0000950129-06-007238 Sample Contracts

NACG HOLDINGS INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 21st, 2006 • NACG Holdings Inc. • Delaware

This Registration Rights Agreement (“Agreement”) is made and entered into by and among NACG Holdings Inc., a Canadian federal corporation (“Company”), and the other signatories hereto who have committed, subject to certain conditions, to become holders of Qualified Registrable Securities (as defined herein) on the Effective Date whose names appear on the signature pages of this Agreement:

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FIRST AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JULY 19, 2006 AMONG NORTH AMERICAN ENERGY PARTNERS INC. as Borrower, THE LENDERS LISTED HEREIN, as Lenders and BNP PARIBAS (CANADA), as Administrative Agent and Collateral Agent
Credit Agreement • July 21st, 2006 • NACG Holdings Inc. • Alberta

This FIRST AMENDED AND RESTATED CREDIT AGREEMENT is dated as of July 19, 2006 and entered into by and among NORTH AMERICAN ENERGY PARTNERS INC., a Canadian corporation, THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “Lender” and collectively as “Lenders”), BNP PARIBAS (CANADA), as administrative agent for Lenders (in such capacity, “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).

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