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                                                                     Exhibit 4.3


                          REGISTRATION RIGHTS AGREEMENT

                                  BY AND AMONG

                       NORTH AMERICAN ENERGY PARTNERS INC.

                                       AND

                           THE GUARANTORS NAMED HEREIN

                                   AS ISSUERS

                                       AND

                          BNP PARIBAS SECURITIES CORP.

                                       AND

                       RBC DOMINION SECURITIES CORPORATION

                              AS INITIAL PURCHASERS


                          DATED AS OF NOVEMBER 26, 2003

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                          Registration Rights Agreement

          This Registration Rights Agreement (this "Agreement") is made and
entered into as of November 26, 2003, by and among North American Energy
Partners Inc., a Canadian federal corporation (the "Company"), the Guarantors
listed on Schedule I hereto (the "Guarantors" and, together with the Company,
the "Issuers") and the Initial Purchasers set forth on Schedule II to the
Purchase Agreement (as defined below) (each an "Initial Purchaser" and,
collectively, the "Initial Purchasers"), each of whom has agreed to purchase the
Issuers' 8 3/4% Senior Notes due 2011 (the "Initial Notes") pursuant to the
Purchase Agreement (as defined below).

          This Agreement is made pursuant to the Purchase Agreement, dated as of
November 21, 2003 (the "Purchase Agreement"), by and among the Issuers and the
Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for
the benefit of the holders from time to time of the Initial Notes (including you
and each other Initial Purchaser named in the Purchase Agreement. In order to
induce the Initial Purchasers 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 Purchasers set forth in Section 3(a) of the Purchase Agreement.

          The parties hereby agree as follows:

          Section 1.  Definitions

          As used in this Agreement, the following capitalized terms shall have
the following meanings:

          Advice: As defined in Section 6(c) hereof.

          Broker-Dealer: Any broker or dealer registered under the Exchange Act.

          Closing Date: The date of this Agreement.

          Commission: The Securities and Exchange Commission.

          Consummate: A registered Exchange Offer shall be deemed "Consummated"
     for purposes of this Agreement upon the occurrence of all of the following
     (i) the filing and effectiveness under the Securities Act of the Exchange
     Offer Registration Statement relating to the Exchange Notes to be issued in
     the Exchange Offer, (ii) the maintenance of such Registration Statement
     continuously effective and the keeping of the Exchange Offer open for a
     period not less than the minimum period required pursuant to Section 3(b)
     hereof, and (iii) the delivery by the Issuers to the Registrar under the
     Indenture of Exchange Notes in the same aggregate principal amount as the
     aggregate principal amount of Initial Notes that were tendered by Holders
     thereof pursuant to the Exchange Offer.

          Effectiveness Target Date: As defined in Section 5 hereof.

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          Exchange Act: The Securities Exchange Act of 1934, as amended.

          Exchange Notes: The 8 3/4% Senior Notes due 2011, of the same series
     under the Indenture as the Initial Notes, to be issued to Holders in
     exchange for Transfer Restricted Notes pursuant to this Agreement.

          Exchange Offer: The registration by the Issuers under the Securities
     Act of the Exchange Notes pursuant to a Registration Statement pursuant to
     which the Issuers offer the Holders of all outstanding Transfer Restricted
     Notes the opportunity to exchange all such outstanding Transfer Restricted
     Notes held by such Holders for Exchange Notes in an aggregate principal
     amount equal to the aggregate principal amount of the Transfer Restricted
     Notes tendered in such exchange offer by such Holders.

          Exchange Offer Registration Statement: The Registration Statement
     relating to the Exchange Offer, including the related Prospectus.

          Guarantor: As defined in the preamble hereto.

          Holders: As defined in Section 2(b) hereof.

          Indemnified Holder: As defined in Section 8(a) hereof.

          Indenture: The Indenture, dated as of November 26, 2003, among the
     Issuers and Wells Fargo Bank, N.A., as trustee (the "Trustee"), pursuant to
     which the Notes are to be issued, as such Indenture is amended or
     supplemented from time to time in accordance with the terms thereof.

          Initial Notes: The 8 3/4% Senior Notes due 2011, of the same series
     under the Indenture as the Exchange Notes, for so long as such securities
     constitute Transfer Restricted Notes.

          Initial Placement: The issuance and sale by the Issuers of the Initial
     Notes to the Initial Purchasers pursuant to the Purchase Agreement.

          Initial Purchasers: As defined in the preamble hereto.

          Interest Payment Date: As defined in the Indenture and the Notes.

          Liquidated Damages: As defined in Section 5 hereof.

          NASD: The National Association of Securities Dealers, Inc.

          Notes: The Initial Notes and the Exchange Notes.

          Person: An individual, partnership, corporation, trust or
     unincorporated organization, or a government or agency or political
     subdivision thereof.

          Prospectus: The prospectus included in a Registration Statement, as
     amended or supplemented by any prospectus supplement and by all other
     amendments thereto,

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     including post-effective amendments, and all material incorporated by
     reference into such Prospectus.

          Registration Default: As defined in Section 5 hereof.

          Registration Statement: Any registration statement of the Company
     relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer
     or (b) the registration for resale of Transfer Restricted Notes pursuant to
     the Shelf Registration Statement, which is filed pursuant to the provisions
     of this Agreement, in each case, including the Prospectus included therein,
     all amendments and supplements thereto (including post-effective
     amendments) and all exhibits and material incorporated by reference
     therein.

          Securities Act: The Securities Act of 1933, as amended.

          Shelf Filing Deadline: As defined in Section 4 hereof.

          Shelf Registration Statement: As defined in Section 4 hereof.

          Transfer Restricted Note: Each Note, until the earliest to occur of
     (a) the date on which such Note is exchanged in the Exchange Offer and
     entitled to be resold to the public by the Holder thereof without complying
     with the prospectus delivery requirements of the Securities Act, (b) the
     date on which such Note has been effectively registered under the
     Securities Act and disposed of in accordance with a Shelf Registration
     Statement, (c) the date on which such Note is distributed to the public
     pursuant to Rule 144 under the Securities Act or by a Broker-Dealer
     pursuant to the "Plan of Distribution" contemplated by the Exchange Offer
     Registration Statement (including delivery of the Prospectus contained
     therein), (d) the date on which such Note is eligible to be sold without
     volume or manner of sale restrictions pursuant to paragraph (k) of Rule 144
     (or any similar provision then in effect), and (e) the date on which such
     Note ceases to be outstanding.

          Trust Indenture Act: The Trust Indenture Act of 1939 (15 U.S.C.
     Sections 77aaa to 77bbbb) as in effect on the date of the Indenture.

          Underwritten Registration or Underwritten Offering: A registration in
     which securities of the Company are sold to an underwriter for reoffering
     to the public.

          Section 2.  Securities Subject To This Agreement

          (a)  Transfer Restricted Notes. The notes entitled to the benefits of
this Agreement are the Transfer Restricted Notes.

          (b)  Holders of Transfer Restricted Notes. A Person is deemed to be a
holder of Transfer Restricted Notes (each, a "Holder") whenever such Person owns
Transfer Restricted Notes.

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          Section 3.  Registered Exchange Offer

          (a)  Unless the Exchange Offer shall not be permissible under
applicable law or Commission policy (after the procedures set forth in Section
6(a) below have been complied with), the Issuers shall (i) cause to be filed
with the Commission as soon as practicable after the Closing Date, but in no
event later than 90 days after the Closing Date, a single Registration Statement
under the Securities Act relating to the Exchange Notes and the Exchange Offer,
(ii) use their respective commercially reasonable efforts to cause such
Registration Statement to become effective as soon as practicable, but in no
event later than 190 days after the Closing Date, (iii) in connection with the
foregoing, file (A) all pre-effective amendments to such Registration Statement
as may be necessary in order to cause such Registration Statement to become
effective and (B) if applicable, a post-effective amendment to such Registration
Statement pursuant to Rule 430A under the Securities Act, (iv) cause all
necessary filings in connection with the registration and qualification of the
Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are
necessary to permit Consummation of the Exchange Offer, and (v) upon the
effectiveness of such Registration Statement, commence the Exchange Offer. The
Exchange Offer Registration Statement shall be on the appropriate form
permitting registration of the Exchange Notes to be offered in exchange for the
Transfer Restricted Notes and to permit resales of Notes held by Broker-Dealers
as contemplated by Section 3(c) below.

          (b)  The Issuers shall use their respective commercially reasonable
efforts to (i) keep the Exchange Offer Registration Statement continuously
effective and (ii) keep the Exchange Offer open for a period of not less than
the minimum period required under applicable federal and state securities laws
to Consummate the Exchange Offer; provided, however, that in no event shall such
period be less than 30 days after the date notice of the Exchange Offer is
mailed to the Holders. The Issuers shall cause the Exchange Offer to comply with
all applicable federal and state securities laws and all applicable Canadian
securities laws. No securities other than the Notes shall be included in the
Exchange Offer Registration Statement. The Issuers shall use their respective
commercially reasonable efforts to cause the Exchange Offer to be Consummated
promptly after the Exchange Offer Registration Statement has become effective,
but in no event later than 225 days after the Closing Date. Any Registration
Statement or other document delivered to persons in Canada in connection with
the Exchange Offer that constitutes an "offering memorandum" for the purposes of
applicable Canadian securities laws shall contain all disclosure required by
such laws. The Exchange Notes shall carry the applicable legend specified in
Section 2.5 of Multilateral Instrument 45-102 of the Canadian Securities
Administrators. The Issuers shall file all reports required by applicable
Canadian securities laws in respect of the issuance of Exchange Notes to persons
in Canada.

          (c)  The Issuers shall indicate in a "Plan of Distribution" section
contained in the Prospectus forming a part of the Exchange Offer Registration
Statement that any Broker-Dealer who holds Initial Notes that are Transfer
Restricted Notes and that were acquired for its own account as a result of
market-making activities or other trading activities (other than Transfer
Restricted Notes acquired directly from the Issuers), may exchange such Initial
Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed
to be an "underwriter" within the meaning of the Securities Act and must,
therefore, deliver a prospectus meeting the requirements of the Securities Act
in connection with any resales of the Exchange Notes received by such
Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may
be

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satisfied by the delivery by such Broker-Dealer of the Prospectus contained in
the Exchange Offer Registration Statement. Such "Plan of Distribution" section
shall also contain all other information with respect to such resales by
Broker-Dealers that the Commission may require in order to permit such resales
pursuant thereto, but such "Plan of Distribution" shall not name any such
Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer
except to the extent required by the Commission as a result of a change in
policy after the date of this Agreement.

          The Issuers shall use their respective commercially reasonable efforts
to keep the Exchange Offer Registration Statement continuously effective,
supplemented and amended as required by the provisions of Section 6(c) below to
the extent necessary to ensure that it is available for resales of Notes
acquired by Broker-Dealers for their own accounts as a result of market-making
activities or other trading activities, and to ensure that it conforms with the
requirements of this Agreement, the Securities Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period
ending on the earlier of (i) 180 days from the date on which the Exchange Offer
Registration Statement is declared effective and (ii) the date on which a
Broker-Dealer is no longer required to deliver a prospectus in order to resell
the Exchange Notes or in connection with market-making or other trading
activities.

          The Issuers shall provide sufficient copies of the latest version of
such Prospectus to Broker-Dealers promptly upon request at any time during such
180-day (or shorter as provided in the foregoing sentence) period in order to
facilitate such resales.

          Section 4.  Shelf Registration

          (a)  Shelf Registration. If (i) the Issuers are not required to file
an Exchange Offer Registration Statement or to consummate the Exchange Offer
because the Issuers determine in good faith after consultation with counsel that
the Exchange Offer is not permitted by applicable law or Commission policy
(after the procedures set forth in Section 6(a) below have been complied with),
or (ii) any Holder of Transfer Restricted Notes notifies the Company in writing
prior to the 20/th/ day following the consummation of the Exchange Offer that
(A) such Holder is prohibited by applicable law or Commission policy from
participating in the Exchange Offer, or (B) such Holder may not resell the
Exchange Notes acquired by it in the Exchange Offer to the public without
delivering a prospectus and that the Prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales by such
Holder, or (C) such Holder is a Broker-Dealer, and holds Initial Notes acquired
directly from the Issuers or one of their respective affiliates, then, upon such
Holder's request, the Issuers shall:

          (x)  use their respective commercially reasonable efforts to cause to
     be filed a shelf registration statement pursuant to Rule 415 under the
     Securities Act, which may be an amendment to the Exchange Offer
     Registration Statement (in either event, the "Shelf Registration
     Statement") as promptly as practicable after receipt of notice pursuant to
     Section 4(a) (such date being the "Shelf Filing Deadline"), which Shelf
     Registration Statement shall provide for resales of all Transfer Restricted
     Notes the Holders of which shall have provided the information required
     pursuant to Section 4(b) hereof; and

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          (y)  use their respective commercially reasonable efforts to cause
     such Shelf Registration Statement to be declared effective by the
     Commission on or before the 90/th/ day after the Shelf Filing Deadline.

The Issuers shall use their respective commercially reasonable efforts to keep
such Shelf Registration Statement continuously effective, supplemented and
amended as required by the provisions of Sections 6(b) and (c) hereof to the
extent necessary to ensure that it is available for resales of Notes by the
Holders of Transfer Restricted Notes entitled to the benefit of this Section
4(a), and to ensure that it conforms with the requirements of this Agreement,
the Securities Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period ending on the earlier of (i) two years
from the Closing Date or such shorter period that will terminate when all the
Transfer Restricted Notes covered by the Shelf Registration Statement have been
sold in the manner set forth and as contemplated by the Registration Statement
and (ii) the date on which the Notes become eligible for resale without volume
restrictions pursuant to Rule 144 under the Securities Act.

          (b)  Provision by Holders of Certain Information in Connection with
the Shelf Registration Statement. No Holder of Transfer Restricted Notes may
include any of its Transfer Restricted Notes in any Shelf Registration Statement
pursuant to this Agreement, or be entitled to any Liquidated Damages, if any,
with respect thereto, unless and until such Holder furnishes to the Company in
writing, within 10 business days after receipt of a request therefor, such
information as the Company may reasonably request for use in connection with any
Shelf Registration Statement or Prospectus or preliminary prospectus included
therein. Each Holder as to which any Shelf Registration Statement is being
effected agrees to furnish promptly to the Company all information required to
be disclosed in order to make the information previously furnished to the
Company by such Holder not materially misleading.

          Section 5.  Liquidated Damages

          If (i) any of the Registration Statements required by this Agreement
is not filed with the Commission on or prior to the date specified for such
filing in this Agreement, (ii) any of such Registration Statements has not been
declared effective by the Commission on or prior to the date specified for such
effectiveness in this Agreement (the "Effectiveness Target Date"), (iii) the
Exchange Offer has not been Consummated within 225 days after the Closing Date
or (iv) any Registration Statement required by this Agreement is filed and
declared effective but shall thereafter cease to be effective without being
succeeded immediately by a post-effective amendment to such Registration
Statement that cures such failure to be effective and that is itself immediately
declared effective (each such event referred to in clauses (i) through (iv), a
"Registration Default"), the Issuers, jointly and severally, hereby agree to pay
to each Holder of the Transfer Restricted Notes affected thereby Liquidated
Damages in an amount equal to one quarter of one percent (0.25%) per annum on
principal amounts of the Transfer Restricted Notes held by such Holder during
the 90-day period immediately following the occurrence of any Registration
Default and shall increase by an additional one quarter of one percent (0.25%)
per annum on the principal amounts of such Transfer Restricted Notes at the end
of each subsequent 90-day period, but in no event shall such increase exceed
2.00% per annum (any such interest assessed upon the occurrence of Registration
Default is referred to as "Liquidated Damages"); provided, however, that (i) the
circumstances under which the Issuers may be required to pay

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Liquidated Damages are not cumulative and (ii) Liquidated Damages on the
Transfer Restricted Notes shall cease to accrue upon the earlier of (a) when all
Registration Defaults have been cured or (b) upon the second anniversary of the
Closing Date (or if Rule 144(k) is amended to provide for a shorter restrictive
period, such shorter period).

          All accrued Liquidated Damages shall be payable, in the manner
provided for the payment of interest in the Indenture and the Notes, on each
applicable Interest Payment Date (as defined in the Indenture).

          Section 6.  Registration Procedures

          (a)  Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Issuers shall comply with all of the provisions of Section
6(c) below, shall use their respective commercially reasonable efforts to effect
such exchange to permit the sale of Transfer Restricted Notes being sold in
accordance with the intended method or methods of distribution thereof, and
shall comply with all of the following provisions:

          (i)     As a condition to its participation in the Exchange Offer
     pursuant to the terms of this Agreement, each Holder of Transfer Restricted
     Notes shall furnish, upon the request of the Issuers, prior to the
     Consummation thereof, a written representation to the Issuers (which may be
     contained in the letter of transmittal contemplated by the Exchange Offer
     Registration Statement) to the effect that (A) it is not an affiliate of
     any of the Issuers, (B) it is not engaged in, and does not intend to engage
     in, and has no arrangement or understanding with any person to participate
     in, a distribution of the Exchange Notes to be issued in the Exchange Offer
     and (C) it is acquiring the Exchange Notes in its ordinary course of
     business. In addition, all such Holders of Transfer Restricted Notes shall
     otherwise cooperate in the Issuers' preparations for the Exchange Offer.
     Each Holder hereby acknowledges and agrees that any Broker-Dealer and any
     such Holder using the Exchange Offer to participate in a distribution of
     the securities to be acquired in the Exchange Offer (1) could not under
     Commission policy as in effect on the date of this Agreement rely on the
     position of the Commission enunciated in Morgan Stanley and Co., Inc.
     (available June 5, 1991) and Exxon Capital Holdings Corporation (available
     May 13, 1988), as interpreted in the Commission's letter to Shearman &
     Sterling dated July 2, 1993, and similar no-action letters (which may
     include any no-action letter obtained pursuant to clause (i) above), and
     (2) must comply with the registration and prospectus delivery requirements
     of the Securities Act in connection with a secondary resale transaction and
     that such a secondary resale transaction should be covered by an effective
     registration statement containing the selling security holder information
     required by Item 507 or 508, as applicable, of Regulation S-K if the
     resales are of Exchange Notes obtained by such Holder in exchange for
     Initial Notes acquired by such Holder directly from the Issuers.

          (b)  Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Issuers shall comply with all the provisions of
Section 6(c) below and shall use their respective commercially reasonable
efforts to effect such registration to permit the sale of the Transfer
Restricted Notes being sold in accordance with the intended method or methods of
distribution thereof, and pursuant thereto the Issuers shall as expeditiously as
possible prepare

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and file with the Commission a Registration Statement relating to the
registration on any appropriate form under the Securities Act, which form shall
be available for the sale of the Transfer Restricted Notes in accordance with
the intended method or methods of distribution thereof.

          (c)  General Provisions. In connection with any Registration Statement
and any Prospectus required by this Agreement to permit the sale or resale of
Transfer Restricted Notes (including, without limitation, any Registration
Statement and the related Prospectus required to permit resales of Transfer
Restricted Notes by Broker-Dealers), the Issuers shall:

          (i)     use their respective commercially reasonable efforts to keep
     such Registration Statement continuously effective and provide all
     requisite financial statements (including, if required by the Securities
     Act or any regulations thereunder, financial statements of the Guarantors)
     for the period specified in Section 3 or 4 of this Agreement, as
     applicable; upon the occurrence of any event that would cause any such
     Registration Statement or the Prospectus contained therein (A) to contain a
     material misstatement or omission or (B) not to be effective and usable for
     resale of Transfer Restricted Notes during the period required by this
     Agreement, the Issuers shall file promptly an appropriate amendment to such
     Registration Statement, in the case of clause (A), correcting any such
     misstatement or omission, and, in the case of either clause (A) or (B), use
     their respective commercially reasonable efforts to cause such amendment to
     be declared effective and such Registration Statement and the related
     Prospectus to become usable for their intended purpose(s) as soon as
     practicable thereafter;

          (ii)    prepare and file with the Commission such amendments and
     post-effective amendments to the Registration Statement as may be necessary
     to keep the Registration Statement effective for the applicable period set
     forth in Section 3 or 4 hereof, as applicable, or such shorter period as
     will terminate when all Transfer Restricted Notes covered by such
     Registration Statement have been sold; cause the Prospectus to be
     supplemented by any required Prospectus supplement, and as so supplemented
     to be filed pursuant to Rule 424 under the Securities Act, and to comply
     fully with the applicable provisions of Rules 424 and 430A under the
     Securities Act in a timely manner; and comply with the provisions of the
     Securities Act with respect to the disposition of all securities covered by
     such Registration Statement during the applicable period in accordance with
     the intended method or methods of distribution by the sellers thereof set
     forth in such Registration Statement or supplement to the Prospectus;

          (iii)   advise the underwriter(s), if any, and selling Holders
     promptly and, if requested by such Persons, to confirm such advice in
     writing, (A) when the Prospectus or any Prospectus supplement or
     post-effective amendment has been filed, and, with respect to any
     Registration Statement or any post-effective amendment thereto, when the
     same has become effective, (B) of any request by the Commission for
     amendments to the Registration Statement or amendments or supplements to
     the Prospectus or for additional information relating thereto, (C) of the
     issuance by the Commission of any stop order suspending the effectiveness
     of the Registration Statement under the Securities Act or of the suspension
     by any state securities commission of the

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     qualification of the Transfer Restricted Notes for offering or sale in any
     jurisdiction, or the initiation of any proceeding for any of the preceding
     purposes, and (D) of the existence of any fact or the happening of any
     event that makes any statement of a material fact made in the Registration
     Statement, the Prospectus, any amendment or supplement thereto, or any
     document incorporated by reference therein untrue, or that requires the
     making of any additions to or changes in the Registration Statement or the
     Prospectus in order to make the statements therein not misleading. If at
     any time the Commission shall issue any stop order suspending the
     effectiveness of the Registration Statement, or any state securities
     commission or other regulatory authority shall issue an order suspending
     the qualification or exemption from qualification of the Transfer
     Restricted Notes under state securities or Blue Sky laws, the Issuers shall
     use their respective commercially reasonable efforts to obtain the
     withdrawal or lifting of such order at the earliest possible time;

          (iv)    furnish without charge to each of the Initial Purchasers, each
     selling Holder named in any Registration Statement, and each of the
     underwriter(s), if any, before filing with the Commission, copies of any
     Registration Statement or any Prospectus included therein or any amendments
     or supplements to any such Registration Statement or Prospectus (including
     all documents incorporated by reference after the initial filing of such
     Registration Statement), which documents will be subject to the review of
     such Holders and underwriter(s) in connection with such sale, if any, for a
     period of at least five business days, and the Issuers will not file any
     such Registration Statement or Prospectus or any amendment or supplement to
     any such Registration Statement or Prospectus (including all such documents
     incorporated by reference) to which an Initial Purchaser of Transfer
     Restricted Notes covered by such Registration Statement or the
     underwriter(s), if any, shall reasonably object in writing within five
     business days after the receipt thereof (such objection to be deemed timely
     made upon confirmation of telecopy transmission within such period). The
     objection of an Initial Purchaser or underwriter, if any, shall be deemed
     to be reasonable if such Registration Statement, amendment, Prospectus or
     supplement, as applicable, as proposed to be filed, contains a material
     misstatement or omission;

          (v)     promptly prior to the filing of any document that is to be
     incorporated by reference into a Registration Statement or Prospectus,
     provide copies of such document to the Initial Purchasers, each selling
     Holder named in any Registration Statement, and to the underwriter(s), if
     any, make the Issuers' representatives available for discussion of such
     document and other customary due diligence matters, and include such
     information in such document prior to the filing thereof as such selling
     Holders or underwriter(s), if any, reasonably may request;

          (vi)    make available at reasonable times for inspection by the
     Initial Purchasers, any managing underwriter participating in any
     disposition pursuant to such Registration Statement and any attorney or
     accountant retained by such Initial Purchasers or any of the
     underwriter(s), all financial and other records, pertinent corporate
     documents and properties of the Issuers, and cause the officers, directors
     and employees of the Issuers, to supply all information reasonably
     requested by any such Holder,

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     underwriter, attorney or accountant in connection with such Registration
     Statement subsequent to the filing thereof and prior to its effectiveness;

          (vii)   if requested by any selling Holders or the underwriter(s), if
     any, promptly incorporate in any Registration Statement or Prospectus,
     pursuant to a supplement or post-effective amendment if necessary, such
     information as such selling Holders and underwriter(s), if any, may
     reasonably request to have included therein, including, without limitation,
     information relating to the "Plan of Distribution" of the Transfer
     Restricted Notes, information with respect to the principal amount of
     Transfer Restricted Notes being sold to such underwriter(s), the purchase
     price being paid therefor and any other terms of the offering of the
     Transfer Restricted Notes to be sold in such offering; and make all
     required filings of such Prospectus supplement or post-effective amendment
     as soon as practicable after the Company is notified of the matters to be
     incorporated in such Prospectus supplement or post-effective amendment;

          (viii)  if not already rated by an appropriate rating agency, cause
     the Transfer Restricted Notes covered by the Registration Statement to be
     rated with the appropriate rating agencies, if so requested by the Holders
     of a majority in aggregate principal amount of Notes covered thereby or the
     underwriter(s), if any;

          (ix)    furnish to each selling Holder and each of the underwriter(s),
     if any, without charge, at least one copy of the Registration Statement, as
     first filed with the Commission, and of each amendment thereto, including
     financial statements and schedules, all documents incorporated by reference
     therein and all exhibits (including exhibits incorporated therein by
     reference);

          (x)     deliver to each selling Holder and each of the underwriter(s),
     if any, without charge, as many copies of the Prospectus (including each
     preliminary prospectus) and any amendment or supplement thereto as such
     Persons reasonably may request; the Issuers hereby consent to the use of
     the Prospectus and any amendment or supplement thereto by each of the
     selling Holders and each of the underwriter(s), if any, in connection with
     the offering and the sale of the Transfer Restricted Notes covered by the
     Prospectus or any amendment or supplement thereto;

          (xi)    enter into such customary agreements (including an
     underwriting agreement), and make such representations and warranties, and
     take all such other actions in connection therewith in order to expedite or
     facilitate the disposition of the Transfer Restricted Notes pursuant to any
     Registration Statement contemplated by this Agreement, all to such extent
     as may be reasonably requested by any Initial Purchaser or by any Holder of
     Transfer Restricted Notes or underwriter in connection with any sale or
     resale pursuant to any Registration Statement contemplated by this
     Agreement; and in connection with any Underwritten Registration pursuant to
     a Shelf Registration Statement, the Issuers shall:

               (1)  furnish to each Initial Purchaser, each selling Holder and
          each underwriter, if any, in such substance and scope as they may
          request and as

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          are customarily made by issuers to underwriters in primary
          underwritten offerings, upon the date of the effectiveness of the
          Shelf Registration Statement:

                    (A)  a certificate, dated the date of effectiveness of the
               Shelf Registration Statement signed by the Chief Financial
               Officer of the Company, confirming, as of the date thereof, the
               matters set forth in Section 7(i) of the Purchase Agreement, and
               such other matters as such parties may reasonably request;

                    (B)  an opinion, dated the date of effectiveness of the
               Shelf Registration Statement of counsel for the Issuers, covering
               the matters set forth in Section 7(e) of the Purchase Agreement
               and such other matters as such parties may reasonably request,
               and in any event including a statement to the effect that such
               counsel has participated in conferences with officers and other
               representatives of the Issuers, representatives of the
               independent public accountants for the Issuers, the Initial
               Purchasers' representatives and the Initial Purchasers' counsel
               in connection with the preparation of such Registration Statement
               and the related Prospectus and has considered the matters
               required to be stated therein and the statements contained
               therein, although such counsel has not independently verified the
               accuracy, completeness or fairness of such statements; and that
               such counsel advises that, on the basis of the foregoing, no
               facts came to such counsel's attention that caused such counsel
               to believe that the applicable Registration Statement, at the
               time such Registration Statement or any post-effective amendment
               thereto became effective, and, in the case of the Exchange Offer
               Registration Statement, as of the date of Consummation, contained
               an untrue statement of a material fact or omitted to state a
               material fact required to be stated therein or necessary to make
               the statements therein not misleading, or that the Prospectus
               contained in such Registration Statement as of its date and, in
               the case of the opinion dated the date of Consummation of the
               Exchange Offer, as of the date of Consummation, contained an
               untrue statement of a material fact or omitted to state a
               material fact necessary in order to make the statements therein,
               in light of the circumstances under which they were made, not
               misleading. Without limiting the foregoing, such counsel may
               state further that such counsel assumes no responsibility for,
               and has not independently verified, the accuracy, completeness or
               fairness of the financial statements, notes and schedules and
               other financial data included in any Registration Statement
               contemplated by this Agreement or the related Prospectus; and

                    (C)  a customary comfort letter, dated as of the date of
               effectiveness of the Shelf Registration Statement from the
               Issuers' independent accountants, in the customary form and
               covering matters of the type customarily covered in comfort
               letters by underwriters in connection with primary underwritten
               offerings, and affirming the matters

                                       11

<PAGE>

               set forth in the comfort letters delivered pursuant to Section
               7(g) of the Purchase Agreement, without exception;

               (2)  if requested, set forth in full or incorporate by reference
          in the underwriting agreement, if any, the indemnification provisions
          and procedures of Section 8 hereof with respect to all parties to be
          indemnified pursuant to said Section; and

               (3)  deliver such other documents and certificates as may be
          reasonably requested by such parties to evidence compliance with
          clause (A) above and with any customary conditions contained in the
          underwriting agreement or other agreement entered into by the Issuers
          pursuant to this clause (xi), if any.

          If at any time the representations and warranties of the Issuers
contemplated in this clause (xi) cease to be true and correct, the Company shall
so advise the Initial Purchasers and the underwriter(s), if any, and each
selling Holder promptly and, if requested by such Persons, shall confirm such
advice in writing;

          (xii)   prior to any public offering of Transfer Restricted Notes,
     cooperate with the selling Holders, the underwriter(s), if any, and their
     respective counsel in connection with the registration and qualification of
     the Transfer Restricted Notes under the securities or Blue Sky laws of such
     jurisdictions as the selling Holders or underwriter(s) may request and do
     any and all other acts or things necessary or advisable to enable the
     disposition in such jurisdictions of the Transfer Restricted Notes covered
     by the Shelf Registration Statement; provided, however, that no Issuer
     shall be required to register or qualify as a foreign corporation where it
     is not then so qualified or to take any action that would subject it to the
     service of process in suits or to taxation in any jurisdiction where it is
     not then so subject;

          (xiii)  shall issue, upon the request of any Holder of Initial Notes
     covered by the Shelf Registration Statement, Exchange Notes pursuant to the
     Exchange Offer, having an aggregate principal amount equal to the aggregate
     principal amount of Initial Notes surrendered to the Issuers by such Holder
     in exchange therefor or being sold by such Holder; such Exchange Notes to
     be registered in the name of such Holder or in the name of the purchaser(s)
     of such Notes, as the case may be; in return, the Initial Notes held by
     such Holder shall be surrendered to the Issuers for cancellation;

          (xiv)   cooperate with the selling Holders and the underwriter(s), if
     any, to facilitate the timely preparation and delivery of certificates
     representing Transfer Restricted Notes to be sold and not bearing any
     restrictive legends; and enable such Transfer Restricted Notes to be in
     such denominations and registered in such names as the Holders or the
     underwriter(s), if any, may request at least five business days prior to
     any sale of Transfer Restricted Notes made by such underwriter(s);

          (xv)    use their respective commercially reasonable efforts to obtain
     the consent or approval of each governmental agency or authority that may
     be required to

                                       12

<PAGE>

     effect the registration contemplated herein of the Transfer Restricted
     Notes covered by the Registration Statement to enable the seller or sellers
     thereof or the underwriter(s), if any, to consummate the disposition of
     such Transfer Restricted Notes, subject to the proviso contained in clause
     (xii) above;

          (xvi)   if any fact or event contemplated by Section 6(c)(iii)(D)
     above shall exist or have occurred, prepare a supplement or post-effective
     amendment to the Registration Statement or related Prospectus or any
     document incorporated therein by reference or file any other required
     document so that, as thereafter delivered to the purchasers of Transfer
     Restricted Notes, the Prospectus will not contain an untrue statement of a
     material fact or omit to state any material fact necessary to make the
     statements therein not misleading;

          (xvii)  provide a CUSIP number for all Exchange Notes not later than
     the effective date of the Registration Statement and provide the Trustee
     under the Indenture with printed certificates for the Exchange Notes which
     are in a form eligible for deposit with the Depositary Trust Company;

          (xviii) cooperate with any underwriter in any filings required to be
     made with the NASD and in the performance of any due diligence
     investigation by any underwriter (including any "qualified independent
     underwriter") that is required to be retained in accordance with the rules
     and regulations of the NASD; and

          (xix)   otherwise use their respective commercially reasonable efforts
     to comply with all applicable rules and regulations of the Commission, and
     make generally available to its security holders, as soon as practicable, a
     consolidated earning statement meeting the requirements of Rule 158 (which
     need not be audited) for the twelve-month period (A) commencing at the end
     of any fiscal quarter in which Transfer Restricted Notes are sold to
     underwriters in a firm or best efforts Underwritten Offering or (B) if not
     sold to underwriters in such an offering, beginning with the first month of
     the Issuers' first fiscal quarter commencing after the effective date of
     the Registration Statement;

          (xx)    cause the Indenture to be qualified under the Trust Indenture
     Act not later than the effective date of the first Registration Statement
     required by this Agreement, and, in connection therewith, cooperate with
     the Trustee and the Holders of Securities to effect such changes to the
     Indenture as may be required for such Indenture to be so qualified in
     accordance with the terms of the Trust Indenture Act; and to execute and
     use their respective commercially reasonable efforts to cause the Trustee
     to execute, all documents that may be required to effect such changes and
     all other forms and documents required to be filed with the Commission to
     enable such Indenture to be so qualified in a timely manner;

          (xxi)   cause all Transfer Restricted Notes covered by the
     Registration Statement to be listed on each securities exchange on which
     similar securities issued by the Company are then listed if requested by
     the Holders of a majority in aggregate principal amount of Initial Notes or
     the managing underwriter(s), if any;

                                       13

<PAGE>

          (xxii)  provide promptly to each Holder upon request each document
     filed with the Commission pursuant to the requirements of Section 13 and
     Section 15 of the Exchange Act; and

          (xxiii) use their respective commercially reasonable efforts to take
     all other steps necessary or advisable to effect the registration of the
     Registrable Securities covered by a Registration Statement contemplated
     hereby.

          Each Holder agrees by acquisition of a Transfer Restricted Note that,
upon receipt of any notice from the Company of the existence of any fact of the
kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith
discontinue disposition of Transfer Restricted Notes pursuant to the applicable
Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or
until it is advised in writing (the "Advice") by the Company that the use of the
Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus. If so
directed by the Company, each Holder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Transfer Restricted Notes
that was current at the time of receipt of such notice. In the event the Company
shall give any such notice, the time period regarding the effectiveness of such
Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall
be extended by the number of days during the period from and including the date
of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and
including the date when each selling Holder covered by such Registration
Statement shall have received the copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the
Advice.

          Section 7.  Registration Expenses

          All expenses incident to the Issuers' performance of or compliance
with this Agreement will be borne by the Issuers, regardless of whether a
Registration Statement becomes effective, including without limitation: (i) all
registration and filing fees and expenses (including filings made by any Initial
Purchaser or Holder with the NASD (and, if applicable, the fees and expenses of
any "qualified independent underwriter" and its counsel that may be required by
the rules and regulations of the NASD)); (ii) all fees and expenses of
compliance with federal securities and state Blue Sky or securities laws; (iii)
all expenses of printing (including printing certificates for the Exchange Notes
to be issued in the Exchange Offer and printing of Prospectuses); (iv) messenger
and delivery services and telephone expenses of the Issuers and all fees and
disbursements of counsel for the Issuers; (v) all application and filing fees in
connection with listing the Exchange Notes on a national securities exchange or
automated quotation system pursuant to the requirements thereof; (vi) all fees
and disbursements of independent certified public accountants of the Issuers
(including the expenses of any special audit and comfort letters required by or
incident to such performance); and (vii) all fees and expenses relating to the
qualification of the Indenture under the applicable securities laws.

          The Issuers will, in any event, bear their respective internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or

                                       14

<PAGE>

accounting duties), the expenses of any annual audit and the fees and expenses
of any Person, including special experts, retained by the Issuers.

          Section 8.  Indemnification

          (a)  The Issuers jointly and severally agree to indemnify and hold
harmless (i) each Holder and (ii) each person, if any, who controls (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
any Holder (any of the persons referred to in this clause (ii) being hereinafter
referred to as a "controlling person") and (iii) the respective officers,
directors, partners, employees, representatives and agents of any Holder or any
controlling person (any person referred to in clause (i), (ii) or (iii) may
hereinafter be referred to as an "Indemnified Holder"), to the fullest extent
lawful, from and against any and all losses, claims, damages, liabilities,
judgments, actions and expenses (including without limitation and as incurred,
reimbursement of all reasonable costs of investigating, preparing, pursuing,
settling, compromising, paying or defending any claim or action, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, including the reasonable fees and expenses of counsel to any
Indemnified Holder), joint or several, directly or indirectly caused by, related
to, based upon, arising out of or in connection with any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement or Prospectus (or any amendment or supplement thereto), or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages, liabilities or expenses are
caused by an untrue statement or omission or alleged untrue statement or
omission that is made in reliance upon and in conformity with information
relating to any of the Holders furnished in writing to the Company by any of the
Holders expressly for use therein. This indemnity agreement shall be in addition
to any liability which the Issuers may otherwise have.

          (b)  Each Holder of Transfer Restricted Notes agrees, severally and
not jointly, to indemnify and hold harmless the Issuers and their respective
directors and officers who sign a Registration Statement, and any person
controlling (within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act) the Issuers, and the respective offices, directors,
partners, employees, representatives and agents of each such person, to the same
extent as the foregoing indemnity from the Issuers to each of the Indemnified
Holders, but only with respect to claims and actions based on information
relating to such Holder furnished in writing by such Holder expressly for use in
any Registration Statement. In case any action or proceeding shall be brought
against the Issuers or their respective directors or officers or any such
controlling person in respect of which indemnity may be sought against a Holder
of Transfer Restricted Notes, such Holder shall have the rights and duties given
the Issuers and the Issuers or their respective directors or officers or such
controlling person shall have the rights and duties given to each Holder by the
preceding paragraph. In no event shall the liability of any selling Holder
hereunder be greater in amount than the dollar amount of the proceeds received
by such Holder upon the sale of the Notes giving rise to such indemnification
obligation.

          (c)  Promptly after receipt by an indemnified party under this Section
8 of notice of any claim or the commencement of any action, the indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the indemnifying party in
writing of the claim or the commencement of that action; provided,

                                       15

<PAGE>

however, that the failure to notify the indemnifying party shall not relieve it
from any liability that it may have under this Section 8 except to the extent it
did not otherwise learn of such action and such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses and;
provided further that the failure to notify the indemnifying party shall not
relieve it from any liability that it may have to an indemnified party otherwise
than under this Section 8, except to the extent that any such failure referenced
in this sentence results in the forfeiture by the indemnifying party of
substantial rights and defenses. If any such claim or action shall be brought
against an indemnified party, and it shall notify the indemnifying party
thereof, the indemnifying party shall be entitled to participate therein and, to
the extent that it wishes, jointly with any other similarly notified
indemnifying party, to assume the defense thereof with counsel reasonably
satisfactory to the indemnified party. After notice from the indemnifying party
to the indemnified party of its election to assume the defense of such claim or
action, the indemnifying party shall not be liable to the indemnified party
under this Section 8 for any legal or other expenses subsequently incurred by
the indemnified party in connection with the defense thereof other than
reasonable costs of investigation; provided, however, that the Indemnified
Holders shall have the right to employ counsel to represent jointly the
Indemnified Holders and those Indemnified Holders and their respective
directors, officers, employees and controlling persons who may be subject to
liability arising out of any claim in respect of which indemnity may be sought
by the Indemnified Holders against the Issuers under this Section 8 if, in the
reasonable judgment of the Indemnified Holders, it is advisable for the
Indemnified Holders and those directors, officers, employees and controlling
persons to be jointly represented by separate counsel, and in that event the
fees and expenses of such separate counsel shall be paid by the Issuers. No
indemnifying party shall (i) without the prior written consent of the
indemnified parties (which consent shall not be unreasonably withheld), settle
or compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding, or (ii) be liable for any settlement of any such action
effected without its written consent (which consent shall not be unreasonably
withheld), but if settled with the consent of the indemnifying party or if there
be a final judgment of the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against any
loss or liability by reason of such settlement or judgment.

          (d)  If the indemnification provided for in this Section 8 is
unavailable to an indemnified party under Section 8(a) or Section 8(b) hereof
(other than by reason of exceptions provided in those Sections) in respect of
any losses, claims, damages, liabilities, judgments, actions or expenses
referred to therein, then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect the
relative benefits received by the Issuers, on the one hand, and the Holders, on
the other hand, from the Initial Placement (which in the case of the Issuers
shall be deemed to be equal to the total net proceeds from the Initial Placement
as set forth on the cover page of the Offering Memorandum, dated November 21,
2003), or if such allocation is not permitted by applicable law, the relative
fault of the Issuers, on the one hand, and of the Indemnified Holder, on the
other hand, in connection with the statements or omissions

                                       16

<PAGE>

which resulted in such losses, claims, damages, liabilities or expenses, as well
as any other relevant equitable considerations. The relative fault of the
Issuers, on the one hand, and of the Indemnified Holder, on the other, shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Issuers or by the
Indemnified Holder and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The amount paid or payable by a party as a result of the losses, claims,
damages, liabilities and expenses referred to above shall be deemed to include,
subject to the limitations set forth in the second paragraph of Section 8(a),
any legal or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any action or claim.

          The Issuers and each Holder of Transfer Restricted Notes agree that it
would not be just and equitable if contribution pursuant to this Section 8(d)
were determined by pro rata allocation (even if the Holders were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities or expenses referred to in
the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 8, none of the
Holders (and its related Indemnified Holders) shall be required to contribute,
in the aggregate, any amount in excess of the amount by which the total discount
received by such Holder with respect to the Initial Notes exceeds the amount of
any damages which such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Holders'
obligations to contribute pursuant to this Section 8(d) are several in
proportion to the respective principal amount of Initial Notes held by each of
the Holders hereunder and not joint.

          Section 9.  Rule 144A

          Unless any Issuer is subject to the reporting requirements of Section
13 or 15(d) of the Exchange Act, the Issuers shall, for so long as any Transfer
Restricted Notes remain outstanding, make available to any Holder or beneficial
owner of Transfer Restricted Notes in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Notes from such Holder or
beneficial owner, the information required by Rule 144A(d)(4) under the
Securities Act in order to permit resales of such Transfer Restricted Notes
pursuant to Rule 144A.

          Section 10. Participation In Underwritten Registrations

          No Holder may participate in any Underwritten Registration hereunder
unless such Holder (a) agrees to sell such Holder's Transfer Restricted Notes on
the basis provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements and (b) completes and executes
all reasonable questionnaires, powers of attorney,

                                       17

<PAGE>

indemnities, underwriting agreements, lock-up letters and other documents
required under the terms of such underwriting arrangements.

          Section 11. Selection Of Underwriters

          The Holders of Transfer Restricted Notes covered by the Shelf
Registration Statement who desire to do so may sell such Transfer Restricted
Notes in an Underwritten Offering. In any such Underwritten Offering, the
investment banker or investment bankers and manager or managers that will
administer the offering will be selected by the Holders of a majority in
aggregate principal amount of the Transfer Restricted Notes included in such
offering; provided, that such investment bankers and managers must be reasonably
satisfactory to the Issuers.

          Section 12. Miscellaneous

          (a)  Remedies. The Issuers hereby agree that monetary damages would
not be adequate compensation for any loss incurred by reason of a breach by any
Issuer of the provisions of this Agreement and hereby agrees to waive the
defense in any action for specific performance that a remedy at law would be
adequate; provided, however, that any such right to specific performance shall
be subject to principles of customary commercial reasonableness, as determined
by a court of competent jurisdiction.

          (b)  No Inconsistent Agreements. No Issuer will, on or after the date
of this Agreement, enter into any agreement with respect to its securities that
is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. No Issuer has entered into any
agreement granting any registration rights with respect to its securities to any
Person. The rights granted to the Holders hereunder do not in any way conflict
with and are not inconsistent with the rights granted to the holders of the
Issuers' securities under any agreement in effect on the date hereof.

          (c)  Adjustments Affecting the Securities. The Issuers will not take
any action, or permit any change to occur, with respect to the Notes that would
materially and adversely affect the ability of the Holders to Consummate any
Exchange Offer, unless such action or change is required by applicable law.

          (d)  Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given unless the Issuers have obtained the
written consent of Holders of a majority of the outstanding principal amount of
Transfer Restricted Notes. Notwithstanding the foregoing, a waiver or consent to
departure from the provisions hereof that relates exclusively to the rights of
Holders whose securities are being tendered pursuant to the Exchange Offer and
that does not affect directly or indirectly the rights of other Holders whose
securities are not being tendered pursuant to such Exchange Offer may be given
by the Holders of a majority of the outstanding principal amount of Transfer
Restricted Notes being tendered or registered; provided that, with respect to
any matter that directly or indirectly affects the rights of any Initial
Purchaser hereunder, the Issuers shall obtain the written consent of each such
Initial

                                       18

<PAGE>

Purchaser with respect to which such amendment, qualification, supplement,
waiver, consent or departure is to be effective.

          (e)  Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

          (i)   if to a Holder, at the address set forth on the records of the
     Registrar under the Indenture, with a copy to the Registrar under the
     Indenture; and

          (ii)  if to the Company or any other Issuer:

                    North American Energy Partners Inc.
                    c/o The Sterling Group, L.P.
                    Eight Greenway Plaza, Suite 702
                    Houston, Texas  77046
                    Telephone: (713) 877-8257
                    Facsimile: (713) 877-1824
                    Attention: John Hawkins

                    with a copy to:

                    Bracewell & Patterson, LLP
                    711 Louisiana, Suite 2900
                    Pennzoil Place, South Tower
                    Houston, Texas 77002
                    Telephone: (713) 223-2900
                    Facsimile: (713) 221-1212
                    Attention: Gary W. Orloff

          (iii) if to the Initial Purchasers:

                    BNP Paribas Securities Corp.
                    The Equitable Tower
                    787 Seventh Avenue
                    New York, NY  10019
                    Telephone: (212) 841-3020
                    Facsimile: (212) 841-3561
                    Attention: Douglas Cook

                    RBC Dominion Securities Corp.
                    c/o RBC Capital Markets
                    Legal Department
                    One Liberty Plaza
                    New York New York  10006
                    Telephone: (212) 858-7119
                    Facsimile: (212) 858-7468

                                       19

<PAGE>

                    Attention: Roger Blissett

                    with a copy to:

                    O'Melveny & Myers LLP
                    30 Rockefeller Plaza
                    24/th/ Floor
                    New York, NY  10112
                    Telephone: (212) 408-2400
                    Facsimile: (212) 408-2420
                    Attention: Cristopher Greer, Esq.

          All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if faxed; and on the next
business day, if timely delivered to an air courier guaranteeing overnight
delivery.

          Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

          (f)  Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders of Transfer Restricted Notes; provided, however, that this
Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign acquired
Transfer Restricted Notes from such Holder.

          (g)  Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

          (h)  Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

          (i)  GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

          (j)  Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

                                       20

<PAGE>

          (k)  Entire Agreement. This Agreement together with the Purchase
Agreement, the Notes, and the Indenture is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Issuers with respect to
the Transfer Restricted Notes. This Agreement supersedes all prior agreements
and understandings between the parties with respect to such subject matter.

                                       21

<PAGE>

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


                                        NORTH AMERICAN ENERGY PARTNERS INC.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN CONSTRUCTION GROUP INC.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN CAISSON LTD.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN CONSTRUCTION LTD.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN ENGINEERING INC.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President

                                       S-1

<PAGE>

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


                                        NORTH AMERICAN ENTERPRISES LTD.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN INDUSTRIES INC.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN MAINTENANCE LTD.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN MINING INC.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN PIPELINE INC.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President

                                       S-2

<PAGE>

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


                                        NORTH AMERICAN ROAD INC.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN SERVICES INC.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN SITE DEVELOPMENT LTD.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NORTH AMERICAN SITE SERVICES INC.


                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        GRIFFITHS PILE DRIVING INC.

                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President


                                        NACG FINANCE, LLC

                                        By: /s/ John D. Hawkins
                                            ------------------------------------
                                            Name:  John D. Hawkins
                                            Title: Vice President

                                       S-3

<PAGE>

The foregoing Registration Rights
Agreement is hereby confirmed and
accepted as of the date first above
written.


BNP PARIBAS SECURITIES CORP.


By:/s/ Douglas G. Cook
   -------------------------------------
   Name:  Douglas G. Cook
   Title: Managing Director


RBC DOMINION SECURITIES CORPORATION


By:/s/ Nicholas Daifotis
   -------------------------------------
   Name:  Nicholas Daifotis
   Title: Managing Director

                                       S-4

<PAGE>

                                   Schedule I
                                   ----------

NACG Finance LLC

North American Construction Group Inc.

North American Caisson Ltd.

North American Construction Ltd.

North American Engineering Ltd.

North American Enterprises Ltd.

North American Industries Inc.

North American Maintenance Ltd.

North American Mining Inc.

North American Pipeline Inc.

North American Road Inc.

North American Services Inc.

North American Site Development Ltd.

North American Site Services Inc.

Griffiths Pile Driving Inc.