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...

Exhibit 10.31

TRIDENT RESOURCES CORP.

-and-

THE STOCKHOLDERS OF TRIDENT RESOURCES CORP. THAT ARE
SIGNATORIES HERETO

-and-

THE SHAREHOLDERS OF TRIDENT EXPLORATION CORP.
(OTHER THAN TRIDENT RESOURCES CORP. AND ITS SUBSIDIARIES)
THAT ARE SIGNATORIES HERETO

THIRD AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENT

January 5, 2006

TABLE OF CONTENTS

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

				Page
4.11		Successors and Assigns			17
4.12		Independent Advice			18

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REGISTRATION RIGHTS AGREEMENT

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

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

BACKGROUND:

          A. TRC is incorporated under the laws of Delaware.

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

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

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

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

ARTICLE I
DEFINITIONS

          1.1 Definitions. In this Agreement:

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

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

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

          “Control” means:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          “Party” means a party to this Agreement.

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

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

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

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

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

          “SEC” means the Securities and Exchange Commission.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          “Trust” means The XxXxxx Family Irrevocable GST Trust.

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

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

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

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

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

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

ARTICLE II
REGISTRATION RIGHTS

          2.1 Stockholder Demand Registration.

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

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

6

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

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

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

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

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

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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:

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

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

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

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

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

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

9

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

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

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

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

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

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

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

10

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

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

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

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

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

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

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

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

11

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

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

12

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

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

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

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

13

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

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

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

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

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

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

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

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

14

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

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

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

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

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

15

ARTICLE III
NEW STOCKHOLDERS

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

ARTICLE IV
GENERAL PROVISIONS

          4.1 Limitation of Trustee Liability. Notwithstanding anything in this Agreement to the contrary, Wyoming Bank & Trust and Xxxx X. Xxxxxxx 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 Xxxx X. Xxxxxxx 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 Xxxx X. Xxxxxxx in their individual capacities or in any capacities other than as trustees of the Trust. By executing this Agreement, Wyoming Bank & Trust and Xxxx X. Xxxxxxx represent that they are the sole trustees of the Trust and that they are authorized under the Trust’s governing documents to execute this Agreement on behalf of and in their capacity as trustees of the Trust.

          4.2 Waiver, Amendment.

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

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

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

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

16

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

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

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

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

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

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

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

17

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

[intentionally left blank]

18

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

TRIDENT RESOURCES CORP.
 

Per:

Name:

Title:

TRIDENT EXPLORATION LIMITED PARTNERSHIP, by its General Partner, 981443 ALBERTA LTD.

Per:

Name:

Title:

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

Per:

Name:

Title:

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

Per:

Name:

Title:

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

Per:

Name:

Title:

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

Per:

Name:

Title:

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

THE XXXXXXX X. XXXXXX FAMILY TRUST, an Alaska resident trust
By:
Name:		Xxxxxxx X. XxXxxx
Title:		Investment Trustee

THE XXXXXX FAMILY IRREVOCABLE GST TRUST
By:
Name:		Xxxx X. Xxxxxxx
Title:		Trustee
By:		Wyoming Bank & Trust, Trustee
Name:

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

CLERY SARL

Per:

Name:

Title:

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

NATURAL RESOURCES PORTFOLIO OF THE PRUDENTIAL SERIES FUND, INC.
By:		Xxxxxxxx Associates LLC, as sub-advisor to Natural Resources Portfolio of The Prudential Series Fund, Inc.
Per:
Name:
Title:
XXXXXXXX VALUE FUND
By:		Xxxxxxxx Associates LLC, as sub-advisor to Xxxxxxxx Value Fund
Per:
Name:
Title:
XXXXXXXX NATURAL RESOURCES FUND, INC.
By:		Xxxxxxxx Associates LLC, as sub-advisor to Xxxxxxxx Natural Resources Fund, Inc.
Per:
Name:
Title:

XXXXXXXX UTILITY FUND OF THE PRUDENTIAL SECTOR FUNDS INC.
By:		Xxxxxxxx Associates LLC, as sub-advisor to Xxxxxxxx Utility Fund of the Prudential Sector Funds Inc.
Per:
Name:
Title:
VALUE PORTFOLIO OF THE PRUDENTIAL SERIES FUND, INC.
By:		Xxxxxxxx Associates LLC, as sub-advisor to Value Portfolio of the Prudential Series Fund, Inc.
Per:
Name:
Title:
SAMSUNG LIFE INVESTMENT (AMERICA), LTD.
By:		Xxxxxxxx Associates LLC, as sub-advisor to Samsung Life Investment (America), Ltd.
Per:
Name:
Title:

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

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

Per:

Name:

Title:

Per:

Name:

Title:

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

Per:

Name:

Title:

Per:

Name:

Title:

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

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

Per:

Name:

Title:

TORONTO DOMINION INVESTMENTS, INC.
 
 

By:

Name:

Title:

THE TORONTO-DOMINION BANK
 
 

Per:

Name:

Title:

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

By:

Name:

Title:

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

BLACKSTONE MEZZANINE HOLDINGS L.P.
By:		Blackstone Mezzanine Associates, L.P., its General Partner
By:		Blackstone Mezzanine Management Associates L.L.C., its General Partner
Per:
Name:
Title:		Authorized Signer

BLACKSTONE MEZZANINE PARTNERS L.P.
By:		Blackstone Mezzanine Associates, L.P., its General Partner
By:		Blackstone Mezzanine Management Associates L.L.C., its General Partner
Per:
Name:
Title:		Authorized Signer

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

PRUDENTIAL CAPITAL PARTNERS, L.P.
By:		Prudential Capital Group, L.P. (as its General Partner)
By:
Name:
Title:

PRUDENTIAL CAPITAL PARTNERS MANAGEMENT FUND, L.P.
By:		Prudential Investment Management, Inc. (as its General Partner)
By:
Name:
Title:

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

PERRY PARTNERS L.P.

By:

Name:

Title:

AUDA CLASSIC P.L.C.

By:

Name:

Title:

PERRY PARTNERS INTERNATIONAL, INC.

By:

Name:

Title:

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

BTR GLOBAL ARBITRAGE TRADING
LIMITED

By:

Name:

Title:

BTR GLOBAL OPPORTUNITY
TRADING LIMITED

By:

Name:

Title:

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

CHEYNE SPECIAL SITUATIONS INVESTMENTS S.a.r.l

By:

Name:

Title:

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

TCW ENERGY FUND X-NL, L.P., a California limited partnership
By:		TCW (ENERGY X) LLC, its General Partner
By:		TCW Asset Management Company, its Managing Member
By:
Name:		Xxxx X. Xxxxxx
Title:		Managing Director
By:
Name:		Xxxxxxx Xxxxxx
Title:		Senior Vice President
TCW ENERGY FUND XB-NL, L.P., a California limited partnership
By:		TCW (ENERGY X) LLC, its General Partner
By:		TCW Asset Management Company, its Managing Member
By:
Name:		Xxxx X. Xxxxxx
Title:		Managing Director
By:
Name:		Xxxxxxx Xxxxxx
Title:		Senior Vice President

TCW ENERGY FUND XC-NL, L.P., a California limited partnership
By:		TCW (ENERGY X) LLC, its General Partner
By:		TCW Asset Management Company, its Managing Member
By:
Name:		Xxxx X. Xxxxxx
Title:		Managing Director
By:
Name:		Xxxxxxx Xxxxxx
Title:		Senior Vice President
TCW ENERGY FUND XD-NL, L.P., a California limited partnership
By:		TCW (ENERGY X) LLC, its General Partner
By:		TCW Asset Management Company, its Managing Member
By:
Name:		Xxxx X. Xxxxxx
Title:		Managing Director
By:
Name:		Xxxxxxx Xxxxxx
Title:		Senior Vice President

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

TCW ASSET MANAGEMENT COMPANY, a California corporation, as Investment Manager under the Amended and Restated Investment Management and Custody Agreement dated as of December 3, 2003 among Ensign Peak Advisors, Inc., TCW Asset Management Company and Trust Company of the West, a California trust company, as Sub-Custodian
By:
Name:		Xxxx X. Xxxxxx
Title:		Managing Director
By:
Name:		Xxxxxxx Xxxxxx
Title:		Senior Vice President

TCW ASSET MANAGEMENT COMPANY, a California corporation, as Investment Manager under the Amended and Restated Investment Management and Custody Agreement dated as of December 11, 2003 among Xxxxx X. Xxxxxxx, Xx. Partition Trust, Xxxxx X. Xxxxxxx, Xx. Trust, Xxxx Xxxxxxx Xxxxxxx Xxxxxx Partition Trust, Xxxx Xxxxxxx Uihlien Trust, TCW Asset Management Company and Trust Company of the West, a California trust company, as Sub-Custodian
By:
Name:		Xxxx X. Xxxxxx
Title:		Managing Director
By:
Name:		Xxxxxxx Xxxxxx
Title:		Senior Vice President

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

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

D.E. SHAW LAMINAR PORTFOLIOS, LLC

By:

Name:

Title:

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

2079517 ONTARIO LIMITED

By:

Name:

Title:

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

TRIDENT ENERGY OPPORTUNITY,

L.P., by its general partner, TRIDENT

ENERGY OPPORTUNITY GP, INC.

By:

Name:

Title:

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

XXXXXXX SACHS & CO.

By:

Name:

Title:

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

EDGESTONE CAPITAL MEZZANINE FUND II, L.P.

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

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

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

ALEXANDRA GLOBAL MASTER FUND, LTD.
By:		Alexandra Investment
Management, LLC (as investment advisor)
By:
Name:
Title:

[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:
Name:		Xxxxxx Xxxxxxx
Title:		Director

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

VIKING GLOBAL EQUITIES LP						VGE III PORTFOLIO LTD.
By:						By:
Name:						Name:
Title:						Title:

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

ARBITER PARTNERS LP, by its general partner, BROKEN CLOCK MANAGEMENT LLC
By:
Name:		Xxxx X. Xxxxx
Title:		Managing Director

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

FIDUCIARY TRUST INTERNATIONAL COMPANY, custodian for XXXX X. XXXXX

By:

Name:

Title:

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

FRONTPOINT ENERGY HORIZONS FUND, L.P.

By:

Name:

Title:

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

DEEPHAVEN RELATIVE VALUE EQUITY TRADING, LTD.

By:

Name:

Title:

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

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

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

STRATEGIC ENERGY FUND

By:

Name:

Title:

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

TREATY OAK MASTER FUND, LP						TREATY OAK IRONWOOD, LTD.
By:						By:
Name:						Name:
Title:						Title:
TREATY OAK ACORN FUND, LP
By:
Name:
Title:

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

XXXXXXX NEW ERA INTERNATIONAL, L.P.

By: Xxxxxxx Investment Company LLC,

General Partner

By:

Name:

Title:

XXXXXXX SMALL CAP INTERNATIONAL, L.P.

By: Xxxxxxx Investment Company LLC,

General Partner

By:

Name:

Title:

CHILTON GLOBAL NATURAL RESOURCES
PARTNERS, L.P.

By: Xxxxxxx Investment Company LLC,

General Partner

By:

Name:

Title:

XXXXXXX INTERNATIONAL, L.P.

By: Xxxxxxx Investment Company LLC,

General Partner

By:

Name:

Title:

CHILTON NEW ERA PARTNERS, L.P.

By: Xxxxxxx Investment Company LLC,

General Partner

By:

Name:

Title:

XXXXXXX SMALL CAP PARTNERS, L.P.

By: Xxxxxxx Investment Company LLC,

General Partner

By:

Name:

Title:

CHILTON QP INVESTMENT PARTNERS, L.P.

By: Xxxxxxx Investment Company LLC,

General Partner

By:

Name:

Title:

XXXXXXX INVESTMENT PARTNERS, L.P.

By: Xxxxxxx Investment Company LLC,

General Partner

By:

Name:

Title:

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

XXXXXXX OPPORTUNITY TRUST, L.P.

By: Xxxxxxx Investment Company LLC,

General Partner

By:

Name:

Title:

XXXXXXX OPPORTUNITY INTERNATIONAL, L.P.

By: Xxxxxxx Investment Company LLC,

General Partner

By:

Name:

Title:

XXXXXXX GLOBAL PARTNERS, L.P.

By: Xxxxxxx Investment Company LLC,

General Partner

By:

Name:

Title:

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

BLACKROCK, INC. on behalf of

ALL-CAP ENERGY HEDGE FUND LLC

By:

Name:

Title:

BLACKROCK, INC. on behalf of

RAYTHEON MASTER PENSION TRUST #2 ALL CAP ENERGY ACCOUNT

By:

Name:

Title:

BLACKROCK, INC. on behalf of

RAYTHEON MASTER PENSION TRUST ALL CAP ENERGY ACCOUNT

By:

Name:

Title:

BLACKROCK, INC. on behalf of

RAYTHEON COMBINED DB/DC MASTER TRUST ENERGY HEDGE ACCOUNT

By:

Name:

Title:

BLACKROCK, INC. on behalf of

UNIVERSITY OF TEXAS GENERAL ENDOWMENT FUND ALL CAP ENERGY PORTFOLIO

By:

Name:

Title:

BLACKROCK, INC. on behalf of

EDISON SOURCES LTD.

By:

Name:

Title:

BLACKROCK, INC. on behalf of

RAYTHEON COMBINED DB-DC MASTER TRUST ALL CAP ENERGY

By:

Name:

Title:

BLACKROCK, INC. on behalf of

RAYTHEON MASTER PENSION TRUST ENERGY HEDGE ACCOUNT

By:

Name:

Title:

BLACKROCK, INC. on behalf of

SSR ENERGY AND NATURAL RESOURCES HEDGE FUND LLC

By:

Name:

Title:

BLACKROCK, INC. on behalf of

UNIVERSITY OF TEXAS PERMANENT UNIVERSITY FUND ALL CAP ENERGY PORTFOLIO

By:

Name:

Title:

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

MAGNETAR CAPITAL MASTER FUND, LTD.
By:		Magnetar Financial LLC, its
		Investment Manager
By:
Name:		Xxxx Xxxxx
Title:		General Counsel

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

Witness as to the signature of Xxx Xxxxx		XXX XXXXX
Witness as to the signature of Xxxx Xxxx		XXXX XXXX
Witness as to the signature of Xxxxxx X. Xxxxxxxx		XXXXXX X. XXXXXXXX

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

SCHEDULE “A”

ADDRESSES FOR NOTICE

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

if to TRC:

Trident Resources Corp.
0000, 000-0 Xxxxxx XX
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: President
Facsimile: (000) 000-0000

With copies to:

Blake, Xxxxxxx & Xxxxxxx LLP
855 — 2nd Street S.W., Suite 3500
Calgary, Alberta T2P 4J8
Attention: John Eamon
Facsimile: (000) 000-0000

Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxx Xxxxx
Facsimile: (000) 000-0000

if to Xxx Xxxxx:

0000, 000-0 Xxxxxx XX
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxx Xxxxx
Facsimile: (000) 000-0000

if to Xxxx Xxxx:

0000, 000-0 Xxxxxx XX
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxx Xxxx
Facsimile: (000) 000-0000

if to Xxxxxx Xxxxxxxx:

000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxxx
Facsimile: (000) 000.0000

if to Aurora Energy Partners, L.P.:

Aurora Energy Partners, L.P.
c/o Argue Xxxxxxx Xxxxxxxx & Xxxxx, LLP
00 X. Xxxxxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
Attention: Xxxx X. Xxxxxxx
Facsimile: (000) 000-0000

if to The Xxxxxxx X. XxXxxx Family Trust:

The Xxxxxxx X. XxXxxx Family Trust
Attention: Xxxxxxx X. XxXxxx, Investment Trustee
c/o Alaska Trust Company
0000 Xxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Fax No: (000) 000-0000

54

if to The XxXxxx Family Irrevocable GST Trust:

Wyoming Bank & Trust
0000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxx, Trustee
Facsimile: (000) 000-0000

if to Clery SARL, at

Clery SARL
c/o Ospraie Management, X.X.
Xxxxx Investment Corp.
000 — 0xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxx
Facsimile: (000) 000-0000

with copies to:

Clery Sari
0, xxx Xxxxxxxx, X-0000 Xxxxxxxxxx
Tel: x000.00.00.00 (general)
Tel: x000.00.00.00.000 (direct)
Fax: x000.00.00.00

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

981443 Alberta Ltd., General Partner of Trident
Exploration Limited Partnership
c/o Trident Exploration Corp.
0000, 000-0 Xxxxxx XX
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: President
Facsimile: (000) 000-0000

55

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

981443 Alberta Ltd, General Partner of Trident
Exploration (2003) Limited Partnership I
Trident Exploration Corp.
0000, 000-0 Xxxxxx XX
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: President
Facsimile: (000) 000-0000

if to 000000 Xxxxxxx Ltd, General Partner of Trident Exploration (2005) Limited Partnership I:

981443 Alberta Ltd., General Partner of Trident
Exploration (2005) Limited Partnership I
c/o Trident Exploration Corp.
0000, 000-0 Xxxxxx XX
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: President
Facsimile: (000) 000-0000

if to 000000 Xxxxxxx Ltd, General Partner of Trident Exploration (2005) Limited Partnership II:

981443 Alberta Ltd, General Partner of Trident
Exploration (2005) Limited Partnership II
Trident Exploration Corp.
0000, 000-0 Xxxxxx XX
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: President
Facsimile: (000) 000-0000

56

if to Natural Resources Portfolio of The Prudential Sector Funds, Inc.:
		Natural Resources Portfolio of The Prudential Sector Funds, Inc.
		c/o Jennison Associates LLC
		000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
		Xxx Xxxx, XX 00000
		Attention: Xxxxx Xxxxxx
		Facsimile: (000) 000-0000
		with copies to:
		Natural Resources Portfolio of The Prudential Sector Funds, Inc.
		c/o Jennison Associates LLC
		000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
		Xxx Xxxx, XX 00000
		Attention:		Xxxxxx Xxxxxx,
				Vice President and Corporate Counsel
		Facsimile:		(000)000-0000
if to Xxxxxxxx Utility Fund:
		Xxxxxxxx Utility Fund
		c/o Jennison Associates LLC
		000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
		Xxx Xxxx, XX 00000
		Attention: Xxxxx Xxxx
		Facsimile: (000) 000-0000
		with copies to:
		Xxxxxxxx Utility Fund
		Xxxxxxxx Associates LLC
		000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
		Xxx Xxxx, XX 00000
		Attention:		Xxxxxx Xxxxxx
				Vice President and Corporate Counsel
		Facsimile:		(000)000-0000

57

if to Xxxxxxxx Natural Resources Fund, Inc.:
		Xxxxxxxx Natural Resources Fund, Inc.
		c/o Jennison Associates LLC
		000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
		Xxx Xxxx, XX 00000
		Attention: Xxxxx Xxxxxx
		Facsimile: (000) 000-0000
		with copies to:
		Xxxxxxxx Natural Resources Fund, Inc.
		c/o Jennison Associates LLC
		000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
		Xxx Xxxx, XX 00000
		Attention:		Xxxxxx Xxxxxx,
				Vice President and Corporate Counsel
		Facsimile:		(000)000-0000
if to Xxxxxxxx Value Fund:
		Xxxxxxxx Value Fund
		c/o Jennison Associates LLC
		000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
		Xxx Xxxx, XX 00000
		Attention: Xxxxx Xxxxxx
		Facsimile: (000) 000-0000
		with copies to:
		Xxxxxxxx Value Fund
		c/o Jennison Associates LLC
		000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
		Xxx Xxxx, XX 00000
		Attention:		Xxxxxx Xxxxxx
				Vice President and Corporate Counsel
		Facsimile:		(000)000-0000

58

if to Value Portfolio of The Prudential Series Fund, Inc.:
		Value Portfolio of The Prudential Series Fund, Inc.
		c/o Jennison Associates LLC
		000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
		Xxx Xxxx, XX 00000
		Attention: Xxxxx Xxxxxx
		Facsimile: (000) 000-0000
		with copies to:
		Value Portfolio of The Prudential Series Fund, Inc.
		c/o Jennison Associates LLC
		000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
		Xxx Xxxx, XX 00000
		Attention:		Xxxxxx Xxxxxx
				Vice President and Corporate Counsel
		Facsimile:		(000)000-0000
if to Samsung Life Investment (America), Ltd.:
		Samsung Life Investment (America), Ltd.
		c/o Jennison Associates LLC
		000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
		Xxx Xxxx, XX 00000
		Attention: Xxxxx Xxxxxx
		Facsimile: (000) 000-0000
		with copies to:
		Samsung Life Investment (America), Ltd.
		c/o Jennison Associates LLC
		000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
		Xxx Xxxx, XX 00000
		Attention:		Xxxxxx Xxxxxx,
				Vice President and Corporate Counsel
		Facsimile:		(000)000-0000

59

if to RFG Private Equity Limited Partnership No. 1B:
		RFG Private Equity Limited Partnership Xx. 0X
		00xx Xxxxx, Xxx Xxxxxxx Xxxxx
		Xxxxxxxx, Xxxxxxxx X0X 0X0
		Attention: Secretary
		Facsimile: (000) 000-0000
if to RFG Private Equity Limited Partnership No. 1C:
		RFG Private Equity Limited Partnership Xx. 0X
		00xx Xxxxx, Xxx Xxxxxxx Xxxxx
		Xxxxxxxx, Xxxxxxxx X0X 0X0
		Attention: Secretary
		Facsimile: (000) 000-0000
if to Blackstone Mezzanine Partners L.P.:
		Blackstone Mezzanine Partners L.P.
		000 Xxxx Xxxxxx
		Xxx Xxxx, Xxx Xxxx 00000
		Attention:		Xxxxxxxxx Xxxxxxx or his authorized representative
		Facsimile:		(000) 000-0000
if to Blackstone Mezzanine Holdings L.P.:
		Blackstone Mezzanine Holdings L.P.
		000 Xxxx Xxxxxx
		Xxx Xxxx, Xxx Xxxx 00000
		Attention:		Xxxxxxxxx Xxxxxxx or his authorized representative
		Facsimile:		(000) 000-0000

60

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

TD Capital Mezzanine Partners (QLP) L.P.
c/o TD Capital Mezzanine Partners
TD Tower
00 Xxxxxxxxxx Xxxxxx Xxxx, 00xx Xxxxx
Xxxxxxx, XX X0X 0X0
Attention: Xxx Xxxxxx
Facsimile: (000) 000-0000

if to The Toronto-Dominion Bank:

The Toronto-Dominion Bank
c/o TD Capital Mezzanine Partners
TD Tower
00 Xxxxxxxxxx Xxxxxx Xxxx, 00xx Xxxxx
Xxxxxxx, XX X0X 0X0
Attention: Xxx Xxxxxx
Facsimile: (000) 000-0000

if to Toronto Dominion Investments, Inc.:

Toronto Dominion Investments, Inc.
c/o TD Capital Mezzanine Partners
TD Tower
00 Xxxxxxxxxx Xxxxxx Xxxx, 00xx Xxxxx
Xxxxxxx, XX X0X 0X0
Attention: Xxx Xxxxxx
Facsimile: (000) 000-0000

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

TD Capital Mezzanine Partners (Non-QLP) L.P.
c/o TD Capital Mezzanine Partners
TD Tower
00 Xxxxxxxxxx Xxxxxx Xxxx, 00xx Xxxxx
Xxxxxxx, XX X0X 0X0
Attention: Xxx Xxxxxx
Facsimile: (000) 000-0000

61

if to Perry Partners International, Inc.:

Perry Capital
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxx Xxxxx / Xxx Xxxxxx
Facsimile: (000) 000-0000

if to Auda Classic P.L.C.:

Perry Capital
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxx Xxxxx / Xxx Xxxxxx
Facsimile: (000) 000-0000

if to Perry Partners L.P.:

Perry Capital
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxx Xxxxx / Xxx Xxxxxx
Facsimile: (000) 000-0000

62

if to Prudential Capital Partners, L.P.:

Prudential Capital Partners, L.P.
c/o Prudential Capital Group
0000 Xxxx Xxxxxx, Xxxxx 0000X
Xxxxxx, XX 00000
Attention: Managing Director
Facsimile: (000) 000-0000

with copies to:

Prudential Capital Partners, L.P.
c/o Prudential Capital Group
Two Prudential Plaza, Suite 5600
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
Facsimile: (000) 000-0000

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

Prudential Capital Partners Management Fund, L.P.
c/o Prudential Capital Group
0000 Xxxx Xxxxxx, Xxxxx 0000X
Xxxxxx, XX 00000
Attention: Managing Director
Facsimile: (000) 000-0000

with copies to:

Prudential Capital Partners Management Fund, L.P.
c/o Prudential Capital Group
Two Prudential Plaza, Suite 5600
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
Facsimile: (000) 000-0000

63

if to BTR Global Arbitrage Trading Limited:

Salida Capital Corp.
0 Xxxxx Xxxxxx Xxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxx Xxxxxxxx
Facsimile: (000) 000-0000

if to BTR Global Opportunity Trading Limited:

Salida Capital Corp.
0 Xxxxx Xxxxxx Xxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxx Xxxxxxxx
Facsimile: (000) 000-0000

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

Samsung Life Investment (America), Ltd.
c/o Jennison Associates LLC
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxxx
Facsimile: (000) 000-0000

with copies to:

Samsung Life Investment (America), Ltd.
c/o Jennison Associates LLC
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxx,

 Vice President and Corporate Counsel

Facsimile: (000) 000-0000

64

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

D.E. Shaw Laminar Portfolios, LLC
000 Xxxx 00^xx Xxxxxx, 00^xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxxx
Facsimile: (000) 000-0000

if to 2079517 Ontario Ltd.:

2079517 Ontario Ltd.
Xxx Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxx Xxxxx
Facsimile: (000) 000-0000

if to Trident Energy Opportunity, L.P.:

Trident Energy Opportunity, L.P.
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxxx
Facsimile: (000) 000-0000

With copies to:

Orrick, Herrigton & Sutcliffe, LLP
000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000-0000
Attention: Xxxxxx Xxxxxxxx
Facsimile: (000) 000-0000

if to Xxxxxxx Xxxxx & Co.:

Xxxxxxx Sachs & Co.
GS E&P Capital
0000 Xxxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxx
Facsimile: (000) 000-0000

65

With copies to:

Xxxxxxx Sachs & Co.
Multistraties Group Operations
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Facsimile: (000) 000-0000

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

Edgestone Capital Mezzanine Fund, L.P.
c/o Edgestone Capital Partners
The Exchange Tower
000 Xxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxx, XX X0X 0X0
Attention: Romeo Leemrijse
Facsimile: (000) 000-0000

if to Alexandra Global Master Fund, Ltd.:

Alexandra Global Master Fund, Ltd.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx and Xxxxx Xxxxxx
Facsimile: (000) 000-0000

66

if to Cheyne Special Situations Investments S.á.x.x.:

00, xxx Xxxx Xxxxx
X-0000 Xxxxxxxxxx
Attention: Xxxx Xxxxxxx
Facsimile: (000) 000.00.00.00

With copies to:

BisysHedge Fund Services (Ireland) Limited
0^xx Xxxxx, Xxxxx A
George’s Quay, Dublin 2 Ireland
Attention: Xxxx Xxxx
Facsimile: (000) 000.0000.0000

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

c/o TCW Asset Management Company
Three Xxxxx Center
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Facsimile: (000) 000-0000

With copies to:

Trust Company of the West
000 X. Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
Facsimile: (00) 000-0000

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

c/o TCW Asset Management Company
Three Xxxxx Center
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Facsimile: (000) 000-0000

67

With copies to:

Trust Company of the West
000 X. Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
Facsimile: (00) 000-0000

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

c/o TCW Asset Management Company
Three Xxxxx Center
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Facsimile: (000) 000-0000

With copies to:

Trust Company of the West
000 X. Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
Facsimile: (00) 000-0000

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

c/o TCW Asset Management Company
Three Xxxxx Center
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Facsimile: (000) 000-0000

With copies to:

Trust Company of the West
000 X. Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
Facsimile: (00) 000-0000

68

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

c/o TCW Asset Management Company
Three Xxxxx Center
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Facsimile: (000) 000-0000

With copies to:

Trust Company of the West
000 X. Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
Facsimile: (00) 000-0000

if to Trust Company of the West as Sub-Custodian under the Amended and Restated Investment Management and Custody Agreement Dated as of December 11, 2003, among Xxxxx X. Xxxxxxx, Xx. Partition Trust, Xxxxx X. Xxxxxxx, Xx. Trust, Xxxx Xxxxxxx Xxxxxxx Xxxxxx Partition Trust, Xxxx Xxxxxxx Uihlien Trust, TWC Asset Management Company and Trust Company of the West:

c/o TCW Asset Management Company
Three Xxxxx Center
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Facsimile: (000) 000-0000

With copies to:

Trust Company of the West
000 X. Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
Facsimile: (00) 000-0000

69

if to Amber Master Fund (Cayman) SPC:

Amber Master Fund (Cayman) SPC, on behalf of
Segregated Portfolio X and Segregated Portfolio Y
c/o Amber Capital Investment Management
000 Xxxxxxxxx Xxxxxx, 00^xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxx
Facsimile: (000) 000-0000

if to Viking Global Equities LP:

Viking Global Equities LP
c/o Viking Global Investors LP
00 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxx Xxxxx
Facsimile: (000) 000-0000

if to VGE III Portfolio Ltd.:

VGE III Portfolio Ltd.
c/o Viking Global Investors LP
00 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxx Xxxxx
Facsimile: (000) 000-0000

if to Arbiter Partners LP:

Arbiter Partners LP
x/x Xxxxxxx Xxxxxxxxxx, X.X.X.
000 Xxxxx Xxxxxx, 00^xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxx
Facsimile: (000) 000-0000

70

if to Fiduciary Trust International Company, custodian for Xxxx X. Xxxxx:

Fiduciary Trust International Company, custodian for Xxxx X. Xxxxx
00 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxx
Facsimile: (000) 000-0000

if to Hoplite Partners, L.P.:

Hoplite Partners, L.P.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxx Xxxx
Facsimile: (000) 000-0000

if to Hoplite Offshore Fund, Ltd.:

Hoplite Offshore Fund, Ltd.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxx Xxxx
Facsimile: (000) 000-0000

if to Treaty Oak Ironwood, Ltd.:

Treaty Oak Ironwood, Ltd.
c/o Treaty Oak Capital Management, LP
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attention: Xxxxxxxx Xxxx
Facsimile: (000) 000-0000

71

if to Treaty Oak Master Fund, LP:

Treaty Oak Master Fund, LP
c/o Treaty Oak Capital Management, LP
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attention: Xxxxxxxx Xxxx
Facsimile: (000) 000-0000

if to Treaty Oak Acorn Fund, LP:

Treaty Oak Acorn Fund, LP
c/o Treaty Oak Capital Management, LP
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attention: Xxxxxxxx Xxxx
Facsimile: (000) 000-0000

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

FrontPoint Energy Horizons Fund, L.P.
Two Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx Xxx
Facsimile: (000) 000-0000

if to Deephaven Relative Value Equity Trading, Ltd.

Deephaven Relative Value Equity Trading, Ltd.
000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: Xxx Xxxxxxx
Facsimile: (000) 000-0000

72

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

Xxxxxxx New Era International, L.P.
c/o Chilton Investment Company
0000 Xxxx Xxxx Xxxxxx, 0^xx Xxxxx
Xxxxxxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000

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

Xxxxxxx New Era Partners, L.P.
c/o Chilton Investment Company
0000 Xxxx Xxxx Xxxxxx, 0^xx Xxxxx
Xxxxxxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000

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

Xxxxxxx Small Cap International, L.P.
c/o Chilton Investment Company
0000 Xxxx Xxxx Xxxxxx, 0^xx Xxxxx
Xxxxxxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000

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

Xxxxxxx Small Cap Partners, L.P.
c/o Chilton Investment Company
0000 Xxxx Xxxx Xxxxxx, 0^xx Xxxxx
Xxxxxxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000

73

if to Xxxxxxx Opportunity International, L.P.:

Xxxxxxx Opportunity International, L.P.
c/o Chilton Investment Company
0000 Xxxx Xxxx Xxxxxx, 0^xx Xxxxx
Xxxxxxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000

if to Xxxxxxx Global Partners, L.P.:

Xxxxxxx Global Partners, L.P.
c/o Chilton Investment Company
0000 Xxxx Xxxx Xxxxxx, 0^xx Xxxxx
Xxxxxxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000

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

Xxxxxxx Global Natural Resources Partners, L.P.
c/o Chilton Investment Company
0000 Xxxx Xxxx Xxxxxx, 0^xx Xxxxx
Xxxxxxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000

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

Xxxxxxx QP Investment Partners, L.P.
c/o Chilton Investment Company
0000 Xxxx Xxxx Xxxxxx, 0^xx Xxxxx
Xxxxxxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000

74

if to Xxxxxxx International, L.P.:

Xxxxxxx International, L.P.
c/o Chilton Investment Company
0000 Xxxx Xxxx Xxxxxx, 0^xx Xxxxx
Xxxxxxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000

if to Xxxxxxx Investment Partners, L.P.:

Xxxxxxx Investment Partners, L.P.
c/o Chilton Investment Company
0000 Xxxx Xxxx Xxxxxx, 0^xx Xxxxx
Xxxxxxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000

if to Xxxxxxx Opportunity Trust, L.P.:

Xxxxxxx Opportunity Trust, L.P.
c/o Chilton Investment Company
0000 Xxxx Xxxx Xxxxxx, 0^xx Xxxxx
Xxxxxxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000

if to Strategic Energy Fund:

Strategic Energy Fund
000 Xxxx Xxxxxx Xxxx, Xxxxx 0000
Xxxxxxx, XX X0X 0X0
Attention: Xxxxxxx Xxxx
Facsimile: (000) 000-0000

75

if to All-Cap Energy Hedge Fund LLC:

c/o Blackrock, Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxxx
Facsimile: (000) 000-0000

if to Edison Sources Ltd:

c/o Blackrock, Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxxx
Facsimile: (000) 000-0000

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

c/o Blackrock, Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxxx
Facsimile: (000) 000-0000

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

c/o Blackrock, Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxxx
Facsimile: (000) 000-0000

if to Raytheon Master Pension Trust All Cap Energy Account:

c/o Blackrock, Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxxx
Facsimile: (000) 000-0000

76

if to Raytheon Master Pension Trust Energy Hedge Account:

c/o Blackrock, Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxxx
Facsimile: (000) 000-0000

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

c/o Blackrock, Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxxx
Facsimile: (000) 000-0000

if to SSR Energy and Natural Resources Hedge Fund LLC:

c/o Blackrock, Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxxx
Facsimile: (000) 000-0000

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

c/o Blackrock, Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxxx
Facsimile: (000) 000-0000

77

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

c/o Blackrock, Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxxx
Facsimile: (000) 000-0000

if to Magnetar Capital Master Fund, Ltd.:

Magnetar Financial LLC
0000 Xxxxxxxxx Xxxxxx, 00^xx Xxxxx
Xxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxx
Facsimile: (000) 000-0000

78

SCHEDULE “B”

STOCKHOLDER UNDERTAKING

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

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

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

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

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

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

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

               THIS UNDERTAKING executed effective the                      day of                                         , 200___.

By:

Name:

Title:

Address for Notices:

Facsimile No: