND INTERPRETATION	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	1.1	 	 	Definitions

	 	 	1	 
	 	1.2	 	 	References and Headings

	 	 	5	 
	 	1.3	 	 	Statutory References

	 	 	5	 
	 	1.4	 	 	Conflicts

	 	 	5	 
	 	1.5	 	 	Computation of Time Periods

	 	 	5	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 2	 	 	 	 
	EXCHANGE RIGHT	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	2.1	 	 	Grant and Ownership of the Exchange Right

	 	 	6	 
	 	2.2	 	 	General Exercise of Exchange Right

	 	 	6	 
	 	2.3	 	 	Exchange Consideration

	 	 	6	 
	 	2.4	 	 	Adjustment

	 	 	6	 
	 	2.5	 	 	Exercise Instructions

	 	 	7	 
	 	2.6	 	 	Delivery of Exchange Consideration; Effect of Exercise

	 	 	8	 
	 	2.7	 	 	Stamp or Other Transfer Taxes

	 	 	9	 
	 	2.8	 	 	Reservation of TRC Common Stock

	 	 	9	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 3	 	 	 	 
	NEW SHAREHOLDERS	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	3.1	 	 	Party to Agreement

	 	 	9	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 4	 	 	 	 
	TERMINATION	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	4.1	 	 	Termination

	 	 	10	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 5	 	 	 	 
	GENERAL	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	5.1	 	 	Waiver, Amendment

	 	 	10	 
	 	5.2	 	 	New Parties

	 	 	10	 
	 	5.3	 	 	Notices

	 	 	10	 
	 	5.4	 	 	Time of Essence

	 	 	10	 
	 	5.5	 	 	Gender and Number

	 	 	11	 
	 	5.6	 	 	Further Assurances

	 	 	11	 
	 	5.7	 	 	Invalidity of Provisions

	 	 	11	 
	 	5.8	 	 	Entire Agreement; Termination of Prior Agreements

	 	 	11	 
	 	5.9	 	 	Governing Law

	 	 	11	 
	 	5.10	 	 	Counterparts

	 	 	11	 
	 	5.11	 	 	Successors and Assigns

	 	 	12	 
	 	5.12	 	 	Independent Advice

	 	 	13	 






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AMENDED AND RESTATED EXCHANGE RIGHTS AGREEMENT



THIS AGREEMENT dated as of June 1, 2006 and amends and restates in its entirety the Exchange Rights
Agreement made as of the 4th day of December, 2003.



AMONG:





	 	 	 	TRIDENT RESOURCES CORP., a corporation existing under the laws of
the State of Delaware (“TRC”)	 





-and-





	 	 	 	TRIDENT EXPLORATION CORP., an unlimited liability company existing
under the laws of the Province of Nova Scotia (“TEC”)	 





-and-





	 	 	 	THE SHAREHOLDERS AND OPTIONHOLDERS OF TRIDENT EXPLORATION CORP. THAT
ARE SIGNATORIES HERETO	 




BACKGROUND:





	1.	 	TRC granted to and in favour of the Third Party TEC Common Shareholders the right to require
TRC to issue shares of TRC Common Stock in exchange for all or any part of the Third Party TEC
Common Shares held by the Third Party TEC Common Shareholders in the Exchange Rights
Agreement.
	 
	2.	 	TRC has agreed to grant to and in favour of the Optionholders who become party to this
Agreement, the right to require TRC to issue shares of TRC Common Stock in exchange for all or
any part of the Vested Options held by the Optionholders.
	 
	3.	 	As a result of the above, the parties to the Exchange Rights Agreement wish to amend and
restate the terms of such agreement.





          NOW THEREFORE in consideration of the respective covenants and agreements provided in this
Agreement and for other good and valuable consideration (the receipt and sufficiency of which are
hereby acknowledged), the parties agree as follows:




ARTICLE 1

DEFINITIONS AND INTERPRETATION





	1.1	 	Definitions
	 
	 	 	In this Agreement, the following terms shall have the following meanings:










 



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	 	 	“Agreement” means this amended and restated exchange rights agreement as amended,
supplemented or modified from time to time.
	 
	 	 	“Applicable Number” has the meaning attributed to it in Section 2.3.
	 
	 	 	“Board of Directors” means the board of directors of TRC.
	 
	 	 	“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.
	 
	 	 	“Capital Reorganization” has the meaning attributed to it in Section 2.4.
	 
	 	 	“Clearance Certificate” has the meaning attributed to it in Section 2.5.
	 
	 	 	“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.
	 
	 	 	“Control Tag Along Offer” has the meaning attributed to it in the Stockholder Agreement.
	 
	 	 	“Drag Along Notice” has the meaning attributed to it in the Stockholder Agreement.
	 
	 	 	“Effectively Outstanding Common Equity” means at any time the sum of the number of shares of
TRC Common Stock then outstanding plus the number of Third Party TEC Common Shares, then
outstanding, provided that:






	 	(i)	 	shares of TRC Common 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










 



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	 	 	 	outstanding shares of TRC Common 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 (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:






	 	(A)	 	the number of shares of TRC Common Stock then
outstanding shall be deemed to be the number of shares of TRC Common
Stock actually outstanding multiplied by the Adjustment Factor;
	 
	 	(B)	 	the number of shares of TRC Common Stock held
by a Person shall be deemed to be equal to the number of outstanding
shares of TRC Common 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 then
outstanding (not counting shares of TRC Common 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); and
	 
	 	(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 Right” has the meaning attributed to it in Section 2.1 hereof.
	 
	 	 	“Exchange Rights Agreement” means the exchange rights agreement dated December 4, 2003 among
TRC, TEC and the shareholders of TEC that are signatories thereto.
	 
	 	 	“Liquidity Event” means an event which triggers a tag along right or a drag along right
under the Stockholder Agreement or an initial public offering of TRC.










 



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	 	 	“New Registration Rights Agreement” means the registration rights agreement dated January 5,
2006 among TRC, certain TRC Stockholders and certain holders of TEC Common Shares.
	 
	 	 	“NRLEI” means NRL Energy Investments Ltd., and its successors and assigns.
	 
	 	 	“Option Right” has the meaning attributed to it in Section 2.1 hereof.
	 
	 	 	“Optionholder” means any Person who holds stock options of TEC pursuant to the terms of the
Plan.
	 
	 	 	“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, government or governmental agency,
authority or entity however designated or constituted.
	 
	 	 	“Plan” means the stock option plan of TEC dated effective August 1, 2002, as amended,
restated or supplemented from time to time.
	 
	 	 	“Registration Rights Agreement” means the third amended and restated registration rights
agreement dated January 5, 2006 among TRC, certain holders of TEC Common Shares and certain
TRC Stockholders, as amended, restated or supplemented from time to time.
	 
	 	 	“Stock Award Loan Program” means the stock award loan program of TRC established on June 23,
2005.
	 
	 	 	“Stockholder Agreement” means the third amended and restated stockholder agreement dated
March 29, 2005 among TRC, TEC, the TEC Shareholders and the holders of shares of TRC Common
Stock as amended, restated or supplemented from time to time.
	 
	 	 	“Stock Options” means stock options to purchase TEC Common Shares granted in accordance with
the Plan.
	 
	 	 	“Stock Reorganization” has the meaning attributed to it in Section 2.4.
	 
	 	 	“Subsidiary” has the meaning attributed to it for the purposes of the Business Corporations
Act (Alberta) and includes all indirect subsidiaries.
	 
	 	 	“Tag Along Offer” has the meaning attributed to in the Stockholder Agreement.
	 
	 	 	“Tax Act” means the Income Tax Act (Canada).
	 
	 	 	“TEC” means Trident Exploration Corp., an unlimited liability company existing under the
laws of the Province of Nova Scotia.










 



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	 	 	“TEC Common Shares” means Class A Common Shares in the capital of TEC.
	 
	 	 	“Third Party Offer” has the meaning attributed to it in the Stockholder Agreement.
	 
	 	 	“Third Party TEC Shareholders” means the holders of Third Party TEC Common Shares and the
holders of TEC Preference Shares, other than TRC, or (so long as controlled by TRC), Aurora
Energy, LLC, NexGen Energy Canada, Inc., Trident CBM Corp. or NRLEI, or any other entity
Controlled by TRC.
	 
	 	 	“Third Party TEC Common Shares” means TEC Common Shares which are not owned by TRC or an
entity Controlled by TRC.
	 
	 	 	“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 Loan” means an advance, as debt, by TRC to TEC of the proceeds of any issuance of
shares of TRC Common Stock.
	 
	 	 	“TRC Stockholder” means a holder of shares of TRC Common Stock.
	 
	 	 	“Trust” means The McNeil Family Irrevocable GST Trust.
	 
	 	 	“Vested Options” means Stock Options that have vested and are exercisable in accordance with
the Plan and any other instrument or document relating to such Stock Options provided that
if at any time a Stock Option is not vested or exercisable or has terminated or expired it
shall not be a Vested Option.
	 
	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.










 



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	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, 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 2

EXCHANGE RIGHT





	2.1	 	Grant and Ownership of the Exchange Right






	 	(a)	 	TRC hereby grants to each Third Party TEC Common Shareholder that is party
hereto, the right (the “Exchange Right”) to require TRC to exchange all or any part of
the Third Party TEC Common Shares held by such Third Party TEC Common Shareholder for
shares of TRC Common Stock, without payment of any consideration in accordance with the
provisions of this Agreement.
	 
	 	(b)	 	TRC hereby grants to each Optionholder that is party hereto, the right (the
“Option Right” and together with the Exchange Right, the “Rights”) to require TRC to
exchange all or any part of the Vested Options held by such Optionholder for shares of
TRC Common Stock, without payment of any other consideration (other than the exercise
price related to the Vested Options) in accordance with the provisions of this
Agreement.






	2.2	 	General Exercise of Exchange Right





          The Exchange Right and the Option Right shall be and remain vested in each Third Party TEC
Common Shareholder and Optionholder, respectively, that is party hereto in respect of each Third
Party TEC Common Share and Vested Option held by such Third Party TEC Common Shareholder and
Optionholder, respectively. Once a Third Party TEC Common Share or Vested Option has been
exchanged in accordance with Section 2.1, it will cease to have any further right of exchange.





	2.3	 	Exchange Consideration





          Subject to the adjustments provided by Section 2.4, the number (the “Applicable Number”) of
shares of TRC Common Stock issuable for each Third Party TEC Common Share or Vested Option
exchanged pursuant to Section 2.1 from time to time is established on the date










 



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hereof as one (1), notwithstanding that a Third Party TEC Common Shareholder or Optionholder
becomes party hereto after the date hereof.





	2.4	 	Adjustment






	 	(a)	 	If there is a change in the number of TEC Common Shares or the number of shares
of TRC Common Stock outstanding from time to time as a result of a stock split, reverse
split, stock dividend, subdivision, consolidation or similar change in the TEC Common
Shares or shares of TRC Common Stock or if there is a reclassification, reorganization,
merger or amalgamation or similar change in the capital of TRC (collectively, an
“Event”), the Applicable Number shall be adjusted to be a number of shares of TRC
Common Stock that would be received in respect of one TEC Common Share or Vested
Option, as applicable, immediately following the Event if the Rights have been
exercised in respect of one TEC Common Share or Vested Option, as applicable,
immediately before the Event.
	 
	 	(b)	 	If TRC makes a distribution in respect of the shares of TRC Common Stock
(whether by a dividend or otherwise) and the distribution (i) is funded by a
disposition by TRC or any of its Subsidiaries of TEC Common Shares, (ii) is a dividend
in kind of TEC Common Shares; (iii) is the proceeds of an advance of debt to TRC; or
(iv) is a similar occurrence: then the Applicable Number shall be adjusted by TRC, TEC
and the relevant TEC Third Party Shareholder and/or Optionholder in good faith
effective on the record date for the TRC distribution to the number that results in the
following being equal:






	 	(i)	 	the value of the shares of TRC Common Stock that would be
received for each TEC Common Share or Vested Option, as applicable, if the
Rights were exercised immediately after such record date, calculated using the
adjusted Applicable Number and after taking into account the dividend or other
distribution; and
	 
	 	(ii)	 	the value that the shares of TRC Common Stock that would have
been issued if the Rights were exercised immediately before such record date,
calculated using the unadjusted Applicable Number and without taking into
account the dividend or other distribution;






	 	 	provided that if such Parties have not agreed on the adjustment, any of them may refer the
determination to binding arbitration in accordance with Article 11 of the Stockholder
Agreement.






	2.5	 	Exercise Instructions





          Subject to the terms and conditions herein set forth, a Third Party TEC Common Shareholder or
Optionholder shall be entitled to exercise the Rights with respect to all or any part of the Third
Party TEC Common Shares or Vested Options, as applicable, registered in the name










 



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of such Third Party TEC Common Shareholder or Optionholder. To exercise the Rights, the Third
Party TEC Common Shareholder or Optionholder shall deliver to TRC, by personal delivery or express
courier, at its principal office in Calgary, Alberta or at such other places in Canada or the
United States that TRC may from time to time designate by written notice to the Third Party TEC
Common Shareholder or Optionholder (a) the certificates representing the Third Party TEC Common
Shares or the agreement representing the Vested Options, as applicable, which such Third Party TEC
Common Shareholder or Optionholder, desires TRC to exchange, duly endorsed in blank for transfer or
accompanied by a duly executed stock power with respect to the Third Party TEC Common Shares, and
an assignment and cancellation agreement in form and substance satisfactory to TRC, with respect to
the Vested Options, and such additional documents and instruments as TRC may reasonably require,
(b) with respect to the Vested Options, the exercise price with respect to each such Vested Option,
in a form of payment acceptable to TRC, and (c) a duly completed notice of exercise of the Rights
stating (i) that the Third Party TEC Common Shareholder or Optionholder thereby exercises the
Rights so as to require TRC to exchange the number of Third Party TEC Common Shares or Vested
Options, as applicable, specified therein, (ii) that such Third Party TEC Common Shareholder or
Optionholder has good title to and owns all such Third Party TEC Common Shares or Vested Options,
as applicable, to be acquired by TRC free and clear of all liens, claims and encumbrances (other
than with respect to the Vested Options, any lien, claim or encumbrance relating to the Stock Award
Loan Program) and that such Third Party TEC Shareholder or Optionholder is or is not (as
applicable) a non-resident of Canada for the purposes of the Tax Act, (iii) the names in which the
certificates representing the shares of TRC Common Stock issuable in connection with the exercise
of the Rights are to be issued, and (iv) the names and addresses of the person to whom such new
certificates should be delivered, and (d) payment (or evidence satisfactory to TRC of payment) of
the taxes (if any) payable as contemplated by Section 2.7 of this Agreement. If only a part of the
Third Party TEC Common Shares or Vested Options represented by any certificate or certificates, or
agreement or agreements, delivered to TRC are to be exchanged by TRC under the Rights, a new
certificate or agreement for the balance of such Third Party TEC Common Shares or Vested Options
shall be issued to the holder at the expense of TEC.




          If such Third Party TEC Common Shareholder or Optionholder is a non-resident of Canada for the
purposes of the Tax Act, then to exercise the Rights, the Third Party TEC Common Shareholder or
Optionholder must deliver, together with the certificates and the notice to exercise, cash in an
amount equal to 25% of the fair market value of the shares of TRC Common Stock issuable in
connection with the exercise of such Rights, or a certificate issued to the non-resident under
subsection 116(2) of the Tax Act in respect of the exercise of such Rights (a “Clearance
Certificate”) and cash in an amount equal to 25% of the amount, if any, by which the fair market
value of the shares of TRC Common Stock issuable in connection with the exercise of such Rights
exceeds the “certificate limit”, as defined in subsection 116(2) of the Tax Act, fixed in such
Clearance Certificate.




          If the Exchange Right, is being exercised in relation to a Third Party Offer, the exercise
notice shall specify the particulars of such offer including the closing date of same and whether
the offer is a Tag Along Offer, Control Tag Along Offer or is related to a Drag Along Notice.










 



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The notice may require that such exchange not be completed except concurrently with the
completion of the purchase and sale contemplated by such offer, provided that if such purchase and
sale is not completed, the notice to exercise shall be deemed to be revoked and any shares of TRC
Common Stock issued shall be cancelled and returned to treasury.





	2.6	 	Delivery of Exchange Consideration; Effect of Exercise





          As soon as practicable, and in any event no later than the completion of the purchase and sale
contemplated by a Third Party Offer or the registration of registrable securities pursuant to any
registration right granted to a Third Party TEC Shareholder with respect to the Exchange Right,
after receipt by TRC of the certificate representing the Third Party TEC Common Shares duly
endorsed for transfer to TRC, or the assignment and cancellation agreement with respect to the
Vested Options which the Third Party TEC Common Shareholder or Optionholder, as applicable, desires
TRC to exchange under the Rights (together with such documents and instruments of transfer and a
duly completed form of notice of exercise of the Rights (and payment of taxes, if any, or evidence
thereof)), deliver or cause to be delivered to the Third Party TEC Common Shareholder or
Optionholder with respect to such Third Party TEC Common Shares or Vested Options, as applicable,
(or to such other persons, if any, properly designated by the Third Party TEC Common Shareholder or
Optionholder), the certificates for the number of shares of TRC Common Stock issuable in connection
with the exercise of the Rights, which shares shall be duly issued, fully paid and non-assessable,
less any tax required to be deducted or withheld by TRC, provided, however, that no such delivery
shall be made unless and until the Third Party TEC Shareholder or Optionholder requesting the same
shall have paid (or provided evidence satisfactory to TRC of the payment of) the taxes (if any)
payable as contemplated by Section 2.7 of this Agreement. Immediately upon issuance of the shares
of TRC Common Stock by TRC, as provided in Section 2.6, the exchange shall be deemed to have
occurred, and the Third Party TEC Common Shareholder or Optionholder of such Third Party TEC Common
Shares or Vested Options, as applicable, shall be deemed to have transferred to TRC all of its
right, title and interest in and to such Third Party TEC Common Shares or Vested Options, as
applicable, and shall cease to be a holder of such Third Party TEC Common Shares or Vested Options,
as applicable, and shall not be entitled to exercise any of the rights of a holder in respect
thereof. Concurrently with such Third Party TEC Common Shareholder or Optionholder ceasing to be a
holder of Third Party TEC Common Shares or Vested Options, as applicable, the Third Party TEC
Common Shareholder or Optionholder shall be considered and deemed for all purposes to be the holder
of the shares of TRC Common Stock delivered to it pursuant to the Rights.





	2.7	 	Stamp or Other Transfer Taxes





          TRC has no obligation to pay any documentary, stamp, transfer or other similar taxes that may
be payable in respect of any transfer involved in the issuance or delivery of any shares of TRC
Common Stock pursuant to the Rights. TRC may condition the issuance of shares of TRC Common Stock
pursuant to an exercise of the Rights upon the provision by the holder of the Third Party TEC
Common Shares or Vested Options so exchanged of evidence satisfactory to TRC that any such tax has
been or will be paid in full.










 



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	2.8	 	Reservation of TRC Common Stock





          TRC hereby represents, warrants and covenants that it has reserved for issuance and will at
all times keep available, free from pre-emptive and other rights, out of its authorized and
unissued capital stock such number of shares of TRC Common Stock as are now and may hereafter be
required to enable and permit TRC to meet its obligations hereunder.




ARTICLE 3

NEW SHAREHOLDERS





	3.1	 	Party to Agreement 





          Any transferee of Third Party TEC Common Shares who is not then a TEC Shareholder, shall prior
to the consummation of, and as a condition to, such Transfer, execute and deliver to TEC and TRC a
written agreement in the form attached hereto as Schedule “A” and such Person shall thereafter be a
party for all purposes of this Agreement. A Person (including without limitation an Optionholder)
may become a party to this Agreement by executing and delivering to TEC and TRC a written agreement
in the form attached hereto as Schedule “A”.




ARTICLE 4

TERMINATION





	4.1	 	Termination





          This Agreement will come into force and effect as of the date hereof and will automatically
terminate on the date there ceases to be any outstanding Third Party TEC Common Shares or Stock
Options and any rights to acquire the foregoing.




ARTICLE 5

GENERAL





	5.1	 	Waiver, Amendment






	 	(a)	 	Any waiver of, or amendment to, any provision of this Agreement shall require
the agreement of TRC, Third Party TEC Common Shareholders and Optionholders holding at
least 95% of the Third Party TEC Common Shares and Vested Options held by Third Party
TEC Common Shareholders and Optionholders, respectively, party hereto.
	 
	 	(b)	 	Notwithstanding any provision herein to the contrary, this Agreement may be
amended to add additional Third Party TEC Common Shareholders or Optionholders by
agreement of TRC and such Third Party TEC Common Shareholders or Optionholders.
	 
	 	(c)	 	No waiver of any provision of this Agreement will constitute a waiver of any
other provision nor will any waiver of any provision of this Agreement constitute a
continuing waiver unless otherwise expressly provided.










 



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	5.2	 	New Parties





          A person may become a party hereto with the consent of TEC and TRC by executing and delivering
to TRC a Shareholder Undertaking in the form attached hereto as Schedule “A”.





	5.3	 	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 “B” hereto or in the form of written agreement attached hereto
as Schedule “A”, as applicable. 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.





	5.4	 	Time of Essence





          Time is of the essence of this Agreement.





	5.5	 	Gender and Number





          In this Agreement, unless the context otherwise requires, words indicating the singular
include the plural and vice versa and words indicating gender includes all genders.





	5.6	 	Further Assurances





          Each of TRC, TEC, the Optionholders, the TEC Shareholders and the TRC Stockholders will use
reasonable efforts to take all steps, execute all documents and do all acts and things as may be
reasonably with such party’s power to implement to their full extent the provisions of this
Agreement.





	5.7	 	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.





	5.8	 	Entire Agreement; Termination of Prior Agreements





          This Agreement, the Stockholder Agreement, the Registration Rights Agreement and the New
Registration Rights Agreement constitute the entire agreement between the parties hereto pertaining
to the subject matter referred to in this Agreement, the Stockholder Agreement, the Registration
Rights Agreement and the New Registration Rights Agreement. There are no warranties,
representations or agreements between the parties in connection with that subject










 



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matter except as specifically set forth or referred to in this Agreement, the Stockholder
Agreement, the Registration Rights Agreement and the New Registration Rights Agreement. No
reliance is placed on any representation, opinion, advice or assertion of fact made by any party
hereto, or its directors, officers and agents, to any other party hereto 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, the Stockholder Agreement, the Registration Rights Agreement and the
New Registration Rights Agreement. Accordingly, there will be no liability, either in tort or in
contract, assessed in relation to any representation, opinion, advice or assertion of fact, except
to the extent stated above.





	5.9	 	Governing Law





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





	5.10	 	Counterparts





          This Agreement may be signed in counterpart 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 documents (including facsimile) in which a person agrees to be
bound by the terms of this Agreement.





	5.11	 	Successors and Assigns





          Except as otherwise provided herein, this Agreement shall bind and enure to the benefit of and
be enforceable by TRC and TEC and their successors and assigns, and each TEC Shareholder and
Optionholder and their respective successors and permitted assigns (and heirs, executors and
administrators in the case of individual TEC Shareholders or Optionholders), so long as they
beneficially own stock in the capital of TEC or Stock Options, as applicable.





	5.12	 	Independent Advice





          Each TEC Shareholder and Optionholder acknowledges having been provided with an opportunity to
consider this Agreement and to seek independent legal advice with respect to it.










 



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          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.

	 	TRIDENT EXPLORATION CORP.
	 
	 	 
	Per:     /s/ Paul O’Donoghue                                        

	 	Per:     /s/ Paul O’Donoghue                                        
	Name: Paul O’Donoghue

	 	Name: Paul O’Donoghue
	Title: Secretary & Treasurer

	 	Title: Vice-President, Corporate and Strategic Development
	 
	 	 
	 
	 	 
	981443 ALBERTA LTD., General Partner of

	 	981443 ALBERTA LTD., General Partner of
	TRIDENT EXPLORATION (2003)

	 	TRIDENT EXPLORATION LIMITED
	LIMITED PARTNERSHIP I

	 	PARTNERSHIP
	 
	 	 
	Per:     /s/ Paul O’Donoghue                                        

	 	Per:     /s/ Paul O’Donoghue                                        
	Name: Paul O’Donoghue

	 	Name: Paul O’Donoghue
	Title: Secretary & Treasurer

	 	Title: Secretary & Treasurer












 




SCHEDULE “A”




 





SHAREHOLDER UNDERTAKING




	 	 	 
	TO:

	 	Trident Resources Corp. (“TRC”), Trident Exploration Corp. (“TEC”),
the Optionholders and the holders of TEC Common Shares.

 

WHEREAS the undersigned has been issued or is the transferee of TEC
Common Shares or Stock Options;







	 	 	AND WHEREAS capitalized words and phrases used herein that are not otherwise defined shall
have the meanings attributed to them in the amended and restated exchange rights agreement
dated April [· ], 2006 which amends and restates the exchange rights agreement made as
of the 4th day of December, 2003 (the “Exchange Rights Agreement”)
	 
	 	 	NOW THEREFORE, for good and valuable consideration, the undersigned hereby:






	 	(a)	 	acknowledges receipt of a copy of the Exchange Rights Agreement;
	 
	 	(b)	 	acknowledges and agrees that, by executing this undertaking and delivering it
to TRC and TEC, the undersigned is deemed to be a party to the Exchange 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 Third Party TEC Common Shareholder or
Optionholder, as applicable, under the terms of the Exchange Rights Agreement.






	 	 	THIS UNDERTAKING executed effective the · day of · , 20 · ·.





·


•

 

By:                                                   

Name:

Title:




     Address for Notices:



                                                       



                                                       



                                                       



     Facsimile No:                          









 




SCHEDULE “B”

 





ADDRESSES FOR NOTICE



The addresses and facsimile number for delivery of notices hereunder of each of the Parties shall
be as follows:



if to TRC, at:



Trident Resources Corp.

1000, 444 – 7th Avenue S.W.

Calgary, Alberta T2P 0X8

Attention:     President

Facsimile:    (403) 668-5805




if to TEC, at:



Trident Exploration Corp.

1000, 444 – 7th Avenue S.W.

Calgary, Alberta T2P 0X8

Attention:     President

Facsimile:    (403) 668-5805




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



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

c/o Trident Exploration Corp.

1000, 444 – 7th Avenue S.W.

Calgary, Alberta T2P 0X8

Attention:     President

Facsimile:    (403) 668-5805




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



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

Trident Exploration Corp.

1000, 444 – 7th Avenue S.W.

Calgary, Alberta T2P 0X8

Attention:     President

Facsimile:    (403) 668-5805