•] Common Shares NACG HOLDINGS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 12th, 2006 • NACG Holdings Inc. • Oil & gas field services, nec • New York
Credit Suisse Securities (USA) LLC, UBS Securities LLC, As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629.
PURCHASE AGREEMENT Among NORAMA LTD. and NORTH AMERICAN EQUIPMENT LTD. (“SELLERS”) and MARTIN GOUIN and ROGER GOUIN (“PRINCIPALS”) and NACG PREFERRED CORP. and NACG ACQUISITION INC. (“BUYERS”) Entered into as of October 31, 2003Purchase Agreement • October 12th, 2006 • NACG Holdings Inc. • Oil & gas field services, nec • Alberta
WHEREAS Norama desires to sell, transfer and assign to Newco the NACGI Exchange Shares and to sell, transfer and assign to Acquisition Sub the NACGI Cash Shares, together being all of the Shares in the share capital of NACGI and Newco and Acquisition Sub desire to acquire the Shares, all upon the terms and subject to the conditions set forth herein;
VOTING AND CORPORATE GOVERNANCE AGREEMENTVoting and Corporate Governance Agreement • October 12th, 2006 • NACG Holdings Inc. • Oil & gas field services, nec • Delaware
This Voting and Corporate Governance Agreement (“Agreement”) is made by and among NACG Holdings Inc., a Canadian federal corporation (“Company”), certain of the persons or entities who have committed to purchase Common Shares (as defined herein) on the Effective Date (as defined herein) whose names appear on the signature page(s) of this Agreement under the caption “Holders” (referred to hereinafter individually as an “Initial Holder” and collectively as the “Initial Holders”) and the persons whose names appear on the signature pages of this Agreement under the caption “Voting Representatives.”
November 21, 2003Letter Agreement • October 12th, 2006 • NACG Holdings Inc. • Oil & gas field services, nec • Texas
This letter agreement will confirm the agreement between The Sterling Group, L.P. (“Sterling”), Genstar Capital, L.P. (“Genstar”), Perry Strategic Capital, Inc. (“Perry”) and Stephens Group, Inc. (“Stephens”) (Sterling, Genstar, Perry and Stephens being individually referred to herein as a “Sponsor” and collectively referred to herein as the “Sponsors”) on the one hand and NACG Holdings Inc., (“Parent”), NACG Preferred Corp. (“Newco”), North American Energy Partners Inc. (“Holdco”) and NACG Acquisition Inc. (“Acquisition Sub”) and each of their present and future direct and indirect wholly-owned subsidiaries (collectively, the “Companies” and individually, a “Company”) on the other hand, in connection with the acquisition by the Companies of substantially all of the assets of North American Equipment Ltd. (“NAEL”) and all of the outstanding shares of North American Construction Group Inc. (“NACGI”) (the “Acquisition”), and future services to be rendered to the Companies as follows:
SERIES A PREFERRED SHARE PURCHASE AGREEMENTSeries a Preferred Share Purchase Agreement • October 12th, 2006 • NACG Holdings Inc. • Oil & gas field services, nec • Alberta
