EX-4.6






Exhibit 4.6




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
	 	 	8	 
	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	 
	4.11 Successors and Assigns
	 	 	17	 
	4.12 Independent Advice
	 	 	18	 






 









 





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:




2









 






          (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,




3









 




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).




4









 





          “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.




5









 





          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.




7









 





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









9









 











material fact or omits to state a material
fact required to be stated therein or necessary to 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




12









 




consent of the Stockholder, which consent shall not be unreasonably withheld; provided,
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.




13









 





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




14









 




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

Name:

	 	/s/ Paul O’Donoghue
 

Paul K. O’Donoghue
	 	 	 	Per:

Name:
	 	/s/ Jon Baker
 

Jon Baker
	 	 
	Title:

	 	Secretary & Treasurer
	 	 	 	Title:
	 	Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	TRIDENT EXPLORATION LIMITED 

PARTNERSHIP, by its General Partner, 

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

Name:

	 	/s/ Paul O’Donoghue
 

Paul K. O’Donoghue
	 	 	 	Per:

Name:
	 	/s/ Paul O’Donoghue
 

Paul K. O’Donoghue
	 	 
	Title:

	 	Secretary & Treasurer
	 	 	 	Title:
	 	Secretary & Treasurer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	TRIDENT EXPLORATION (2005)
LIMITED PARTNERSHIP I, by its
General Partner, 981443 ALBERTA LTD.	 	 	 	TRIDENT EXPLORATION (2005)
LIMITED PARTNERSHIP II, by its
General Partner, 981443 ALBERTA LTD.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Paul O’Donoghue
 

Paul K. O’Donoghue
	 	 	 	By:

Name:
	 	/s/ Paul O’Donoghue
 

Paul K. O’Donoghue
	 	 
	Title:

	 	Secretary & Treasurer
	 	 	 	Title:
	 	Secretary & Treasurer	 	 






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





 









 








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

	 	/s/ Charles S. McNeil
	 	 	 	By:	 	 	 	 
	Name:

	 	 

Charles S. McNeil
	 	 	 	Name:
	 	 

Lynn P. Hendrix
	 	 
	Title:

	 	Investment Trustee
	 	 	 	Title:
	 	Trustee	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	Wyoming Bank & Trust, Trustee	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	   	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 






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




 









 








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

	 	 	 	 	 	By:
	 	/s/ Lynn P. Hendrix	 	 
	Name:

	 	 

Charles S. McNeil
	 	 	 	Name:
	 	 

Lynn P. Hendrix
	 	 
	Title:

	 	Investment Trustee
	 	 	 	Title:
	 	Trustee	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	Wyoming Bank & Trust, Trustee	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	/s/ Michael E. Bohl	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	Michael E. Bohl	 	 






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




 









 








	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	BTR GLOBAL ARBITRAGE TRADING LIMITED	 	 	 	BTR GLOBAL OPPORTUNITY TRADING LIMITED	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Gary Ostoich
 
Gary Ostoich
	 	 	 	By:

Name:
	 	/s/ Gary Ostoich
 
Gary Ostoich
	 	 
	Title:

	 	Director	 	 	 	Title:	 	Director	 	 






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




 









 








	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	PERRY PARTNERS L.P.	 	 	 	PERRY PARTNERS INTERNATIONAL, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Michael C. Neus
 

Michael C. Neus
	 	 	 	By:

Name:
	 	/s/ Michael C. Neus
 

Michael C. Neus
	 	 
	Title:

	 	General Counsel
	 	 	 	Title:
	 	General Counsel	 	 
	By:

	 	Perry Corp
	 	 	 	By:
	 	Perry Corp.	 	 
	 

	 	Managing Partner for
Perry Partners, L.P.
	 	 	 	 	 	Investment Advisor for Perry Partners
Int’l, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	AUDA CLASSIC P.L.C.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ B. Scott Reid
 
B. Scott Reid
	 	 	 	 	 	 	 	 
	Title:

	 	Director	 	 	 	 	 	 	 	 






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




 









 








	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	NATURAL RESOURCES PORTFOLIO
OF THE PRUDENTIAL SERIES FUND,
INC.	 	 	 	JENNISON UTILITY FUND OF THE
PRUDENTIAL SECTOR FUNDS INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

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

Name:

	 	/s/ David A. Kiefer
 

David A. Kiefer
	 	 	 	Per:

Name:
	 	/s/ Ubong Edemeka
 
Ubong Edemeka
	 	 
	Title:

	 	Executive Vice President
	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	JENNISON VALUE FUND	 	 	 	VALUE PORTFOLIO OF THE PRUDENTIAL SERIES FUND, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

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

Name:

	 	/s/ David A. Kiefer
 

David A. Kiefer
	 	 	 	Per:

Name:
	 	/s/ David A. Kiefer
 

David A. Kiefer
	 	 
	Title:

	 	Executive Vice President
	 	 	 	Title:
	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	JENNISON NATURAL RESOURCES FUND, INC.	 	 	 	SAMSUNG LIFE INVESTMENT (AMERICA), LTD.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	Jennison Associates LLC, as sub-
advisor to Jennison Natural
Resources Fund, Inc.
	 	 	 	By:
	 	Jennison Associates LLC, as sub-
advisor to Samsung Life Investment
(America), Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Per: 

Name:

	 	/s/ David A. Kiefer
 

David A. Kiefer
	 	 	 	Per:

Name:
	 	/s/ David A. Kiefer
 

David A. Kiefer
	 	 
	Title:

	 	Executive Vice President
	 	 	 	Title:
	 	Executive Vice President	 	 






[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:

	 	/s/ Gena Lovett
 

Gena Lovett
	 	 	 	 	 	 
	Title:

	 	Chief Operating Officer	 	 	 	 	 	 






[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:

	 	/s/ Steven Buchanan
 
Steven Buchanan
	 	 	 	 	 	 
	Title:

	 	President	 	 	 	 	 	 






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




 









 








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

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

Name:

	 	/s/  Kelly A. Brendel
 

Kelly A. Brendel
	 	 	 	By:

Name:
	 	/s/ Kelly A. Brendel
 

Kelly A. Brendel
	 	 
	Title:

	 	Vice President
	 	 	 	Title:
	 	Vice President	 	 






[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:

	 	/s/
 

	 	 
	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:

	 	/s/
 

	 	 
	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	 	 	 	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. and others	 	 
	By:

	 	TCW (ENERGY X) LLC, its General

Partner	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	TCW Asset Management Company, its

Managing Member	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Kurt Talbot
 

Kurt Talbot
	 	 	 	By:

Name:
	 	/s/ Patrick Hickey
 

Patrick Hickey
	 	 
	Title:

	 	Managing Director
	 	 	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Patrick Hickey
 

Patrick Hickey
	 	 	 	By:

Name:
	 	/s/ Kurt Talbot
 

Kurt Talbot
	 	 
	Title:

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

	 	TCW (ENERGY X) LLC, its General

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

	 	TCW Asset Management Company, its

Managing Member
	 	 	 	By:
	 	TCW Asset Management Company, its

Managing Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Kurt Talbot
 

Kurt Talbot
	 	 	 	By:

Name:
	 	/s/ Patrick Hickey
 

Patrick Hickey
	 	 
	Title:

	 	Managing Director
	 	 	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Patrick Hickey
 

Patrick Hickey
	 	 	 	By:

Name:
	 	/s/ Kurt Talbot
 

Kurt Talbot
	 	 
	Title:

	 	Senior Vice President
	 	 	 	Title:
	 	Managing Director	 	 






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





 












 





	 	 	 	 	 	 	 
	TCW ENERGY FUND XC-NL, L.P.,	 	TCW ASSET MANAGEMENT
	a California limited partnership	 	COMPANY, a California corporation, as

Investment Manager under the Amended
	By:	 	TCW (ENERGY X) LLC,	 	and Restated Investment Management and
	 	 	its General Partner	 	Custody Agreement dated as of December
	 	 	 	 	11, 2003 among Barry L. Bradley, Jr.
	 	 	 	 	Partition Trust and others
	By:

	 	TCW Asset Management

Company, its Managing Member	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Kurt Talbot

	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Kurt Talbot
	By:

	 	/s/ Kurt Talbot
	 	Title:
	 	Managing Director
	 

	 	 	 	 	 	 
	Name:

	 	Kurt Talbot	 	 	 	 
	Title:

	 	Managing Director
	 	By:
	 	/s/ Patrick Hickey
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Patrick Hickey
	By:

	 	/s/ Patrick Hickey
	 	Title:
	 	Senior Vice President
	 

	 	 	 	 	 	 
	Name:

	 	Patrick Hickey	 	 	 	 
	Title:

	 	Senior Vice President	 	 	 	 






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




 









 





	 	 	 	 	 
	D.E. SHAW LAMINAR
PORTFOLIOS, LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Julius Gaudio	 	 
	 

	 	 	 	 
	Name:
	 	Julius Gaudio	 	 
	Title:

	 	Authorized Signatory	 	 





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




 









 





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

	 	/s/ D. Hendry	 	 
	 

	 	 	 	 
	Name:

	 	D. Hendry	 	 
	Title:

	 	Director	 	 





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





 









 





	 	 	 	 	 
	CLERY SARL	 	 
	 
	 	 	 	 
	Per:

	 	/s/
 

	 	 
	Name:

	 	Luxembourg Corporation Company S.A.	 	 
	Title:

	 	Manager	 	 





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





 









 





	 	 	 	 	 	 	 
	BLACKSTONE MEZZANINE	 	BLACKSTONE MEZZANINE
	HOLDINGS L.P.	 	PARTNERS L.P.
	 
	 	 	 	 	 	 
	By:

	 	Blackstone Mezzanine Associates,
	 	By:
	 	Blackstone Mezzanine Associates,
	 

	 	L.P., its General Partner
	 	 	 	L.P., its General Partner
	 
	 	 	 	 	 	 
	By:

	 	Blackstone Mezzanine Management
	 	By:
	 	Blackstone Mezzanine Management
	 

	 	Associates L.L.C., its General
Partner
	 	 	 	Associates L.L.C., its General
Partner
	 
	 	 	 	 	 	 
	Per:

	 	/s/
	 	Per:
	 	/s/
	 

	 	 
	 	 	 	 
	Name:

	 	 	 	Name:	 	 
	Title:

	 	Authorized Signer
	 	Title:
	 	Authorized Signer





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





 









 






	 	 	 	 	 	 	 
	TD CAPITAL MEZZANINE PARTNERS	 	THE TORONTO-DOMINION BANK
	(QLP) L.P., by its General Partner,
TD	 	 	 	 
	CAPITAL MEZZANINE PARTNERS	 	 	 	 
	(QLP) GP LTD. 	 	Per:	 	/s/ Ian Kidson 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Ian Kidson
	 

	 	 	 	Title
	 	Managing Director
	Per:

	 	/s/ Ian Kidson	 	 	 	 
	 

	 	 	 	 	 	 
	Name:

	 	Ian Kidson	 	 	 	 
	Title:

	 	Managing Director	 	 	 	 
	 
	 	 	 	 	 	 
	TORONTO DOMINION	 	TD CAPITAL MEZZANINE PARTNERS
	INVESTMENTS, INC.	 	(NON-QLP) L.P., by its General Partner,
	 	 	 	 	TD CAPITAL MEZZANINE PARTNERS
	 	 	 	 	GP LTD.
	By:

	 	/s/ Martha L. Gariepy	 	 	 	 
	 

	 	 	 	 	 	 
	Name:

	 	Martha L. Gariepy	 	 	 	 
	Title:

	 	President
	 	By:
	 	/s/ Ian Kidson
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Ian Kidson
	 

	 	 	 	Title:
	 	Managing Director





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





 









 








	 	 	 	 	 
	2079517 ONTARIO LIMITED	 	 
	 
	 	 	 	 
	By:

	 	/s/ Don Morrison	 	 
	 

	 	 	 	 
	Name:

	 	Don Morrison	 	 
	Title:

	 	 Director	 	 
	 
	 	 	 	 
	By:

	 	/s/ Mary Chang	 	 
	 

	 	 	 	 
	Name:

	 	Mary Chang	 	 
	Title:

	 	 Director	 	 





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





 









 





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

	 	/s/ D.G. Brown
	 	Per:
	 	/s/ D.G. Brown
	 

	 	 
	 	 	 	 
	Name:

	 	D.G. Brown
	 	Name:
	 	D.G. Brown
	Title:

	 	VP & Secretary
	 	Title:
	 	 VP & Secretary
	 
	 	 	 	 	 	 
	Per:

	 	/s/ Robert Puchniak
	 	Per:
	 	/s/ Robert Puchniak
	 

	 	 
	 	 	 	 
	Name:

	 	Robert Puchniak	 	Name:	 	Robert Puchniak
	Title:

	 	President
	 	Title:
	 	 President





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





 









 






	 	 	 	 	 	 	 
	/s/	 	/s/ Jon Baker
	 	 	 
	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.]





 









 






	 	 	 	 	 	 	 
	 	 	 
	Witness as to the signature of Jon Baker	 	JON BAKER
	 
	 	 	 	 	 	 
	/s/ 	 	/s/ Rich Meli
	 	 	 
	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.]





 









 





	 	 	 	 	 	 	 
	 	 	 
	Witness as to the signature of Jon Baker	 	JON BAKER
	 
	 	 	 	 	 	 
	 	 	 
	Witness as to the signature of Jon Baker	 	RICH MELI
	 
	 	 	 	 	 	 
	/s/	 	/s/ Steven Buchanan
	 	 	 
	Witness as to the signature of Steve Buchanan	 	STEVEN J. BUCHANAN





[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:

	 	/s/ Paul Smith
 

Paul Smith
	 	 
	Title:

	 	General Counsel	 	 





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





 









 






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

	 	/s/ Dan Rice
	 	 	 	By:
	 	/s/ Dan Rice
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Dan Rice	 	 	 	Name:	 	Dan Rice
	Title:

	 	Managing Director
	 	 	 	Title:
	 	Managing Director
	 
	 	 	 	 	 	 	 	 
	BLACKROCK, INC. on behalf of	 	 	 	BLACKROCK, INC. on behalf of
	RAYTHEON MASTER PENSION	 	 	 	RAYTHEON COMBINED DB-DC
	TRUST #2 ALL CAP ENERGY 

ACCOUNT	 	 	 	MASTER TRUST ALL CAP ENERGY
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Dan Rice
	 

	 	 	 	 	 	 	 	 
	By:

	 	/s/ Dan Rice
	 	 	 	Name:	 	Dan Rice
	 

	 	 	 	 	 	 	 	 
	Name:

	 	Dan Rice	 	 	 	Title:
	 	Managing Director
	Title:

	 	Managing Director	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	BLACKROCK, INC. on behalf of	 	 	 	BLACKROCK, INC. on behalf of
	RAYTHEON MASTER PENSION	 	 	 	RAYTHEON MASTER PENSION
	TRUST ALL CAP ENERGY ACCOUNT	 	 	 	TRUST ENERGY HEDGE ACCOUNT
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Dan Rice
	 	 	 	By:
	 	/s/ Dan Rice
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Dan Rice	 	 	 	Name:	 	Dan Rice
	Title:

	 	Managing Director
	 	 	 	Title:
	 	Managing Director
	 
	 	 	 	 	 	 	 	 
	BLACKROCK, INC. on behalf of	 	 	 	BLACKROCK, INC. on behalf of
	RAYTHEON COMBINED DB/DC	 	 	 	SSR ENERGY AND NATURAL
	MASTER TRUST ENERGY HEDGE 

ACCOUNT	 	 	 	RESOURCES HEDGE FUND LLC
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Dan Rice
	 

	 	 	 	 	 	 	 	 
	By:

	 	/s/ Dan Rice
	 	 	 	Name:	 	Dan Rice
	 

	 	 	 	 	 	 	 	 
	Name:

	 	Dan Rice	 	 	 	Title:
	 	Managing Director
	Title:

	 	Managing Director	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	BLACKROCK, INC. on behalf of	 	 	 	BLACKROCK, INC. on behalf of
	UNIVERSITY OF TEXAS GENERAL	 	 	 	UNIVERSITY OF TEXAS PERMANENT
	ENDOWMENT FUND ALL CAP	 	 	 	UNIVERSITY FUND ALL CAP
	ENERGY PORTFOLIO	 	 	 	ENERGY PORTFOLIO
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Dan Rice
	 	 	 	By:
	 	/s/ Dan Rice
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Dan Rice	 	 	 	Name:	 	Dan Rice
	Title:

	 	Managing Director
	 	 	 	Title:
	 	Managing Director





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





 









 






	 	 	 	 	 	 	 	 	 
	VIKING GLOBAL EQUITIES LP	 	 	 	VGE III PORTFOLIO LTD.
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Brian G. Smith
	 	 	 	By:
	 	/s/ Brian G. Smith
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Brian G. Smith
	 	 	 	Name:
	 	Brian G. Smith
	Title:

	 	Chief Financial Officer
	 	 	 	Title:
	 	Chief Financial Officer





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





 









 








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

	 	/s/ Jenny McCann
	 	 	 	By:
	 	/s/ Jenny McCann
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Jenny McCann
	 	 	 	Name:
	 	Jenny McCann
	Title:

	 	CFO
	 	 	 	Title:
	 	CFO
	 
	 	 	 	 	 	 	 	 
	TREATY OAK ACORN FUND, LP	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Jenny McCann	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name:

	 	Jenny McCann	 	 	 	 	 	 
	Title:

	 	CFO	 	 	 	 	 	 





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





 









 






	 	 	 	 	 	 	 	 	 
	STRATEGIC ENERGY FUND	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Glenn MacNeill	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name:

	 	Glenn MacNeill	 	 	 	 	 	 
	Title:

	 	V.P. INVESTMENTS	 	 	 	 	 	 





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





 









 






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

	 	/s/ John T. Lykouretzos
	 	 	 	By:
	 	/s/ John T. Lykouretzos
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	John T. Lykouretzos	 	 	 	Name:	 	John T. Lykouretzos
	Title:

	 	Managing Member
	 	 	 	Title:
	 	Director





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





 









 





	 	 	 	 	 	 	 	 	 
	FRONTPOINT ENERGY HORIZONS
FUND, L.P.	 	 	 	   
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Arthur J. Lev	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name:

	 	By: FrontPoint Energy Horizons Fund GP LLC	 	 	 	 	 	 
	Title:
	 	General Partner	 	 	 	 	 	 
	 

	 	Arthur J. Lev	 	 	 	 	 	 
	 

	 	Authorized Signatory	 	 	 	 	 	 





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





 









 






	 	 	 	 	 	 	 	 	 
	DEEPHAVEN RELATIVE VALUE	 	 	 	   
	EQUITY TRADING, LTD.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Deb Roesler	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name:

	 	Deb Roesler	 	 	 	 	 	 
	Title:

	 	CFO	 	 	 	 	 	 





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





 









 






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

General Partner	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Norman B. Champ III
	 

	 	 	 	 	 	 	 	 
	By:

	 	/s/ Norman B. Champ III
	 	 	 	Name:
	 	Norman B. Champ III
	 

	 	 	 	 	 	 	 	 
	Name:

	 	Norman B. Champ III
	 	 	 	Title:
	 	Executive Vice President
	Title:

	 	Executive Vice President	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	CHILTON SMALL CAP	 	 	 	CHILTON SMALL CAP
PARTNERS L.P.
	INTERNATIONAL, L.P.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By: Chilton Investment Company LLC, 

General Partner	 	 	 	By: Chilton Investment Company LLC,

General Partner
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Norman B. Champ III
	 	 	 	By:
	 	/s/ Norman B. Champ III
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Norman B. Champ III
	 	 	 	Name:
	 	Norman B. Champ III
	Title:

	 	Executive Vice President
	 	 	 	Title:
	 	Executive Vice President
	 
	 	 	 	 	 	 	 	 
	CHILTON GLOBAL NATURAL	 	 	 	CHILTON QP INVESTMENT
	RESOURCES PARTNERS, L.P.	 	 	 	PARTNERS, L.P.
	 
	 	 	 	 	 	 	 	 
	By: Chilton Investment Company LLC, 

General Partner	 	 	 	By: Chilton Investment Company LLC,

General Partner
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Norman B. Champ III
	 	 	 	By:
	 	/s/ Norman B. Champ III
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Norman B. Champ III
	 	 	 	Name:
	 	Norman B. Champ III
	Title:

	 	Executive Vice President
	 	 	 	Title:
	 	Executive Vice President
	 
	 	 	 	 	 	 	 	 
	CHILTON INTERNATIONAL, L.P.	 	 	 	CHILTON INVESTMENT
PARTNERS, L.P.
	 
	 	 	 	 	 	 	 	 
	By: Chilton Investment Company LLC, 

General Partner	 	 	 	By: Chilton Investment Company LLC,
General Partner
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Norman B. Champ III	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name:

	 	Norman B. Champ III
	 	 	 	By:
	 	/s/ Norman B. Champ III
	 

	 	 	 	 	 	 	 	 
	Title:

	 	Executive Vice President
	 	 	 	Name:
	 	Norman B. Champ III
	 

	 	 	 	 	 	Title:
	 	Executive Vice President





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





 









 






	 	 	 	 	 	 	 	 	 
	CHILTON OPPORTUNITY TRUST, L.P.	 	 	 	CHILTON GLOBAL PARTNERS, L.P.
	 
	 	 	 	 	 	 	 	 
	By: Chilton Investment Company, LLC, 

General Partner	 	 	 	By: Chilton Investment Company, LLC,

General Partner
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Norman B. Champ III
	 	 	 	By:
	 	/s/ Norman B. Champ III
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Norman B. Champ III
	 	 	 	Name:
	 	Norman B. Champ III
	Title:

	 	Executive Vice President
	 	 	 	Title:
	 	Executive Vice President
	 
	 	 	 	 	 	 	 	 
	CHILTON OPPORTUNITY	 	 	 	 	 	 
	INTERNATIONAL, L.P.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By: Chilton Investment Company, LLC, 

General Partner	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Norman B. Champ III	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name:

	 	Norman B. Champ III	 	 	 	 	 	 
	Title:

	 	Executive Vice President	 	 	 	 	 	 





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





 









 






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

	 	/s/ Pamela Taitt	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name:

	 	Pamela D. Taitt	 	 	 	 	 	 
	Title:

	 	Assistant Vice President	 	 	 	 	 	 





[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:

	 	/s/ Paul J. Isaac	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name:

	 	Paul J. Isaac	 	 	 	 	 	 
	Title:

	 	Managing Director	 	 	 	 	 	 





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





 









 






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

	 	/s/ Michel Brogard
		 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name:

	 	Michel Brogard	 	 	 	 	 	 
	Title:

	 	Director	 	 	 	 	 	 





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