INDEMNITY AGREEMENTIndemnity Agreement • June 8th, 2005 • Griffiths Pile Driving Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Alberta
each of the above entities being a corporation incorporated under the laws of Canada, and referred to herein separately as a “Corporation” and collectively as the “Corporations”
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 8th, 2005 • Griffiths Pile Driving Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Alberta
THIS INTERCREDITOR AGREEMENT (this “Agreement”), dated as of May 19, 2005, is made by and between GE Canada Finance Holding Company, as collateral agent for First Lien Secured Parties (as hereinafter defined) (together with any replacement or successor agent, “First Lien Collateral Agent”), Wells Fargo Bank, N.A., as agent for Second Lien Secured Parties (as hereinafter defined) (together with any replacement or successor agent, “Trustee”) and Computershare Trust Company of Canada, as a sub-collateral agent under the Indenture (as herein after defined) (the “Sub-Collateral Agent”, each of the Trustee, the Sub-Collateral Agent and any other sub-collateral agent appointed pursuant to Section 20(l) hereof, being a “Second Lien Collateral Agent” and collectively, the “Second Lien Collateral Agents”; and together with First Lien Collateral Agent, the “Agents”).
NORTH AMERICAN ENERGY PARTNERS INC., as the Issuer, EACH OF THE GUARANTORS PARTY HERETO, as Guarantors, and WELLS FARGO BANK, N.A., as Trustee.North American • June 8th, 2005 • Griffiths Pile Driving Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
INDENTURE, dated as of May 19, 2005, among NORTH AMERICAN ENERGY PARTNERS INC., a Canadian federal corporation (the “Company”), the Guarantors (as defined herein) and WELLS FARGO BANK, N.A., as trustee (the “Trustee”).
CREDIT AGREEMENT DATED AS OF MAY 19, 2005 AMONG NORTH AMERICAN ENERGY PARTNERS INC. as Borrower, THE LENDERS LISTED HEREIN, as Lenders, BNP PARIBAS (CANADA), as Administrative Agent and GE CANADA FINANCE HOLDING COMPANY, as Collateral AgentCredit Agreement • June 8th, 2005 • Griffiths Pile Driving Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Alberta
This CREDIT AGREEMENT is dated as of May 19, 2005 and entered into by and among NORTH AMERICAN ENERGY PARTNERS INC., a Canadian corporation (“Company”), 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 GE CANADA FINANCE HOLDING COMPANY, as collateral agent (the “Collateral Agent”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG NORTH AMERICAN ENERGY PARTNERS INC. AND THE GUARANTORS NAMED HEREIN AS ISSUERS AND JEFFERIES & COMPANY, INC. AS INITIAL PURCHASER DATED AS OF MAY 19, 2005Registration Rights Agreement • June 8th, 2005 • Griffiths Pile Driving Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of April 26, 2005, as amended (the “Purchase Agreement”), by and among the Issuers and the Initial Purchaser (i) for the benefit of the Initial Purchaser and (ii) for the benefit of the holders from time to time of the Initial Notes (including the Initial Purchaser). In order to induce the Initial Purchaser to purchase the Initial Notes, the Issuers have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchaser set forth in Section 4(a) of the Purchase Agreement.
