First Amending Agreement



 EXHIBIT 10.6 
  
 FIRST AMENDING AGREEMENT 
  
 DATED AS OF MARCH 31, 2004 
  
 AMONG 
  
 NORTH AMERICAN ENERGY PARTNERS INC. 
 as Borrower, 
  
 THE LENDERS LISTED HEREIN, 
 as Lenders, 
  
 ROYAL BANK OF CANADA, 
 as Administrative Agent 
  
 and 
  
 BNP PARIBAS SECURITIES CORPORATION 
 RBC CAPITAL MARKETS 
 as 
 Lead Arrangers and 
 Book Managers 
  
 and 
  
 BNP PARIBAS 
 as Syndication Agent 
  







 NORTH AMERICAN 
 ENERGY PARTNERS INC. 
  
 FIRST AMENDING AGREEMENT

  
 This FIRST AMENDING AGREEMENT is dated as of March 31, 2004
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, as syndication agent for Lenders (in such capacity, “Syndication Agent”), and ROYAL BANK OF CANADA (“RBC”), as
administrative agent for Lenders (in such capacity, “Administrative Agent”). 
  
 R E C I T A L S 
  
 WHEREAS the parties
hereto are parties to the Credit Agreement; 
  
 AND WHEREAS the
parties have agreed to amend certain provisions of the Credit Agreement as hereinafter set forth; 
  
 NOW THEREFORE in consideration of the covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by each of the parties hereto, the parties hereto agree as follow: 
  
 1. INTERPRETATION 
  
 1.1 Definitions. In this
Agreement and the recitals hereto, unless something in the subject matter or context is inconsistent therewith: 
  
 “Agreement” means this agreement, as amended, modified, supplemented or restated from time to time; and 
  
 “Credit Agreement” means the Credit Agreement dated as of November
26, 2003 among the Company, the Lenders, the Syndication Agent, and the Administrative Agent. 
  
 1.2 Other Terms. Capitalized terms used herein without express definition shall have the same meanings herein as are ascribed thereto in the Credit Agreement. 
  
 1.3 Headings. The division of this Agreement into Sections and the insertion of headings are for the convenience of reference
only and shall not affect the construction or interpretation of this Agreement. The terms of “this Agreement”, “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any
particular Section or other portion hereof and include any agreements supplemental hereto. 
  
 1.4 Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the Province of Alberta. 







 2. AMENDMENTS 
  
 2.1 Minimum Interest Coverage Ratio. Clause (a) of Section 9.6A of the Credit Agreement is amended by deleting “2.10:1.00”, and replacing it with
“1.50:1.00”. 
  
 2.2 Minimum Fixed Charge Coverage Ratio.
Clause (a) of Section 9.6B of the Credit Agreement is amended by deleting “1.10:1.00”, and replacing it with “0.75:1.00”. 
  
 2.3 Maximum Leverage Ratio. The first line in the table in Section 9.6C of the Credit Agreement is amended by deleting “4.25:1:00”, and replacing
it with “5.00:1.00”. 
  
 2.4 Financial Plan Extension. The
time for delivery by the Company of its Financial Plan for Fiscal Year 2005 pursuant to Section 8.1(ix) of the Credit Agreement shall be extended to April 30, 2004. 
  
 3. REPRESENTATIONS AND WARRANTIES 
  
 In order to induce the Lenders to enter into this Agreement, Company represents and warrants to the Lenders, the Syndication Agent, and the Administrative Agent:

  
 (a) the representations and warranties made by
Company in Section 7 of the Credit Agreement, and by Loan Parties in each of the other Loan Documents to which it is a party, are true and correct in all material respects (or, if any such representation or warranty is expressly stated to have been
made as of a specific date, as of such specific date); and 
  
 (b) no Default or Event of Default has occurred and is continuing. 
  
 Each
representation and warranty made in this Agreement shall survive the execution and delivery of this Agreement. 
  
 4. CONFIRMATION OF CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS 
  
 The Credit Agreement and the other Loan Documents and all covenants, terms and provisions thereof, except as expressly amended and supplemented by this Agreement,
shall be and continue to be in full force and effect, and the Credit Agreement as amended and supplemented by this Agreement and each of the other Loan Documents is hereby ratified and confirmed and shall from and after the date hereof continue in
full force and effect as herein amended and supplemented, with such amendments and supplements being effective as of the date hereof. 
  
 5. FURTHER ASSURANCES 
  
 The parties hereto shall from time to time do all such further acts and things and execute and deliver all such documents as are required in order to effect the
full intent of and fully perform and carry out the terms of this Agreement. 
  
  

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 6. COUNTERPARTS 
  
 This Agreement may be executed in any number of counterparts, including by facsimile, all of which taken together shall constitute one and the same instrument and
any of the parties hereto may execute this Agreement by signing any such counterpart. 
  
 IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. 
  

			
	COMPANY: 
	
	NORTH AMERICAN ENERGY PARTNERS INC.
		
	 By:
	 	 /S/    VINCENT J. GALLANT

	 	 	

	 	 	 Name: Vincent J. Gallant

	 	 	 Title: Vice President, Finance

	
	LENDERS: 
	 	 	 
	
	ROYAL BANK OF CANADA 
		
	 By:
	 	 /S/    KEVIN ADAMS

	 	 	

	 	 	 Name: Kevin Adams

	 	 	 Title: Authorized Signatory

	
	BNP PARIBAS (CANADA) 
		
	 By:
	 	 /S/    ERIC BORROMEO

	 	 	

	 	 	 Name: Eric Borromeo

	 	 	 Title: Vice President, Leveraged Finance

		
	 By:
	 	 /S/    JAMES GOODALL

	 	 	

	 	 	 Name: James Goodall

	 	 	 Title: Managing Director, Leveraged Finance & Real Estate Finance



  
  
  

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	ALBERTA TREASURY BRANCHES
		
	 By:
	 	 /S/    RAYMOND C. WELLS

	 	 	

	 	 	 Name: Raymond C. Wells

	 	 	 Title: General Manager

		
	 By:
	 	 /S/    IVAN W. SAWCHUK

	 	 	

	 	 	 Name: Ivan W. Sawchuk

	 	 	 Title: Senior Credit Manager

	
	BANK OF NOVA SCOTIA
		
	 By:
	 	 /S/    RON RUSSELL

	 	 	

	 	 	 Name: Ron Russell

	 	 	 Title: Senior Relationship Manager

		
	 By:
	 	 /S/    E.L. GRIBBEN

	 	 	

	 	 	 Name: E.L. Gribben

	 	 	 Title: Sr. Manager Credit

	
	CANADIAN WESTERN BANK
		
	 By:
	 	 /S/    RICHARD HALLSON

	 	 	

	 	 	 Name: Richard Hallson

	 	 	 Title: Assistant Vice President

		
	 By:
	 	 /S/    MALCOLM OGRODNICK

	 	 	

	 	 	 Name: Malcolm Ogrodnick

	 	 	 Title: Manager, Commercial Banking

	
	CIT FINANCIAL LIMITED
		
	 By:
	 	 /S/    ALLAN G. CAMPBELL

	 	 	

	 	 	 Name: Allan G. Campbell

	 	 	 Title: Senior Vice President Equipment Finance, Canada

		
	 By:
	 	 /S/    IAN WHEELER

	 	 	

	 	 	 Name: Ian Wheeler

	 	 	 Title: Senior Vice President Equipment Finance, Canada



  

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	HSBC BANK CANADA
		
	 By:
	 	 /S/    BARRY TAITINGER

	 	 	

	 	 	 Name: Barry Taitinger

	 	 	 Title: Senior Account Manager

		
	 By:
	 	 /S/    R. Lloyd Strain

	 	 	

	 	 	 Name: R. Lloyd Strain

	 	 	 Title: Vice President and Manager



  

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	ADMINISTRATIVE AGENT:
	
	ROYAL BANK OF CANADA, as
Administrative Agent
		
	 By:
	 	 /S/    GAIL WATKIN

	 	 	

	 	 	 Name: Gail Watkin

	 	 	 Title: Manager, Agency



  

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