Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FbqXSFTpVaoyXJ8cqjWRRRjvA6tD9oosG7AjfBHusK8Apz/7l93Fx/R/ntSNcW9g +U1nB2IJJksuPhUoGeF+Rg== 0001193125-06-237257.txt : 20061116 0001193125-06-237257.hdr.sgml : 20061116 20061116164510 ACCESSION NUMBER: 0001193125-06-237257 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061116 DATE AS OF CHANGE: 20061116 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PANDA ETHANOL, INC. CENTRAL INDEX KEY: 0001167880 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 330986282 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79327 FILM NUMBER: 061223676 BUSINESS ADDRESS: STREET 1: 3375 TOOPAL DRIVE STREET 2: SUITE 101 CITY: OCEANSIDE STATE: CA ZIP: 92054 BUSINESS PHONE: 760-277-1505 MAIL ADDRESS: STREET 1: 3375 TOOPAL DRIVE STREET 2: SUITE 101 CITY: OCEANSIDE STATE: CA ZIP: 92054 FORMER COMPANY: FORMER CONFORMED NAME: Cirracor Inc DATE OF NAME CHANGE: 20040616 FORMER COMPANY: FORMER CONFORMED NAME: FULL CIRCLE PROMOTIONS INC DATE OF NAME CHANGE: 20020220 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Panda Energy International Inc CENTRAL INDEX KEY: 0001380778 IRS NUMBER: 752571155 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4100 SPRING VALLEY STREET 2: SUITE 1001 CITY: DALLAS STATE: TX ZIP: 75244 BUSINESS PHONE: 972-980-7159 MAIL ADDRESS: STREET 1: 4100 SPRING VALLEY STREET 2: SUITE 1001 CITY: DALLAS STATE: TX ZIP: 75244 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Panda Ethanol, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

698338100

(CUSIP Number)

Panda Energy International, Inc.

4100 Spring Valley, Suite 1001

Dallas, Texas 75244

(972) 980-7159

Copy to:

Janice V. Sharry

Thomas H. Yang

Haynes and Boone, LLP

901 Main Street, Suite 3100

Dallas, Texas 75202

(214) 651-5545

(214) 200-0641 (fax)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 6, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), (f) or (g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D


CUSIP No. 698338100


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)

	Panda Energy International, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ¨
	(b) ¨
3	SEC USE ONLY

4	SOURCE OF FUNDS

	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		13,817,341
		8 SHARED VOTING POWER

		0
		9 SOLE DISPOSITIVE POWER

		13,817,341
		10 SHARED DISPOSITIVE POWER

		0


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	13,817,341
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	46.1%
14	TYPE OF REPORTING PERSON

	CO

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Item 1. Security and Issuer.

This statement relates to the common stock, par value $0.001 per share (“Common Stock”), of Panda Ethanol, Inc., a Nevada corporation (the “Issuer”). The address of the principal executive office of the Issuer is 4100 Spring Valley Road, Suite 1002, Dallas, Texas 75244.

Item 2. Identity and Background.

This statement is being filed by Panda Energy International, Inc., a Texas corporation (the “Company”). The Company is in the business of developing, financing, constructing and operating power generation facilities and other large scale, energy-related projects. The address of the Company’s principal business and principal office is 4100 Spring Valley Road, Suite 1001, Dallas, Texas 75244.

Attached as Schedule A is a chart setting forth, with respect to each executive officer and director of the Company, his or her name, residence or business address, present principal occupation or employment (including the name, principal business and address of any corporation or other organization in which such employment is conducted) as of the date hereof.

During the past five years, neither the Company nor, to the best knowledge of the Company, any executive officer or director of the Company named on Schedule A, have been convicted in a criminal proceeding or been a party to a civil proceeding, in either case of the type specified in Items 2(d) or (e) of Schedule 13D.

Each of the directors and executive officers identified on Schedule A is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration.

Pursuant to the Agreement and Plan of Merger dated May 18, 2006, by and among Cirracor, Inc. (“Cirracor”), Panda Ethanol, Inc. (“Panda Ethanol”) and Grove Panda Investments, LLC and the First Amendment to Agreement and Plan of Merger dated as of June 7, 2006, by and among Cirracor, Inc., Panda Ethanol, Inc. and Grove Panda Investments, LLC (as amended, the “Merger Agreement”), Panda Ethanol merged with and into Cirracor (the “Merger”) on November 6, 2006. Upon consummation of the Merger, the surviving company changed its name to Panda Ethanol, Inc. In connection with the Merger, the Company acquired 13,817,341 shares of Common Stock in exchange for an equal number of shares of common stock of Panda Ethanol held by the Company prior to the Merger.

The terms of the Merger are more fully described in the Merger Agreement, which has been previously filed as an exhibit to the Issuer’s Report on Form 8-K dated November 13, 2006 and incorporated herein by reference for all purposes. Any references to or descriptions of the Merger and the Merger Agreement are qualified in their entirety by reference to the Merger Agreement.

Item 4. Purpose of Transaction.

As described in Item 3 above, this Schedule 13D relates to the acquisition of Panda Ethanol by Cirracor pursuant to the terms of the Merger Agreement. For a description of the Merger Agreement, see Item 3 above, which description is incorporated herein by reference in response to this Item 4.

The Company acquired the shares of Common Stock for investment purposes. The Company intends to assess its investment in the Issuer from time to time on the basis of various factors, including, without limitation, the Issuer’s business, financial condition, results of operations and prospects, general economic, market and industry conditions, as well as other developments and other investment opportunities. Depending upon the foregoing factors or any other factors deemed relevant by the Company, the Company may acquire additional shares of Common Stock, or dispose of all or part of its shares of Common Stock, in open market transactions,

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privately negotiated transactions or otherwise. Any such acquisitions or dispositions may be effected by the Company at any time without prior notice. The Company may engage in communications from time to time with one or more shareholders, officers or directors of the Issuer regarding the Issuer’s operating performance, strategic direction or other matters that, if effected, could result in or relate to, among other things, any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as described herein, the Company does not have any present plans or intentions which would result in or relate to any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) As of November 15, 2006, the Company was the beneficial owner of the following shares of Common Stock:


Filing Person	No. Shares of Common Stock Beneficially Owned	Percentage of Common Stock Beneficially Owned
Panda Energy International, Inc.	13,817,341	46.1	%

To the Company’s best knowledge, no shares of the Issuer’s Common Stock are beneficially owned by any of the persons identified in Schedule A to this Schedule 13D.

(b) As of November 15, 2006, the Company possessed the voting power over the following shares of Common Stock:


Panda Energy International, Inc.

Sole power to vote or to direct the vote:		13,817,341 shares of Common Stock

Shared power to vote or to direct the vote:		0 shares of Common Stock

Sole power to dispose or to direct the disposition		13,817,341 shares of Common Stock

Shared power to dispose or to direct the disposition		0 shares of Common Stock

To the Company’s best knowledge, none of the persons identified in Schedule A to this Schedule 13D individually possess voting or dispositive power over the Issuer’s Common Stock.

(c) Other than the acquisition of shares of Common Stock in connection with the Merger described in Item 3 hereof, no transactions in the Issuer’s Common Stock were effected during the past sixty days by the persons named in response to Item 5(a).

(d) Not applicable.

(e) Not applicable.

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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The Common Stock beneficially owned by the Company is subject to a registration rights agreement, the terms of which are summarized below:

Overview. All of the shares of Common Stock that were issued by Cirracor pursuant to the Merger in exchange for securities purchased pursuant to that certain Purchase Agreement dated as of June 7, 2006 (“Registrable Securities”) are subject to the Registration Rights Agreement dated as of June 7, 2006 and amended as of November 13, 2006 (the “Registration Rights Agreement”). The Registration Rights Agreement entitles the stockholders that are parties thereto (each a “Holder” and collectively the “Holders”) to certain rights with respect to the registration of shares of Registrable Securities for resale under the Securities Act.

Registrations. Pursuant to the Registration Rights Agreement, the Issuer must file a universal “shelf” registration statement within 75 calendar days of the Merger. The Issuer must keep such registration statement continuously effective under the Securities Act until the earlier of (A) the date on which there ceases to be outstanding any Registrable Securities, and (B) the date on which all Registrable Securities have been sold, or may be sold without volume restrictions pursuant to Rule 144(k) under the Securities Act. The Issuer is not to file a registration statement to which the Holders of a majority of Registrable Securities, excluding the Company, shall reasonably object in good faith.

If the Issuer fails to file a registration statement within the specified time, or in certain other circumstances, the Issuer must pay to each Holder partial liquidated damages equal to 1.00% of the aggregate purchase price paid by such Holder, to accrue monthly but not to accrue in excess of 24 months.

If there is not an effective registration statement covering all of the Registrable Securities and the Issuer prepares a registration statement relating to an offering for its own account or the account of others, other than a registration statement on Forms S-4 or S-8, then all Holders will be entitled to piggyback registration rights, allowing them to have their shares included in the registration.

Underwritten offering. During a specified time after the registration statement becomes effective, and subject to certain restrictions and limitations, the Holders of at least 22.5% of the Registrable Securities may request in writing that the Company commence an underwritten offering in which the Registrable Securities are offered and sold on a firm commitment basis through one or more underwriters. In connection with any underwritten offering, the Holders agree, to the extent requested by the managing underwriters, not to sell, offer to sell, grant any option or otherwise transfer or dispose of any Registrable Securities or other shares of Common Stock of the Issuer then owned by such Holder for a period of 60 days following such underwritten offering.

Limitations. The Issuer will not be in breach of its obligations under the Registration Rights Agreement for failing to take any action otherwise required if it determines that such action would require the Issuer to disclose material, non-public information that the Issuer has a bona fide business or legal reason for not disclosing.

The Issuer agreed not to enter into any agreement with respect to its securities that would have the effect of impairing the rights granted to the Holders in the Registration Rights Agreement. The Issuer also agreed not to grant registration rights more favorable than the rights specified in the Registration Rights Agreement to any subsequent holder of its securities without either offering the same rights to all Holders or obtaining the written consent from Holders owning at least 50.1% of the Registrable Securities.

Indemnification. The Issuer has agreed to customary indemnification of each Holder of Registrable Securities.

Amendments and waivers. The provisions of the Registration Rights Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions may not be given, unless the

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same shall be in writing and signed by the Issuer and the Holders of at least sixty-six and two-third percent (66 2/3%) of the then outstanding Registrable Securities.

Lockup. Prior to the date upon which the registration statement becomes effective, the Company has agreed not to pledge, sell, contract to sell or sell any option or contract to purchase or otherwise transfer or dispose of, any of its Registrable Securities. Further, for six months following the effective date of the registration statement, the Company has agreed to similar restrictions on the sale of seventy-five percent (75%) of its Registrable Securities that are registered for resale pursuant to the initial registration statement. Notwithstanding the lockup provision, the Company is permitted to pledge up to fifty percent (50%) of its Registrable Securities pursuant to a bona fide commercial lending arrangement based on the credit of the Company.

The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to Exhibits 3 and 4 hereto, which are incorporated herein by reference for all purposes.

Item 7. Material to Be Filed as Exhibits.


Exhibit 1.		Agreement and Plan of Merger dated as of May 18, 2006, by and among Cirracor, Inc., Panda Ethanol, Inc. and Grove Panda Investments, LLC (incorporated herein by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Panda Ethanol, Inc. on November 13, 2006).

Exhibit 2.		First Amendment to Agreement and Plan of Merger dated as of June 7, 2006, by and among Cirracor, Inc., Panda Ethanol, Inc. and Grove Panda Investments, LLC (incorporated herein by reference to Exhibit 2.2 of the Current Report on Form 8-K filed by Panda Ethanol, Inc. on November 13, 2006).

Exhibit 3.		Registration Rights Agreement dated as of June 7, 2006, by and among Panda Ethanol, Inc., Panda Energy International, Inc. and the purchasers named therein (incorporated herein by reference to Exhibit 4.3 of the Current Report on Form 8-K filed by Panda Ethanol, Inc. on November 13, 2006).

Exhibit 4.		First Amendment to Registration Rights Agreement dated November 13, 2006, by and among Panda Ethanol, Inc., Panda Energy International, Inc. and the purchasers named therein.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: November 16, 2006	By:	/s/ ROBERT W. CARTER
		Robert W. Carter
		Chief Executive Officer
		Panda Energy International, Inc.

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Schedule A

Set forth below is the name and present principal occupation or employment (including the name, principal business and address of any corporation or other organization in which such employment is conducted) of each director and executive officer of Panda Energy International, Inc. The business address of each such person listed below is c/o Panda Energy International, Inc., 4100 Spring Valley Road, Suite 1002, Dallas, Texas 75244.


Name		Principal Occupation or Employment
Robert W. Carter Executive Officer and Director		Chairman and Chief Executive Officer Panda Energy International, Inc. 4100 Spring Valley Road, Suite 1001 Dallas, TX 75244

Janice Carter Executive Officer and Director		Executive Vice President – Administration, Secretary & Treasurer Panda Energy International, Inc. 4100 Spring Valley Road, Suite 1001 Dallas, TX 75244

Frank M. Dickerson Director		Chairman and Chief Executive Officer Arc One, LLC 1010 Northwest Blvd. Winston-Salem, NC 27101

William Huffman Director		(semi-retired) Brown & Brown Insurance 201 East First Street Rome, GA 30161

David Pruitt Director		Retired

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EX-99.4 2 dex994.htm FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT First Amendment to Registration Rights Agreement

Exhibit 4

FIRST AMENDMENT TO

REGISTRATION RIGHTS AGREEMENT

This First Amendment to Registration Rights Agreement (this “Amendment”) is entered into as of November 13, 2006, among Panda Ethanol, Inc., a Delaware corporation (the “Company”), Panda Energy International, Inc., a Texas corporation (“PEII”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).

The Company, PEII and the Purchasers are parties to that certain Registration Rights Agreement, dated as of June 7, 2006, among the Company, PEII, and the Purchasers (the “Agreement”).

Pursuant to Section 6(f) of the Agreement, the provisions of the Agreement may be amended, modified or supplemented, and waivers or consents to departures from the provisions thereof may be given, if the same shall be in writing and signed by the Company and the Holders (defined below) of at least sixty-six and two-thirds percent (66-2/3%) of the then outstanding Registrable Securities (defined below).

As of the date of this Amendment, PEII and the Purchasers constitute the Holders of at least sixty-six and two-thirds percent (66-2/3%) of the outstanding Registrable Securities and the Company, PEII and the Purchasers desire to amend, modify and supplement the Agreement as provided in this Amendment. The Company, PEII and each Purchaser hereby agree as follows:

1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Agreement shall have the meanings given such terms in the Agreement.

2. Definition of “Public Shares”. The definition of “Public Shares” in Section 1 of the Agreement is hereby amended and restated in its entirety as follows:

“‘Public Shares’ means the shares of Common Stock, par value $0.001 per share, issued by Cirracor in accordance with the terms and conditions of the Merger Agreement in exchange for securities purchased pursuant to the Purchase Agreement.”

3. Definition of “Registrable Securities”. The definition of “Registrable Securities” in Section 1 of the Agreement is hereby amended and restated in its entirety as follows:

“‘Registrable Securities’ means all of (i) the Public Shares issued to the Purchasers pursuant to the Merger and (ii) any shares of Common Stock, par value $0.001 per share, of Cirracor issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the Public Shares. If, for any reason, the Commission refuses to permit all of the Public Shares described in (i) and (ii) above to be registered on a single registration statement, then all of the Public Shares issued to the Purchasers shall be registered together with as many additional Public Shares held by PEII as the Commission will permit to be registered in such initial registration statement, and

the balance of PEII’s Public Shares shall be registered on another registration statement filed only after the effective date of the registration statement registering the Public Shares issued to the Purchasers; provided, however, if, for any reason, the Commission refuses to permit any of the Public Shares held by PEII to be registered and refuses to permit all of the Public Shares of the Purchasers to be registered, then the Purchasers shall reduce the number of their Public Shares to be registered on a pro rata basis as between the Purchasers.”

4. Section 6(i). Section 6(i) of the Agreement is hereby amended and restated in its entirety as follows:

“Except as set forth on Schedule 6(i), neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Except as set forth on Schedule 6(i), neither the Company nor any of its subsidiaries has previously entered into any agreement granting any registration rights with respect to any of its securities to any Person that have not been satisfied in full. Except as set forth on Schedule 6(i), the Company hereby agrees that it will not grant registration rights more favorable than the rights specified herein to any subsequent holder of its securities without either offering the same rights to all Holders or obtaining the written consent from Holders beneficially owning in the aggregate at least 50.1% of the Registrable Securities.”

5. Annex A. Annex A to the Agreement is hereby supplemented to add the party or parties listed on Annex A to this Amendment to the list of “Acceptable Managing Underwriters” specified on Annex A to the Agreement.

6. Schedule 6(b). Schedule 6(b) to the Agreement is hereby amended, deleted and replaced in its entirety with Schedule 6(b) to this Amendment.

7. Schedule 6(i). The Agreement is hereby supplemented to add Schedule 6(i) to this Amendment as Schedule 6(i) of the Agreement.

8. Other Agreements. The Company and each of the Holders hereby acknowledges and agrees that this Amendment shall not in any way affect or diminish the rights of the Company or any of the Holders under the Agreement, except as specifically contemplated by this Amendment.

9. Conditions Precedent. Notwithstanding anything to the contrary in this Amendment, this Amendment shall inure to the benefit of and be effective and binding upon the successors and permitted assigns of each of the parties hereto and shall inure to the benefit of and be effective and binding upon each Holder and the successors and permitted assigns of each Holder.

10. Miscellaneous.

(a) Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

(b) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be determined in accordance with the provisions of the Agreement.

(c) Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

(d) Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(e) Headings. The headings in this Amendment are for convenience only, do not constitute a part of this Amendment, and shall not be deemed to limit or affect any of the provisions hereof.

[Remainder of Page Intentionally Left Blank.

Signature Pages to Follow]

IN WITNESS WHEREOF, the parties have executed this First Amendment to Registration Rights Agreement as of the date first written above.


PANDA ETHANOL, INC.

By:		/s/ MICHAEL A. TRENTEL
Name:		Michael A. Trentel
Title:		Chief Financial Officer

[SIGNATURE PAGE OF HOLDERS FOLLOWS]

[SIGNATURE PAGE OF HOLDERS TO FIRST AMENDMENT TO RRA]

Name of Holder: Panda Energy International, Inc.

Signature of Authorized Signatory of Holder: /s/ ROBERT W. CARTER

Name of Authorized Signatory: Robert W. Carter

Title of Authorized Signatory: Chairman & CEO

[SIGNATURE PAGES CONTINUE]

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[SIGNATURE PAGE OF HOLDERS TO FIRST AMENDMENT TO RRA]

Name of Holder: FrontPoint Energy Horizons Fund, L.P.

By: FrontPoint Energy Horizons Fund GP, LLC

Signature of Authorized Signatory of Holder: /s/ ARTHUR J. LEV

Name of Authorized Signatory: Arthur J. Lev

Title of Authorized Signatory: Authorized Signatory

[SIGNATURE PAGES CONTINUE]

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[SIGNATURE PAGE OF HOLDERS TO FIRST AMENDMENT TO RRA]

Name of Holder: GLG European Long-Short Fund

By: GLG Partners LP acting as Investment Manager for GLG European Long-Short Fund

Signature of Authorized Signatory of Holder: /s/ VICTORIA PARRY

Name of Authorized Signatory: Victoria Parry

Title of Authorized Signatory: Senior Legal Counsel

Signature of Authorized Signatory of Holder: /s/ SIMON WHITE

Name of Authorized Signatory: Simon White

Title of Authorized Signatory: Chief Operating Officer

[SIGNATURE PAGES CONTINUE]

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[SIGNATURE PAGE OF HOLDERS TO FIRST AMENDMENT TO RRA]

Name of Holder: GLG Global Utilities Fund

By: GLG Partners LP as Investment Manager of GLG Global Utilities Fund

Signature of Authorized Signatory of Holder: /s/ VICTORIA PARRY

Name of Authorized Signatory: Victoria Parry

Title of Authorized Signatory: Senior Legal Counsel

Signature of Authorized Signatory of Holder: /s/ SIMON WHITE

Name of Authorized Signatory: Simon White

Title of Authorized Signatory: Chief Operating Officer

[SIGNATURE PAGES CONTINUE]

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[SIGNATURE PAGE OF HOLDERS TO FIRST AMENDMENT TO RRA]

Name of Holder: GLG North American Opportunity Fund

By: GLG Partners LP acting as Investment Manager for GLG North American Opportunity Fund

Signature of Authorized Signatory of Holder: /s/ VICTORIA PARRY

Name of Authorized Signatory: Victoria Parry

Title of Authorized Signatory: Senior Legal Counsel

Signature of Authorized Signatory of Holder: /s/ SIMON WHITE

Name of Authorized Signatory: Simon White

Title of Authorized Signatory: Chief Operating Officer

[SIGNATURE PAGES CONTINUE]

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[SIGNATURE PAGE OF HOLDERS TO FIRST AMENDMENT TO RRA]

Name of Holder: FrontPoint Utility and Energy Fund, L.P.

By: FrontPoint Utility and Energy Fund GP, LLC

Signature of Authorized Signatory of Holder: /s/ ARTHUR J. LEV

Name of Authorized Signatory: Arthur J. Lev

Title of Authorized Signatory: Authorized Signatory

[SIGNATURE PAGES CONTINUE]

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[SIGNATURE PAGE OF HOLDERS TO FIRST AMENDMENT TO RRA]

Name of Holder: Bonanza Master Fund Ltd.

Signature of Authorized Signatory of Holder: /s/ BRIAN LADIN

Name of Authorized Signatory: Brian Ladin

Title of Authorized Signatory: Partner

[SIGNATURE PAGES CONTINUE]

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